Conduct of Business During Transition Period Clause Samples

Conduct of Business During Transition Period. (a) Except as Buyer may otherwise consent to in writing, during the Transition Period, Seller shall exert its commercially reasonable best efforts to maintain its capability for the manufacturing and delivery of the Product, consistent with its current manufacturing practices for the Product. (b) During the Transition Period, Seller shall exert its commercially reasonable best efforts to preserve intact Seller’s business organization with respect to the Business, and to preserve its good will with all suppliers, Customers, employees and others having business relations with the Business. (c) During the Transition Period, Seller shall afford Buyer and its representatives, to the extent reasonably required to effectuate the orderly transition of the Business access, during normal business hours and upon reasonable notice, (i) to Seller’s manufacturing facility located in Methuen, Massachusetts (including, without limitation, for the purpose of inspecting and testing the Equipment prior to removal and preparation for shipment to Buyer), and (ii) to such records and information regarding the Business as Buyer may reasonably request. Seller shall cooperate with Buyer in visiting or contacting Customers of, and Persons having other business relationships with, Seller. Any investigation by Buyer and furnishing of information to Buyer shall not affect the right of Buyer to rely on the representations, warranties, covenants and agreements of Seller in this Agreement.