Actions of Seller. Seller will not take any action which would result in a material breach of any of its representations and warranties hereunder. Furthermore, Seller shall cooperate with Purchaser and use its best efforts to cause all of the conditions to the obligations of Purchaser under this Agreement to be satisfied on or prior to and at the Closing Date.
Actions of Seller. 8 6.3 Notice........................................................ 8 6.4 Supplemental Information; Disclosure Supplements.............. 8 ARTICLE VI-A COVENANTS OF PURCHASER.............................................. 8 6.A.1 Limitation on Additional Purchases............................ 8 6.A.2 Share of Profits.............................................. 8 6.A.3 Supplemental Information...................................... 9 6.A.4 Application................................................... 9 ARTICLE VII COOPERATION......................................................... 9 7.1 Reasonable Efforts............................................ 9 ARTICLE VIII
Actions of Seller. Seller agrees that unless this Agreement is terminated in accordance with the provisions hereof, (i) Seller will not acquire any additional shares of the capital stock of Holding Company (other than stock dividends, if any, declared and paid by Holding Company on the Shares, which stock dividends shall be included for all purposes hereunder in the definition of Shares), (ii) Seller will not encumber any of the Shares, (iii) Seller will not sell or offer to sell any of the Shares to any Person other than the Purchaser, (iv) Seller will not take any other action which could have the effect of preventing or disabling the performance by either of such parties of their respective obligations under this Agreement, or which could materially and adversely affect the rights of Purchaser hereunder.
Actions of Seller. And Purchaser At The Closing....................11
Actions of Seller. Seller shall cooperate with Purchaser and use reasonable commercial efforts to cause all of the conditions to the obligations of Purchaser and Seller under this Agreement to be satisfied on or prior to the Closing Date. In the event that Seller determines that a condition is not reasonably likely to be so satisfied, Seller shall promptly notify Purchaser of such determination.
Actions of Seller. Seller shall not sell, convey, assign, lease or otherwise transfer all or any part of the Property, or cause or permit by Seller or those claiming by, through, or under Seller any new liability, encumbrance or obligation to be placed or imposed upon all or any part of the Property from the date hereof until Close of Escrow and recordation of the Deed.
Actions of Seller. Since December 31, 1998 and except as disclosed to Purchaser in Schedule 5.15, Sellers have not (i) mortgaged, pledged or subjected to lien, charge, or any other encumbrance, any of the Acquired Assets, except for liens held by Fleet National Bank, as agent; (ii) waived any rights of value related to the Acquired Assets; (iii) entered into any material transaction with respect to the Acquired Assets; (iv) had any material adverse change in the condition, financial or otherwise, of the Acquired Assets, Assumed Liabilities, or Listed Instruments.
Actions of Seller. At the Closing, Seller shall deliver an executed counterpart or counterparts of the following to Purchaser:
a. A detailed list of the Assets as set forth in Schedule 1.2;
b. A xxxx of sale as set forth in Exhibit 5.2.b (the "Xxxx of Sale");
c. A detailed list of the Warranty/Sales Obligations as set forth in Schedule 1.9;
d. A detailed list of the Inventory as set forth in Schedule 1.7;
e. A detailed list of the Support Assets as set forth in Schedule 1.8;
f. All books, records, files, evidence of title, written sales references and leads and correspondence relating solely to the Business; and
g. Such other documents as may be reasonably required by Purchaser.
h. A distribution agreement as set forth in Exhibit 5.2.i (the "Distribution Agreement").
Actions of Seller. 21 4.2 Agreements of Purchaser Pending the Closing.....................21 (a) Press Release.............................................21 (b) Actions of Directors of Purchaser.........................22 (c) Actions of Purchaser......................................22
Actions of Seller. Without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), following the Closing, none of Seller or any of its Affiliates shall: (i) refile or amend any Tax Return, or otherwise modify (or grant an extension of any statute of limitation with respect to), or make any claim for refund to the extent that such Tax Return or claim for refund relates to any Pre-Closing Tax Period or post-Closing Tax period or that could impact the Tax liability of Buyer after Closing; or (ii) make or change any Tax election or Tax accounting method or practice with respect to or that has an effect to any Pre-Closing Tax Period or post-Closing Tax period or that could impact the Tax liability of Buyer after Closing. Moreover, neither Seller or any of its Affiliates shall engage in any Tax related action not in the ordinary course of business occurring or effective after the Closing Date that would impact a Pre-Closing Tax Period or post-Closing Tax period and not otherwise contemplated hereby, including any election pursuant to Sections 338 or 336(e) of the Code.
