Common use of Brokers or Finders Fees, Etc Clause in Contracts

Brokers or Finders Fees, Etc. No Person acting on behalf of Purchaser or any of its Affiliates or under the authority of them is or will be entitled to any brokers’ or finders’ fee or any other commission or similar fee, directly or indirectly, from Sellers or any of its Affiliates in connection with any of the transactions contemplated hereby. CONDUCT AND TRANSACTIONS PRIOR TO CLOSING; COVENANTS . Following the execution of this Agreement and until Closing, Sellers shall give or cause to be given to Purchaser and its representatives and agents reasonable access during normal business hours and upon reasonable prior notice to Sellers’ premises, personnel and Books and Records pertaining to any Purchased Asset or Assumed Liability, and, upon reasonable request by Purchaser from time to time, shall use commercially reasonable efforts to give or cause to be given to Purchaser and its representatives and agents reasonable access to any Rail Cars included in the Purchased Assets for the purpose of inspecting the same. Unless and until the Closing has been consummated, Purchaser shall hold, and shall cause its counsel, accountants and other representatives to hold, in confidence all data and information relating to Sellers made available to Purchaser in connection with the transactions contemplated by this Agreement, in each case on the terms and conditions set forth in that certain Confidentiality Agreement, dated as of February 11, 2005, by and between Purchaser and Calyon Securities (USA) Inc. on behalf of PLM International, Inc. . If not made prior to the date of this Agreement, as soon as practicable following the date of this Agreement, each of Purchaser and Sellers shall make or cause to be made all filings to be made by it or on its behalf under the HSR Act, if required (as determined jointly by Purchaser and Sellers), and shall use its commercially reasonable efforts to cause an early termination under the waiting period under the HSR Act (and to obtain the requisite approvals or consents of Governmental Entities and to cause any applicable waiting periods to expire) as soon as practicable. However, Purchaser shall not have any obligation to dispose of, hold separate or otherwise restrict its enjoyment of any of its assets or properties (including, without limitation, after the Closing, the Purchased Assets). Purchaser shall bear all of the filing fees in compliance with the HSR Act. . Except as otherwise expressly provided in Sections 5.4 or 5.5 or hereof, between the date of this Agreement and Closing, Sellers shall use commercially reasonable efforts under the circumstances to preserve substantially intact the Purchased Assets and shall use its commercially reasonable efforts under the circumstances to preserve its present business relationships where the discontinuance of such relationships could reasonably be expected to have a Material Adverse Effect.