Common use of COVENANTS OF SELLERS PRIOR TO CLOSING DATE Clause in Contracts

COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired Company and its Representatives to, (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer's Advisors") full and free access to each Acquired Company's personnel, properties (including subsurface testing), contracts, books and records, and other documents and data, (b) furnish Buyer and Buyer's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and Buyer's Advisors with such additional financial, operating, and other data and information as Buyer may reasonably request. 5.2 OPERATION OF THE BUSINESSES OF THE ACQUIRED COMPANIES Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired Company to: (a) conduct the business of such Acquired Company only in the Ordinary Course of Business; (b) use their Best Efforts to preserve intact the current business organization of such Acquired Company, keep available the services of the current officers, employees, and agents of such Acquired Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired Company; (c) confer with Buyer concerning operational matters of a material nature; and (d) otherwise report periodically to Buyer concerning the status of the business, operations, and finances of such Acquired Company.

COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired Company Subsidiary and its Representatives to, (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer's Advisors") full and free access at all reasonable times, and in a manner so as not to each Acquired interfere with the normal business operations of the Company and its Subsidiaries, to the Company's and each of its Subsidiaries' personnel, properties (including subsurface testing), contracts, books and records, and other documents and data, (b) furnish Buyer and Buyer's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and Buyer's Advisors with such additional financial, operating, and other data and information as Buyer may reasonably request. 5.2 OPERATION OF THE BUSINESSES OF THE ACQUIRED COMPANIES Between June 28, 1998 and the date of this Agreement Sellers have caused, and from the date of this Agreement to the Closing DateDate Sellers will cause, Sellers will, the Company and will cause each Acquired Company Subsidiary to: (a) conduct the business of such Acquired the Company and each of its Subsidiaries only in the Ordinary Course of Business; (b) use their Best Efforts to preserve intact the current business organization of such Acquired Companythe Company and each of its Subsidiaries, keep available the services of the current officers, employees, and agents of such Acquired Companythe Company and each of its Subsidiaries, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired Companythe Company and each of its Subsidiaries; (c) from and after the date of this Agreement, confer with Buyer concerning anticipated material changes with respect to operational matters of a material nature; and (d) from and after the date of this Agreement, otherwise report periodically to Buyer concerning the status of the business, operations, and finances of such Acquired Companythe Company and each of its Subsidiaries.

COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired Company and its Representatives to, (a) afford Buyer Purchaser and its Representatives and prospective lenders and their Representatives (collectively, "BuyerPurchaser's Advisors") full and free access to each Acquired Company's personnel, properties (including subsurface testing), contracts, books and records, and other documents and data, (b) furnish Buyer Purchaser and BuyerPurchaser's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer Purchaser may reasonably request, and (c) furnish Buyer Purchaser and BuyerPurchaser's Advisors with such additional financial, operating, and other data and information as Buyer Purchaser may reasonably request. 5.2 OPERATION OF THE BUSINESSES OF THE ACQUIRED COMPANIES Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired Company to: (a) conduct the business of such Acquired Company only in the Ordinary Course of Business; (b) use their Best Efforts to preserve intact the current business organization of such Acquired Company, keep available the services of the current officers, employees, and agents of such Acquired Company, and maintain the relations and good will with suppliersInvestors, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired Company; (c) confer with Buyer Purchaser concerning operational matters of a material nature; and (d) otherwise otherwise, upon request by the Purchaser, report periodically to Buyer Purchaser concerning the status of the business, operations, and finances of such Acquired Company.

COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and Prior to the Closing Date, Sellers willand upon reasonable notice from Buyer, each Seller shall, and will shall cause each Acquired Company and its Representatives to, (a) afford Buyer and Buyer, its Representatives Representatives, the Financing Sources, and prospective lenders and their Representatives (collectively, "Buyer's Advisors"“Buyer Group”) full and free access access, during regular business hours, to each Acquired Company's ’s personnel, properties (including subsurface testing)assets, contracts, books and recordsContracts, and other documents and dataRecords, (b) furnish Buyer and Buyer's Advisors Group with copies of all such contracts, books Contracts and records, and other existing documents and data Records as Buyer may reasonably request, and (c) furnish Buyer and Buyer's Advisors Group with such additional financial, operating, and other relevant data and information as Buyer may reasonably request, and (d) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer’s investigation of the business, condition (financial or otherwise), assets, results of operations, or prospects of each Acquired Company. In addition, Buyer shall have the right to have the Real Property and the tangible personal property of each Acquired Company inspected by Buyer Group, at Buyer’s sole cost and expense. 5.2 OPERATION OF THE BUSINESSES OF THE ACQUIRED COMPANIES Between the date of this Agreement and Prior to the Closing Date, Sellers willeach Seller shall, and will shall cause each Acquired Company to: (a) conduct the business of such Acquired Company only in the Ordinary Course of Business; (b) use their Best Efforts its commercially reasonable best efforts to preserve intact in all material respects the current business organization of such Acquired Company, keep available the services of the current officers, employees, and agents of such Acquired Company, and maintain the its relations and good will goodwill with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired Company; (c) confer with give Buyer concerning notice prior to implementing operational matters decisions of a material nature; and; (d) otherwise report periodically to Buyer at such times as Buyer may reasonably request concerning the status of the business, condition (financial or otherwise), assets, results of operations, and finances or prospects of such Acquired Company; (e) make no material changes in management personnel of such Acquired Company; (f) maintain the assets owned or used by such Acquired Company in a state of repair and condition that complies with Legal Requirements and Contracts and is consistent with the requirements and normal conduct of the business of such Acquired Company; (g) use commercially reasonable best efforts to keep in full force and effect, without amendment, all material rights relating to the business of such Acquired Company; (h) comply in all material respects with all Legal Requirements applicable to, and all Applicable Contracts of, such Acquired Company; (i) continue in full force and effect the insurance coverage under the policies set forth in Part 3.18 or substantially equivalent policies; (j) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify, or terminate any Employee Plan and, except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan; (k) maintain in all material respects all records of such Acquired Company consistent with past practice; and (l) take no action, or fail to take any reasonable action within its control, as a result of which any of the changes or events listed in Section 3.16 would be likely to occur; provided, however, subject to the working capital adjustment provided in Section 2.7, the Sellers may make the Cash Sweep.

COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1 ACCESS AND INVESTIGATION INVESTIGATION. Between the date of this Agreement and the Closing Date, Sellers after 24 hours advance written notice will, and will cause each Acquired the Company and its Representatives to, (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer's Advisors") full and free access to each Acquired the Company's personnel, properties (including subsurface testing)properties, contracts, books and records, and other documents and data, (b) furnish Buyer and Buyer's Advisors its Representatives with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and Buyer's Advisors its Representatives with such additional financial, operating, and other data and information as Buyer may reasonably request. 5.2 OPERATION OF THE BUSINESSES OF THE ACQUIRED COMPANIES COMPANY. Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired the Company to: (a) conduct the business of such Acquired the Company only in the Ordinary Course of BusinessBusiness except that Sellers may cause the Company to distribute or otherwise transfer the Excluded Assets to Sellers or any other Person designated by Sellers; (b) use their Best Efforts to preserve intact the current business organization of such Acquired the Company, keep available the services of the current officers, employees, and agents of such Acquired the Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired the Company; (c) confer with Buyer concerning operational matters of a material nature; and (d) otherwise report periodically to Buyer concerning the status of the business, operations, and finances of such Acquired the Company.

COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired Company and its Representatives to, (a) afford Buyer Buyers and its their Representatives and prospective lenders and their Representatives (collectively, "Buyer's Buyers' Advisors") full and free reasonable access to each Acquired Company's personnel, properties (including subsurface testing), contracts, books and records, and other documents and data, (b) furnish Buyer Buyers and Buyer's Buyers' Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer Buyers may reasonably request, and (c) furnish Buyer Buyers and Buyer's Buyers' Advisors with such additional financial, operating, and other data and information as Buyer Buyers may reasonably request. 5.2 OPERATION OF THE BUSINESSES OF THE ACQUIRED COMPANIES Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired Company to: (a) conduct the business of such Acquired Company only in the Ordinary Course of Business; (b) use their Best Efforts to preserve intact the current business organization of such Acquired Company, keep available the services of the current officers, employees, and agents of such Acquired Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired Company; (c) confer with Buyer Buyers concerning operational matters of a material nature; and (d) otherwise report periodically to Buyer Buyers concerning the status of the business, operations, and finances of such Acquired Company.

COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1 ACCESS AND INVESTIGATION Access and Investigation ------------------------ Between the date of this Agreement and the Closing Date, Sellers Xxxxxxxxxx will, and will cause each Acquired Company and its Representatives to, (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer's Advisors") full and free reasonable access to each Acquired Company's personnel, properties (including subsurface testing), contracts, books and records, and other documents and data, (b) furnish Buyer and Buyer's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and Buyer's Advisors with such additional financial, operating, and other data and information as Buyer may reasonably request., and (d) furnish Buyer and Buyer's advisers with written consents and authorizations to obtain access to any governmental files and records relating to StyroChem International Ltd. 5.2 OPERATION OF THE BUSINESSES OF THE ACQUIRED COMPANIES Operation of the Businesses of the Acquired Companies ----------------------------------------------------- Between the date of this Agreement and the Closing Date, Sellers Xxxxxxxxxx will, and will cause each Acquired Company to: (a) conduct the business of such Acquired Company only in the Ordinary Course of Business; (b) use their Best Efforts its best efforts (but not more than commercially reasonable) to preserve intact the current business organization of such Acquired Company, keep available the services of the current officers, employees, and agents of such Acquired Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired Company; (c) confer with Buyer concerning operational matters of a material nature; and (d) otherwise report periodically to Buyer concerning the status of the business, operations, and finances of such Acquired Company.

COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired Company and its Representatives to, (a) afford Buyer Purchaser and its Representatives and prospective lenders and their Representatives (collectively, "BuyerPurchaser's Advisors") full and free access to each Acquired Company's personnel, properties (including subsurface testing), contracts, books and records, and other documents and data, (b) furnish Buyer Purchaser and BuyerPurchaser's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer Purchaser may reasonably request, and (c) furnish Buyer Purchaser and BuyerPurchaser's Advisors with such additional financial, operating, and other data and information as Buyer Purchaser may reasonably request. 5.2 OPERATION OF THE BUSINESSES OF THE ACQUIRED COMPANIES Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired Company to: (a) conduct the business of such Acquired Company only in the Ordinary Course of Business; (b) use their Best Efforts to preserve intact the current business organization of such Acquired Company, keep available the services of the current officers, employees, and agents of such Acquired Company, and maintain the relations and good will with suppliersInvestors, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired Company;; and (c) confer with Buyer Purchaser concerning operational matters of a material nature; and (d) otherwise report periodically to Buyer concerning the status of the business, operations, and finances of such Acquired Company.

COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired the Company and its Representatives to, (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer's Advisors") full and free access to each Acquired the Company's personnel, properties (including subsurface testing), contracts, books and records, and other documents and data, (b) furnish Buyer and Buyer's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and Buyer's Advisors with such additional financial, operating, and other data and information as Buyer may reasonably request. 5.2 OPERATION OF THE BUSINESSES OF THE ACQUIRED COMPANIES . Between the date of this Agreement and the Closing Date, Sellers Buyer will, and will cause each Acquired Company Premier and its Representatives to: , (a) conduct the business of such Acquired Company only in the Ordinary Course of Business; afford Sellers and their Representatives (collectively, "Sellers' Advisors") full and free access to Buyer's and Premier's personnel, properties, contracts, books and records, and other documents and data, (b) use their Best Efforts to preserve intact the current business organization furnish Sellers and Sellers' Advisors with copies of all such Acquired Companycontracts, keep available the services of the current officers, employeesbooks and records, and agents of such Acquired Companyother existing documents and data as Sellers may reasonably request, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired Company; (c) confer furnish Seller and Sellers' Advisors with Buyer concerning operational matters of a material nature; and (d) otherwise report periodically to Buyer concerning the status of the businesssuch additional financial, operationsoperating, and finances of such Acquired Companyother data and information as Sellers may reasonably request.

COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired the Company and its Representatives to, (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer's Advisors") full and free access to each Acquired the Company's personnel, properties (including subsurface testing), contracts, books and records, and other documents and data, (b) furnish Buyer and Buyer's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and Buyer's Advisors with such additional financial, operating, and other data and information as Buyer may reasonably request. 5.2 OPERATION OF THE BUSINESSES OF THE ACQUIRED COMPANIES COMPANY Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired the Company to: (a) conduct the business of such Acquired the Company only in the Ordinary Course of Business; (b) use their Best Efforts to preserve intact the current business organization of such Acquired the Company, keep available the services of the current officers, employees, and agents of such Acquired the Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired the Company; (c) confer with Buyer concerning operational matters of a material nature; and (d) otherwise report periodically to Buyer concerning the status of the business, operations, and finances of such Acquired the Company.

COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired the Company and its Representatives to, (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer's Advisors") full and free access to each Acquired the Company's personnel, properties (including subsurface testing), contracts, books and records, and other documents and data, (b) furnish Buyer and Buyer's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and Buyer's Advisors with such additional financial, operating, and other data and information as Buyer may reasonably request. Between the date of this Agreement and the Closing Date, Buyer will, and will cause Premier and its Representatives to, (a) afford Sellers and their Representatives (collectively, "Sellers' Advisors") full and free access to Buyer's and Premier's personnel, properties, contracts, books and records, and other documents and data, (b) furnish Sellers and Sellers' Advisors with copies of all such contracts, books and records, and other existing documents and data as Sellers may reasonably request, and (c) furnish Seller and Sellers' Advisors with such additional financial, operating, and other data and information as Sellers may reasonably request. 5.2 OPERATION OF THE BUSINESSES BUSINESS OF THE ACQUIRED COMPANIES COMPANY Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired the Company to: (a) conduct the business of such Acquired the Company only in the Ordinary Course of Business; (b) use their Best Efforts best efforts to preserve intact the current business organization of such Acquired the Company, keep available the services of the current officers, employees, and agents of such Acquired the Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired the Company; (c) confer with Buyer concerning operational matters of a material nature; and (d) otherwise report periodically to Buyer concerning the status of the business, operations, and finances of such Acquired the Company. Notwithstanding the foregoing, the Company shall have the right to pay prior to Closing the amounts owed Xxx Xxxxx under that certain promissory note in the original principal amount of $40,000.

COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired Company and its Representatives to, (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer's Advisors") full and free access to each Acquired Company's personnel, properties (including subsurface testing), contracts, books and records, and other documents and data, (b) furnish Buyer and Buyer's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and Buyer's Advisors with such additional financial, operating, and other data and information as Buyer may reasonably request. 5.2 OPERATION OF THE BUSINESSES OF THE ACQUIRED COMPANIES Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired Company to: (a) to conduct the business of such Acquired Company only in the Ordinary Course of Business; (b) ; use their Best Efforts to preserve intact the current business organization of such Acquired Company, ; use their Best Efforts to keep available the services of the current key officers, employees, and agents of such Acquired Company, ; and use their Best Efforts to maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired Company; (c) confer with Buyer concerning operational matters of a material nature; and (d) otherwise report periodically to Buyer concerning the status of the business, operations, and finances of such Acquired Company.

COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired the Company and its Representatives to, (ai) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer's Advisors") full and free access to each Acquired the Company's personnel, properties (including subsurface testing)properties, contracts, books and records, and other documents and data, (bii) furnish Buyer and Buyer's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (ciii) furnish Buyer and Buyer's Advisors with such additional financial, operating, and other data and information as Buyer may reasonably request. 5.2 OPERATION OF THE BUSINESSES OF THE ACQUIRED COMPANIES COMPANY Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired the Company to: (a) conduct the business of such Acquired the Company only in the Ordinary Course of Business; (b) use their Best Efforts to preserve intact the current business organization of such Acquired the Company, keep available the services of the current officers, employees, and agents of such Acquired the Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired the Company; (c) confer with Buyer concerning operational matters of a material nature; and (d) otherwise report periodically to Buyer concerning the status of the business, operations, and finances of such Acquired the Company.