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 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 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 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.