Agreements of Seller. Seller agrees with Buyer that in entering into this transaction with Buyer and selling the Shares to Buyer, Seller is not relying upon any statement by Buyer about the Company or its stock or the value thereof, nor is Seller relying upon Buyer as a source of information pertaining to the Company or its stock or the value thereof.
Agreements of Seller. (a) Grantor has furnished Participant with copies of each of the Credit Agreements and the financial statements and other documents delivered to Grantor in connection with each of the Credit Agreements and requested by Participant. Upon Participant’s request, Grantor will furnish to Participant copies of the publicly-available financial statements and other publicly-available documents, and (subject to any duty of confidentiality to which Grantor is subject) such other documents as Grantor shall receive pursuant to any of the Credit Agreements, but Grantor assumes no responsibility with respect to the authenticity, validity, accuracy or completeness thereof. Participant agrees to maintain the confidentiality of any confidential information included in this documentation.
(b) Grantor shall give Participant prompt notice of the occurrence of any Event of Default under any of the Credit Agreements of which Grantor has actual knowledge; but no failure to give Participant any such notice shall result in any liability on Grantor’s part to Participant.
Agreements of Seller. (a) As of the date of your purchase of a Participation in our Note or Notes hereunder and before giving effect thereto, (i) we will be the legal owner of such Note or Notes and the beneficial owner of such Note or Notes, free and clear of any adverse claim (other than your and any other participations), and (ii) we will not have actual knowledge of the existence of any Event of Default (as defined in the NPA).
Agreements of Seller. Seller agrees with Buyer that:
Agreements of Seller. Seller hereby agrees that:
(a) The Specially-Manufactured Goods will conform to the plans, drawings, and specifications for such Goods, be merchantable, free of defect in material and workmanship, and fit for their particular purpose.
(b) The Services and Incidental Services (as defined below) will be performed by trained and licensed professionals (if licensure is required by law), conform to Buyer’s specifications, and be free of defect. “Incidental Services,” as used in this Agreement, means those services to be performed by Seller at no additional charge, which are incidental to the Goods and/or Services covered by this Agreement and not specifically listed as Services on the reverse side hereof.
(c) Seller will not, without Buyer’s prior written consent, use the name, trademarks, or other identifying marks of Buyer.
(d) Seller shall handle and be responsible for each and every claim that arises from Seller’s work on the premises of Buyer or Buyer’s customers, or at Buyer’s option, provide reasonable assistance to Buyer in Buyer’s handling of such claims.
Agreements of Seller. 4.10.1. In addition to the Customer Contracts, Schedule 4.10 accurately and completely sets forth a true and complete list of all of the Contracts of Seller that relate to the Purchased Assets or the Business, including, but not limited to, leases, supply agreements, loan agreements, pledge and security agreements, indemnity or guaranty agreements, bonds, notes, mortgages, joint venture or partnership agreements, options to purchase real or personal property, and agreements relating to the purchase or sale by Seller of assets or securities (collectively, including the Customer Contracts, the “Business Contracts”). Seller has previously furnished Purchaser with, or provided Purchaser access to, a true and complete copy of each such Contract listed on Schedule 4.10. There has not been any default in any obligation to be performed by Seller, nor to the Knowledge of Seller, any other party, under any such Contract. No notice of default has been received by Seller and, to Seller’s Knowledge, there is no basis therefor. Except as set forth on Schedule 4.10, Seller is not now and has never been a party to any governmental contracts subject to price redetermination or renegotiation. Seller is not a party to or bound by any other Business Contracts.
Agreements of Seller. Section 5.01. Business in Ordinary Course 10 Section 5.02. Breaches 11 Section 5.03. Consummation of Agreement 11 Section 5.04. Access to Information 11 Section 5.05. Environmental Reports 12 Section 5.06. Transfer of Data 12 Section 5.07. Further Assurances 13 Section 5.08. Covenant Not to Compete 13 Section 6.01. Regulatory Approvals 13 Section 6.02. Breaches 14 Section 6.03. Consummation of Agreement 14 Section 6.04. Access to Information 14 Section 7.01. Conditions to Seller’s Obligations 14 Section 7.02. Conditions to Buyer’s Obligations 14 Section 8.01. Mutual Agreement 15 Section 8.02. Breach of Representations or Agreements 15 Section 8.03. Failure of Conditions 15 Section 8.04. Denial of Regulatory Approval 15 Section 8.05. Environmental Reports 16 Section 8.06. Elapsed Time 16
Agreements of Seller. Pending the Closing 20 (a) Business in the Ordinary Course 20 (b) Conduct of Business 20 (c) Exclusive Dealing 20 (d) Access 20 (e) Press Release 21 (f) Actions of Directors and Shareholders 21 (g) Employee Matters. 21 (h) 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
Agreements of Seller. Each Seller represents for itself only that:
Agreements of Seller. From the Effective Date until the Closing:
