Changes in Representations and Warranties. Except as expressly contemplated by this Agreement, the Bankruptcy Code, other applicable Law or any ruling or Order of the Bankruptcy Court, including any DIP Financing Order or any Order authorizing the use of Cash Collateral, or with Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), between the date of this Agreement and the Closing Date, Seller shall use its best efforts to not enter into any transaction, take any action, or by unreasonable inaction permit an event to occur, which would result in any of its representations and warranties herein contained not being true and correct in any material respect at and as of the Closing Date. Seller shall promptly give written notice to Buyer and Buyer shall promptly give written notice to Seller upon becoming aware of (i) any fact which, if known on the date hereof, would have been required to be set forth or disclosed pursuant to this Agreement and (ii) any impending or threatened breach in any material respect of any of the representations and warranties contained in this Agreement and with respect to the latter shall use all reasonable efforts to remedy same.
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Sources: Asset Purchase Agreement (Rclc, Inc.), Asset Purchase Agreement (Rclc, Inc.)
Changes in Representations and Warranties. Except as expressly contemplated by this Agreement, the Bankruptcy Code, other applicable Law or any ruling or Order of the Bankruptcy Court, including any DIP Financing Order or any Order authorizing the use of Cash Collateral, or with Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), between Between the date of this Agreement and the Closing Date, Seller shall use its best efforts to not, and Seller shall not permit the Business to, enter into any transaction, take any action, or by unreasonable inaction permit an event to occur, which would result in any of its the representations and warranties of Seller herein contained not being true and correct in any material respect at and as of (a) the time immediately following the occurrence of such transaction or event or (b) the Closing Date. Seller shall promptly give written notice to Buyer and Buyer shall promptly give written notice to Seller upon becoming aware of (i) any fact which, if known on the date hereof, would have been required to be set forth or disclosed pursuant to this Agreement and (ii) any impending or threatened breach in any material respect of any of the representations and warranties contained in this Agreement and with respect to the latter shall use all reasonable efforts to remedy same. To the extent that any information required to be disclosed by Seller pursuant to clause (i) or (ii) of this Section 7.6 causes any schedule hereto to be inaccurate or incomplete, Seller shall in each case promptly supplement or amend the relevant portion of the applicable schedule hereto and provide such supplemented or amended schedule to Buyer; provided, however, that such amended or supplemented schedule shall not be taken into account for purposes of determining compliance with Section 8.1 hereof.
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