Organization and Transition. The Corporation will use commercially reasonable efforts consistent with sound business judgment to preserve intact its present business or organization, to retain the services of its present employees, to preserve its relationships with customers, subscribers, advertisers, sponsors, suppliers and others having business relationships with it and to maintain the goodwill enjoyed within the markets served by the Business. Seller agrees to cause the Corporation to deliver to Buyer all information reasonably requested by Buyer with respect to the Corporation, except to the extent that it may be restricted from doing so by applicable law.
Organization and Transition. Seller shall use all reasonable efforts consistent with sound business judgment to preserve intact the present business or organization of the Security Business, to retain the services of its present employees, to preserve its relationships with customers, suppliers and others having business relationships with it and to maintain the goodwill enjoyed within the areas served by the Security Business. Seller shall provide each of the customers of the Security Business with written notice of the transactions contemplated by this Agreement pursuant to a letter in the form of Exhibit 7. Seller shall cooperate with Buyer to cause an expeditious conversion of the accounts. Seller agrees to deliver to Buyer all information reasonably requested by Buyer's central station, including the standard emergency information for each customer. Seller will deliver originals of the customers' contracts and all files and documents relating thereto to Buyer at Closing. If requested to do so by Buyer, Seller will assist in the orderly transition of the customer base by mailing the customers' next scheduled invoice.
Organization and Transition. Seller will use all reasonable commercial efforts consistent with sound business judgment to preserve intact Seller's present business or organization, to retain the services of its present employees, to preserve its relationships with customers, suppliers and others having business relationships with it and to maintain the goodwill enjoyed within the areas served by the Business. Seller will provide each of its customers with written notice of these transactions in form and substance satisfactory to Buyer. Seller will deliver originals of all of the Material Contracts and other agreements referred to in this Agreement and all files and documents relating thereto to Buyer at Closing. If requested to do so by Buyer, Seller will assist Buyer in the orderly transition of the customers of the Business to Buyer.
Organization and Transition. (a) Seller shall use all reasonable efforts consistent with sound business judgment to preserve intact the present business or organization of the Security Business, to retain the services of its present subcontractors, to preserve its relationships with customers, suppliers and others having business relationships with it and to maintain the goodwill enjoyed within the areas served by the Security Business. Seller and Buyer shall provide each of the customers of the Security Business with written notice of the transactions contemplated by this Agreement pursuant to a letter in the form of Exhibit 6. Buyer and Seller shall share equally the cost of such notice. Seller shall cooperate with Buyer to cause an expeditious conversion of the accounts. Seller agrees to deliver to Buyer all information reasonably requested by Buyer's central station, including the standard emergency information for each customer. Seller will deliver originals of the customers' contracts and all files and documents relating thereto to Buyer at Closing. If requested to do so by Buyer, Seller will assist in the orderly transition of the customer base after Closing by maintaining the billing information for the accounts and mailing the customers' invoice for the month of July, 1995 (with Buyer's return payment envelope included in such invoice) and in consideration thereof, Buyer will pay to Seller the sum of $1.00 per invoice. Seller shall thereafter transfer the billing information to Buyer and provide Buyer with such reasonable assistance as may be necessary in order to permit Buyer to mail invoices for the month of August, 1995.
(b) Seller shall, at its expense, either (i) secure new telephone numbers and/or lines for those customers which share telephone numbers and/or lines with third parties, or (ii) Seller shall provide Buyer a credit against the Purchase Price equal to $35.00 for each customer that requires a post-closing "chip change" service call by Buyer (the "Chip Change Credit"). Accounts which may require a chip change are listed on Schedule J. Buyer shall be entitled to payment of the Chip Change Credit from Escrow (on a regular basis but no more often than monthly) from time to time as Buyer incurs costs relating thereto, and Seller agrees to provide written notice to the escrow agent in order to permit such amounts to be released to Buyer.
Organization and Transition. The Parent will cause the Company to use all reasonable efforts consistent with sound business judgment to preserve intact their present business and organization, to retain the services of their present employees, to preserve their relationships with customers, suppliers and others having business relationships with them and to maintain the goodwill enjoyed within the areas served by the Security Business. If requested to do so by Buyer, Sellers's Representative will assist in Buyer, as Buyer may reasonably request, in the orderly transition of the Security Business and taking control of the Assets.
