Common use of Given to The Purchaser Clause in Contracts

Given to The Purchaser. Each Vendor and the Company covenant and agree with The Purchaser that the Vendors and the Company will: (a) permit the Purchaser’s representatives at its own cost, as applicable, full access to the Company's books, records and property including, without limitation, all of the Assets, contracts and minute books of the Company, so as to permit The Purchaser to make such investigation of the Company as the Purchaser deems necessary; (b) do all such acts and things necessary to ensure that all of the representations and warranties of the Vendors and the Company, or any one of them, remain true and correct, and not do any such act or thing that would render any representation or warranty of the Vendors and the Company or any one of them untrue or incorrect; (c) from and including the Effective Date through to and including the Time of Closing, preserve and protect the goodwill, Assets, business and undertaking of the Company and, without limiting the generality of the foregoing, carry on the business of the Company in a reasonable and prudent manner; (d) not negotiate with any other person in respect of a purchase and sale of any of the Company or any part of the Assets, other than in the ordinary course of business.

Given to The Purchaser. Each Vendor and the Company covenant and agree with The Purchaser that the Vendors and the Company will: (a) permit the Purchaser’s 's representatives at its own cost, as applicable, full access to the Company's books, records and property including, without limitation, all of the Assets, contracts and minute books of the Company, so as to permit The Purchaser to make such investigation of the Company as the Purchaser deems necessary; (b) do all such acts and things necessary to ensure that all of the representations and warranties of the Vendors and the Company, or any one of them, remain true and correct, and not do any such act or thing that would render any representation or warranty of the Vendors and the Company or any one of them untrue or incorrect; (c) from and including the Effective Date through to and including the Time of Closing, preserve and protect the goodwill, Assets, business and undertaking of the Company and, without limiting the generality of the foregoing, carry on the business of the Company in a reasonable and prudent manner; (d) not negotiate with any other person in respect of a purchase and sale of any of the Company or any part of the Assets, other than in the ordinary course of business.