Additional Agreements of Seller. 6.1 Access to Seller's Premises, Records and Personnel.
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.
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:
Additional Agreements of Seller. 14 Section 5.01 Notice................................................................................14 Section 5.02 Access to Books and Records of Business...............................................14 Section 5.03
Additional Agreements of Seller. In consideration of the demand registration rights provided by the provisions of Section 18(b) above, Seller agrees as follows: (i) Whenever pursuant to Section 18(b) above a registration statement and/or preliminary or final prospectus relating to the ESI Stock is filed under the 1933 Act, amended or supplemented, Seller will indemnify and hold harmless ESI, each of its directors, officers, agents, representatives (including legal counsel, accountants and underwriters), and each person, if any, who controls ESI (within the meaning of said Act) against any and all actions, losses, claims, damages or liabilities, to which ESI or any such director, officer or controlling person may become subject, -38- under said Act or otherwise, insofar as such losses, claims, damages or liabilities, or actions with respect thereto, arise out of or are based upon (1) any untrue or alleged untrue statement of any material fact contained in said registration statement, said preliminary prospectus, said final prospectus, or said amendment or supplement, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such action, loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in said registration statement, said preliminary prospectus, said final prospectus or said amendment or supplement in reliance upon and in conformity with information furnished in writing, by or on behalf of Seller expressly for use in the preparation thereof, or (2) Seller's failure to comply with any applicable prospectus delivery requirements after ESI has furnished Seller with a sufficient number of copies of the same; and will reimburse ESI or any such director, officer, agent, representative or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action.
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
