Additional Interim Actions Clause Samples

Additional Interim Actions. The parties contemplate that Purchaser may, from time to time prior to Closing, request that certain actions be taken by Asset Seller with respect to the Business or that improvements be made to the Real Property. In connection with any such requests by Purchaser or actions taken by Asset Seller in response to such requests: (1) Purchaser hereby warrants and represents to Asset Seller that ▇▇▇ ▇▇▇▇▇▇ is expressly authorized on behalf of Purchaser to request (i) that the Asset Seller make improvements to the Real Property, (ii) that the Asset Seller purchase furniture, fixtures and equipment for use in the Business, and/or (iii) that the Asset Seller take other actions with respect to the Business and/or the Real Property. Further, Purchaser hereby warrants and represents to Asset Seller that (i) any such requests by ▇▇▇ ▇▇▇▇▇▇ shall be binding on Purchaser and (ii) Purchaser will bear the costs and expense of actions taken by Asset Seller in response to such requests. (2) The determination as to whether or not to perform any actions requested by Purchaser in accordance with this paragraph (f) shall be within the sole discretion of Asset Seller. If Asset Seller performs any action so requested, Purchaser shall reimburse Asset Seller, on demand, for all costs and expenses incurred by Asset Seller in performing the action requested. Further, notwithstanding that the Closing does not occur, Purchaser shall have no right, and hereby expressly waives any right, of reimbursement or repayment of any amounts paid to Asset Seller by Purchaser under this paragraph (f).”