COVENANT TO COMPLY. Seller and Owners shall not take any action or fail to take any action which will make any of their representations and warranties not true and correct in all material respects on the Closing Date. Seller and Owners shall use their best efforts to satisfy or cause to be satisfied all of the conditions precedent to Purchaser's obligations hereunder. Seller shall give Purchaser prompt written notice of any material change in any of the information contained in the representations and warranties made in Section 4 hereof or the schedules referred to herein which occur prior to the Closing Date; provided, however, that any change in the information contained in the representations and warranties or schedules will not relieve Seller of any obligations hereunder if such changes result in a breach of the representations and warranties contained herein.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Firstamerica Automotive Inc /De/), Asset Purchase Agreement (Firstamerica Automotive Inc /De/)
COVENANT TO COMPLY. Seller and Owners shall not take any action or fail to take any action which will make any of their its representations and warranties not true and correct in all material respects on the Closing Date. Seller and Owners Xxxxxxx shall use their best efforts to satisfy or cause to be satisfied all of the conditions precedent to Purchaser's obligations hereunder. Seller shall give Purchaser prompt written notice of any material change in any of the information contained in the representations and warranties made in Section 4 hereof or the schedules referred to herein which occur prior to the Closing Date; provided, however, that any change in the information contained in the representations and warranties or schedules will not relieve Seller of any obligations hereunder if such changes result in a breach of the representations and warranties contained herein.
Appears in 1 contract
Samples: Asset Purchase Agreement (Firstamerica Automotive Inc /De/)
COVENANT TO COMPLY. Seller and Owners Xxxxxxx shall not take any action or fail to take any action which will make any of their representations and warranties not true and correct in all material respects on the Closing Date. Seller and Owners Xxxxxxx shall use their best efforts to satisfy or cause to be satisfied all of the conditions precedent to Purchaser's obligations hereunder. Seller shall give Purchaser prompt written notice of any material change in any of the information contained in the representations and warranties made in Section 4 hereof or the schedules referred to herein which occur prior to the Closing Date; provided, however, that any change in the information contained in the representations and warranties or schedules will not relieve Seller of any obligations hereunder if such changes result in a breach of the representations and warranties contained herein.
Appears in 1 contract
Samples: Asset Purchase Agreement (Firstamerica Automotive Inc /De/)