SELLER'S OBLIGATIONS BEFORE CLOSING. Seller covenants that, except as otherwise agreed in writing by Buyer, from the date of this Agreement until the Closing:
SELLER'S OBLIGATIONS BEFORE CLOSING. Seller covenants and agrees that from the date of this Agreement until the Closing:
SELLER'S OBLIGATIONS BEFORE CLOSING. Seller agrees that from and after the date of this Agreement and to and including the Closing Date:
SELLER'S OBLIGATIONS BEFORE CLOSING. Seller covenants that from the date of this Agreement and until the Closing Date:
(a) Purchaser and its counsel, accountants and other representatives shall have full access to all properties, books, accounts, records, contracts and documents of or relating to the Assets, but Purchaser shall not have access to any information not related to the Assets. Seller shall furnish or cause to be furnished to Purchaser and its representatives all data and information concerning the Assets that may be reasonably requested. Seller agrees that, unless and until the Closing has been consummated, Seller and its officers, directors and other representatives will hold in strict confidence, and will not use to the detriment of Purchaser, all data and information with respect to Purchaser and Purchaser's business and operations obtained in connection with this transaction or Agreement. If the transaction contemplated by this Agreement are not consummated, Purchaser will return to Seller all data and information that Seller may reasonably request including all documents prepared or made available to Purchaser by Seller in connection with this Agreement.
(b) Seller will, with respect to the Qualified Customer Accounts, carry on its business and activities diligently and in substantially the same manner as they previously have been carried out and shall not make or institute any unusual or novel methods of management or operations to the detriment of Purchaser that vary materially from those methods used by Seller as of the date of this Agreement relating to the Qualified Customer Accounts, without the prior written consent of Purchaser.
SELLER'S OBLIGATIONS BEFORE CLOSING. (a) All representations and warranties of Seller set forth in this Agreement and in written statements delivered to Buyer by Seller under this Agreement will be as true and correct on the date of Closing as if they had been made on that date.
(b) The execution and delivery of an Affidavit Effecting Real Estate clarifying the scrivener’s error involving “Queen City Cutlery Company” and “The Queen Cutlery Company” and “Queen Cutlery Company”.
SELLER'S OBLIGATIONS BEFORE CLOSING. Seller covenants that from the date of this Agreement until Closing Buyer and its counsel, accountants, and other representatives shall have full access during normal business hours to all properties', books, accounts, records, contracts and documents that relate to both the Business and the customers included on the Customer List of the Business (i.e., Seller is not obligated to provide access to its books and records that do not relate to the Business, or that relate to products or services of Seller that are not part of the Business and that are provided by Seller to customers that are included on the Customer List. Seller shall furnish or cause to be furnished to Buyer and their representatives all data and information concerning the customers of the Business serviced on or off the Premises as may be requested. Seller and Selling Shareholder will assist Buyer in every reasonable manner between the date hereof and the Date of Closing for an orderly transition of the operations of the Business.
SELLER'S OBLIGATIONS BEFORE CLOSING. 4.1 Seller and Parent covenant that from the date of this Agreement until the Closing:
4.1.1 Seller will furnish or cause to be furnished to Buyer and its representatives all data and information concerning the Business that may reasonably be requested.
4.1.2 Seller will conduct the Business diligently and in substantially the same manner as it previously have been conducted.
4.1.3 Seller will use its best efforts to preserve the Business intact, to keep available to Seller its present employees, and to preserve its present relationships with suppliers, manufacturers, customers, and others having business relationships with it.
SELLER'S OBLIGATIONS BEFORE CLOSING. Buyer's Access to Premises and Information Buyer, including any agents it may appoint, shall have full access during normal business hours to all properties, books, accounts, records, contracts, and documents of or relating to Seller's business. Seller shall furnish to Buyer and its agents all data and information concerning the business, finances, and properties of Seller that Buyer may reasonably request. Seller shall also allow Buyer full access to Seller's processes, plant and other property, equipment, and inventories of raw and processed material.
SELLER'S OBLIGATIONS BEFORE CLOSING. (a) From and after the expiration of the Due Diligence Period until the Settlement Date, Seller will not modify, extend, terminate or otherwise change any of the terms, covenants or conditions of any leases affecting the Property, or enter into new leases or any other obligations or agreements affecting the Property without the prior written consent of Buyer, which consent may be withheld by Buyer in its sole and absolute discretion.
(b) Prior to the date of Settlement, Seller shall operate, manage, and insure the Property in a manner consistent with Seller's historic and customary practice, shall maintain present services and shall perform when due all of Seller's obligations under agreements relating to the Property. None of the Personal Property shall be removed from the Property unless replaced by Personal Property of equal or greater utility or value.
(c) From and after the mutual execution hereof, Seller will not make any material alterations to the Property, unless approved by Buyer.
(d) Seller shall use commercially reasonable efforts to preserve intact and unimpaired any and all right-of-way, access, easements, grants, appurtenances, rights, privileges, leases, contacts, agreements, and licenses in favor of, relating to, or benefitting all or any portion of the Property.
SELLER'S OBLIGATIONS BEFORE CLOSING. Seller shall complete the core and shell of the Headquarters Building in accordance with the terms and conditions of Exhibit B.
