BUYER'S OBLIGATIONS BEFORE CLOSING. Buyer agrees that, unless and until the Closing has been consummated, Buyer will hold in strict confidence, and will not use to the detriment of Seller, all data and information with respect to the Assets obtained in connection with this transaction. If the transaction contemplated by this Agreement is not consummated, Buyer will return to Seller all the data and information that Seller may reasonably request. Whether or not the Closing shall take place, Seller shall waive any cause of action, right or claim arising out of the access of Buyer or its representatives to any trade secrets or other confidential business information from the date of this Agreement until the Closing Date, except for the intentional competitive misuse by Buyer or its representatives of such trade secrets or other confidential business information if the Closing does not take place.
BUYER'S OBLIGATIONS BEFORE CLOSING. Buyer agrees that from and after the date of this Agreement and to and including the Closing Date:
BUYER'S OBLIGATIONS BEFORE CLOSING. 6.1 Information to be Held in Confidence. Buyer agrees that, unless and until the Closing has been consummated, it and its representatives will hold in strict confidence, and will not use to the detriment of Selling Parties, all information with respect to Corporation's business obtained in connection with this transaction or agreement and, if the transaction contemplated by this agreement is not consummated, will return to Selling Parties any and all such data and information.
BUYER'S OBLIGATIONS BEFORE CLOSING. Information To Be Held in Confidence. Buyer agrees that, unless and until the closing has been consummated, Buyer and its officers, directors, and other representatives will hold in strict confidence, and will not use to the detriment of Shareholder or Corporation, all data and information about the business of Corporation obtained in connection with this transaction or agreement, except as far as the data and information may be required by law to be included in Buyer’s proxy statement in connection with a meeting of its shareholders, required by the Securities Exchange Act of 1934, as amended, and the general rules and regulations issued under that act. If the transactions contemplated by this agreement are not consummated, Buyer will return to Selling Parties all that data and information that Selling Parties may reasonably request, including worksheets, test reports, manuals, lists, memoranda, and other documents prepared by or made available to Buyer in connection with this transaction.
BUYER'S OBLIGATIONS BEFORE CLOSING. 6.1. Cooperation in Securing Consents of Third Parties. Purchaser shall use its best efforts to assist the Company in obtaining the consent of all necessary Persons and agencies to the assignment and transfer to Purchaser of any and all properties and assets to be assigned and transferred under the terms of this Agreement.
BUYER'S OBLIGATIONS BEFORE CLOSING. (a) Approval of Seller’s Assets/Business Premises/Financial Condition/ Material Contracts/“AS IS” Sale. In conjunction with Section 2.1(a), and unless such period of time is extended in writing by mutual agreement of Buyer and Seller, Buyer will have until three business days prior to the Close to complete Buyer’s Due Diligence Inspection and approve the Assets, the Material Contracts and Seller’s Business which approval will be in Buyer’s sole and absolute discretion. Unless Buyer expressly disapproves in writing the Assets, Seller’s Financial Statements, the Material Contracts, and Seller’s Business within the prescribed period, Buyer shall be deemed to have approved same. Once Buyer has approved or has been deemed to approve the Assets, the Material Contracts, and Seller’s Business as provided in this Section 2.2(a), Buyer acknowledges and agrees that subject to any representations, warranties, covenants and agreements of Seller, all of which shall survive the Closing, the Assets shall be sold, transferred, assigned, conveyed and delivered by Seller to Buyer and purchased and acquired by Buyer in their “AS IS, WHERE IS CONDITION, WITH ALL FAULTS.”
BUYER'S OBLIGATIONS BEFORE CLOSING. Buyer covenants that from the date of this Agreement until the Date of Closing Buyer and its representatives will hold in strict confidence, and will not use to the detriment of Seller or Selling Shareholder any confidential customer data and information obtained in connection with this transaction or agreement, with respect to the Business of Sellers; and if the transactions contemplated by this Agreement are not consummated. Buyer will return to Seller all data and information that Seller may reasonably request, including all extracts and summaries, prepared by or made available to Buyer in connection with this transaction. All such information disclosed shall be kept confidential by Buyer.
BUYER'S OBLIGATIONS BEFORE CLOSING. Buyer will use its best efforts to assist Seller in obtaining the consent of all necessary persons and agencies to the assignment and transfer to Buyer of any and all properties, assets, and agreements, including agreements with United States Government or any of its agencies, to be assigned and transferred under the terms of this Agreement.
BUYER'S OBLIGATIONS BEFORE CLOSING. Prior to the Closing Date (or, in the event the Closing does not occur, for a period of two years following the date of this Agreement) Buyer shall use its reasonable commercial efforts to preserve the confidentiality of any information received from Seller or any of its agents or representative concerning the Business or the Assets in a manner consistent with Buyer's efforts to protect the confidentiality of its own confidential information; provided that Buyer at all times shall not be materially restricted in its investigation of the Assets or matters relating thereto. The above provisions of this Section shall be in addition to and not in lieu of any confidentiality or nondisclosure agreement between the parties, and shall not apply to any information which (a) prior to the time of disclosure is proven to have been independently known to the Buyer; (b) subsequent to the time of disclosure, has been proven to have legitimately entered the public domain through a source other than the Buyer, its employees, representatives or advisors or any other party informed of such confidential information by the Buyer; (c) subsequent to the time of disclosure, becomes or is made available to the Buyer by a third party having a lawful right to disclose such information to the Buyer who is not known by Buyer to be bound by any covenant of confidentiality or disclosure; or (d) must be disclosed by the Buyer pursuant to any law, regulation or judicial or administrative proceeding.
BUYER'S OBLIGATIONS BEFORE CLOSING. 5.1. Unless and until the closing has been consummated and except as may be necessary for Buyer to obtain acquisition and floor plan, financing, assignment of the Sales Agreements, permits and insurance, Buyer will hold in strict confidence all data and information with respect to the business of Seller obtained in connection with this transaction or Agreement.
