Additional Agreements of Seller. 6.1 Access to Seller's Premises, Records and Personnel. --------------------------------------------------
(a) Upon execution of this Agreement, Seller shall give Buyer and its representatives such access to the Branches as Buyer may reasonably request, provided that Buyer does not unreasonably interfere with the Branches' business operations. Seller shall not be required to provide access to or to disclose information where such access or disclosure might violate or prejudice the rights of any customer or employee or would be contrary to law, rule, regulation or any legal or regulatory order or process or any fiduciary duty or binding agreement entered into prior to the date of this Agreement.
(b) Anything contained in this Agreement to the contrary notwithstanding, Seller shall not be required to disclose, or to cause the disclosure to Buyer or its representatives (or provide access to any offices, properties, books or records of Seller, that could result in the disclosure to such Persons or others), of any tax returns and/or any work papers relating thereto or any other confidential information relating to income or franchise taxes or other taxes of Seller, or trade secrets, patent or trademark applications, or product research and development belonging to or performed by or for Seller, nor shall Seller be required to permit or to cause others to permit Buyer or its representatives to copy or remove from the offices or properties of Seller any documents, drawings or other materials that might reveal any such confidential information; provided, however, Buyer shall have access to tax returns to the extent that liability for the taxes at issue could be imposed on Buyer.
(c) At Buyer's request, Seller shall authorize and permit certain of its officers and members of management to engage in discussions with Buyer for the purposes of discussing the Branches' business and negotiating and concluding management employment contracts, employee benefit plans, and new incentive plans and Buyer shall maintain the confidentiality of any information furnished by such officers or members of management of Seller pursuant to such discussions with Buyer.
Additional Agreements of Seller. The Seller covenants and agrees with Purchaser as follows:
Additional Agreements of Seller. (a) Seller agrees that except as set forth on Schedule 6.1(x) or as contemplated by this Agreement, DIIC shall not incur any material liabilities other than for the purchase of water from the Las Vegas Valley Water District. Seller will pay for or cause to be paid for (but not by DIIC) any water purchased by DIIC prior to the Closing which is not paid for by DIIC prior to the Closing.
(b) Seller agrees that it will be solely responsible for the payment of any fees or taxes due pursuant to any subsequent deficiency determinations made under the Nevada Gaming Control Act (chapter 463 of the NRS) which encompasses any period of time before the Closing Date. The foregoing provision, required by the Nevada Gaming Control Act to be included in this Agreement, shall not be construed to exonerate Buyer from paying, or to require Seller to pay, for fees or taxes attributable to operations of the Business from and after the Transfer Time.
Additional Agreements of Seller. The Seller agrees that from the date hereof until the Closing Date, it shall:
Additional Agreements of Seller a. Seller hereby covenants, represents and warrants that Seller:
i. Shall perform all of its obligations and responsibilities under the PPF Agreement;
ii. Shall, upon request of Purchaser, execute such bills of sale, assignments, financing statements and other documents (and pay the cost of filing or recording the same in all public offices deemed necessary by Purchaser) and do such other acts and things, all as Purchaser may from time to time request to establish and maintain its sole ownership interest in the PPF Agreement and the Machines and to consummate the transactions contemplated in or by this Agreement;
iii. Shall keep at its principal place of business, its records concerning the PPF Agreement and the Machines, which records will be of such character as will enable Purchaser or its agents to determine at any time the status thereof, and Seller will not, unless Purchaser shall otherwise consent in writing, duplicate any such records at any other address;
iv. Shall, upon the request of Purchaser, deliver to Purchaser copies of the PPF Documents and any and all other documents evidencing any interest in the PPF Agreement and the Machines;
v. Shall, at its own cost and expense, file all sales tax returns and remit to the appropriate taxing authorities all sales and use taxes and other Impositions on that portion of each payment due Seller which relates to services and supplies provided under the PPF Agreement;
vi. Shall furnish Purchaser such additional information concerning Seller and the PPF Agreement and the Machines as Purchaser may from time to time request;
vii. Shall permit Purchaser and its agents, from time to time, but not less than once a month, to inspect the PPF Documents, and to inspect, audit and make copies of and extracts from all records and all other papers in the possession of Seller and will, upon request of Purchaser, deliver to Purchaser all of such records and papers which pertain to the PPF Agreement and the Machines;
viii. Shall comply with all operational procedures established from time to time by Purchaser with respect to the transactions covered by this Agreement;
ix. Shall, upon request of Purchaser, stamp on the file jackets pertaining to the PPF Agreement a notation, in form satisfactory to Purchaser, of the ownership interest of Purchaser;
x. Shall, at its sole cost and expense, keep and maintain an errors and omissions insurance policy in favor of Purchaser. Such policy of insurance shall be in form, with insurer ...
Additional Agreements of Seller. 6.1 Access to Seller's Premises, Records and Personnel. --------------------------------------------------
(a) Upon execution of this Agreement, Seller shall give Buyer and its representatives such access to the Branch as Buyer may reasonably request, provided that Buyer does not unreasonably interfere with the Branch's business operations. Seller shall not be required to provide access to or to disclose information where such access or disclosure might violate or prejudice the rights of any customer or employee or would be contrary to law, rule, regulation or any legal or regulatory order or process or any fiduciary duty or binding agreement entered into prior to the date of this Agreement. To the extent the confidential and proprietary information consists of "non-public personal information" within the meaning of the Gramm-Leach-Bliley Act Section 509(4), each party receiving sucx xxxxxxxxxxx xxall take reasonable measures to: (i) ensure the security and confidentiality of such non-public personal information; (ii) protect against any anticipated threats or hazards to the security or integrity of such non-public personal information; and
Additional Agreements of Seller. The Seller shall cooperate with the Purchaser by promptly supplying the information required to complete any disclosure or settlement statement required by law or reasonably requested by the Purchaser including information requested by the Purchaser pursuant to the Real Estate Settlement Procedures Act of 1974, which disclosures by the Seller shall form the basis for disclosures made by the Purchaser in a subsequent sale of the Property.
Additional Agreements of Seller. 6.1 Access to Seller's Premises, Records, and Personnel. Subsequent to --------------------------------------------------- execution of this Agreement and prior to the Closing Date, Seller shall give Buyer and its representatives, upon reasonable advance notice and at reasonable times, full and complete access to the Branch, the Records and appropriate personnel of Seller for the periods of "Due Diligence" permitted by this Agreement. Seller shall not be required to provide access to or to disclose information where such access or disclosure would unduly disrupt the operation of the Branch, violate or prejudice the rights of any customer or employee of Seller or be contrary to law or any legal or regulatory order or process.
Additional Agreements of Seller. Seller covenants and agrees that this Supply Agreement shall take priority over recreational uses on the land, such that Buyers’ rights hereunder shall not be impeded by third parties. Seller shall use commercially reasonable efforts to minimize any material and adverse interference with Buyer’s rights hereunder.
Additional Agreements of Seller. 16 ARTICLE VI - ADDITIONAL AGREEMENTS OF EASTERN........... 22
