Seller and Seller s Principals hereby agree to assign to Buyer all of Seller's right, title and interest in and under, and Buyer hereby agrees to assume all of Seller's obligations (except as otherwise set forth herein or in the Assignment and Assumption Agreement) arising under, the Assumed Contracts, and Seller and Buyer each hereby agree to execute and deliver on the Closing Date an assignment and assumption agreement, substantially in the form of Exhibit B attached hereto (the "Assignment and Assumption Agreement").
Seller and Seller s Principals agree to execute and deliver to Buyer on the Closing Date, a non-competition agreement, substantially in the form of Exhibit D attached hereto (the "Non-Competition Agreement").
Seller and Seller s Shareholders represent and covenant that since January 1, 1999 and during the period from the date of this Agreement to the Closing (except as Buyer otherwise has consented in writing):
Seller and Seller s Shareholders have used and shall continue to use their reasonable business efforts to preserve the Business and the Purchased Assets and to keep available to Buyer the services of Seller's present employees, and not to impair relationships with suppliers, customers and others having business relations with the Seller; provided, Seller shall consult with Buyer and obtain Buyer's written consent prior to committing to material obligations to be assumed by Buyer.
Seller and Seller s Shareholders shall hold in strictest confidence and not disclose or use any confidential information relating to the Business, except for disclosure of confidential information of the Business to Buyer in connection with the transaction contemplated by this Agreement.
Seller and Seller s Tenant shall not amend, modify or terminate any Contract without Buyer's consent (which consent shall not be required if such amendment, modification or termination would not be binding upon the Buyer after Closing), except as provided in Section 15 hereof;
Seller and Seller s Associates have the power and authority to execute, deliver and perform this Agreement and to consummate the transaction intended hereby. This Agreement and all such other agreements and obligations entered into and undertaken in connection with the transaction contemplated hereby, constitute the valid and legally binding obligations of Seller and Seller's Associates, enforceable against Seller and Seller's Associates in accordance with their respective terms. Except as provided herein, no consent, approvals or waivers are required to be obtained in connection with Seller's or Seller's Associates performance of the transaction contemplated hereby. The execution and performance of this Agreement does not conflict, or constitute breach of or result in a default under any contract or indenture to which Seller or Seller's Associates is a party or to which any of them is subject.
Seller and Seller s Shareholder have the power and authority to execute, deliver and perform, and has taken all action necessary to execute, deliver and perform the Agreement. Seller and Seller’s Shareholder have duly executed and delivered the Agreement.
Seller and Seller. Shareholders shall jointly and severally take all actions to procure, as soon as possible and in no event later than the Second Closing Date, all those Permits listed on Part 2 of Exhibit S in accordance with applicable Laws.
Seller and Seller s Principals shall agree in writing to provide Buyer with Seller's interim financials for the period from January 1, 1998 and the Closing Date, no later than thirty (30) days after the Closing Date; and
