Actions of Seller. Seller will not take any action which would result in a material breach of any of its representations and warranties hereunder. Furthermore, Seller shall cooperate with Purchaser and use its best efforts to cause all of the conditions to the obligations of Purchaser under this Agreement to be satisfied on or prior to and at the Closing Date.
Actions of Seller. 8 6.3 Notice........................................................ 8 6.4 Supplemental Information; Disclosure Supplements.............. 8 ARTICLE VI-A COVENANTS OF PURCHASER.............................................. 8 6.A.1 Limitation on Additional Purchases............................ 8 6.A.2 Share of Profits.............................................. 8 6.A.3 Supplemental Information...................................... 9 6.A.4 Application................................................... 9 ARTICLE VII COOPERATION......................................................... 9 7.1 Reasonable Efforts............................................ 9 ARTICLE VIII
Actions of Seller. Seller agrees that unless this Agreement is terminated in accordance with the provisions hereof, (i) Seller will not acquire any additional shares of the capital stock of Holding Company (other than stock dividends, if any, declared and paid by Holding Company on the Shares, which stock dividends shall be included for all purposes hereunder in the definition of Shares), (ii) Seller will not encumber any of the Shares, (iii) Seller will not sell or offer to sell any of the Shares to any Person other than the Purchaser, (iv) Seller will not take any other action which could have the effect of preventing or disabling the performance by either of such parties of their respective obligations under this Agreement, or which could materially and adversely affect the rights of Purchaser hereunder.
Actions of Seller. Seller shall not sell, convey, assign, lease or otherwise transfer all or any part of the Property, or cause or permit by Seller or those claiming by, through, or under Seller any new liability, encumbrance or obligation to be placed or imposed upon all or any part of the Property from the date hereof until Close of Escrow and recordation of the Deed.
Actions of Seller. Seller shall take all such actions as may be reasonably necessary to consummate the transactions contemplated hereby, including without limitation, such actions as may be necessary to obtain prompt Bankruptcy Court approval of the transactions contemplated hereby. While Seller will cooperate with parties identifying themselves as potential bidders and Seller will assist such parties in conducting due diligence, by virtue of executing this Agreement, Seller has committed to use its best efforts to consummate the sale of its Assets to Purchaser and Seller shall not, therefore, undertake any activity seeking to solicit competing bidders to the bid of Purchaser (other than providing notice of the Sale Hearing and the Sale Procedures to those parties previously identified by the investment banker retained by Seller as prospective and interested purchasers and conducting any advertising as may be deemed necessary and prudent by the Bankruptcy Court).
Actions of Seller. And Purchaser At The Closing....................11 ARTICLE 10
Actions of Seller. At the Closing, Seller shall deliver an executed counterpart or counterparts of the following to Purchaser:
Actions of Seller. 21 4.2 Agreements of Purchaser Pending the Closing.....................21 (a) Press Release.............................................21 (b) Actions of Directors of Purchaser.........................22 (c) Actions of Purchaser......................................22
Actions of Seller. Since December 31, 1998 and except as disclosed to Purchaser in Schedule 5.15, Sellers have not (i) mortgaged, pledged or subjected to lien, charge, or any other encumbrance, any of the Acquired Assets, except for liens held by Fleet National Bank, as agent; (ii) waived any rights of value related to the Acquired Assets; (iii) entered into any material transaction with respect to the Acquired Assets; (iv) had any material adverse change in the condition, financial or otherwise, of the Acquired Assets, Assumed Liabilities, or Listed Instruments.
Actions of Seller. Seller shall cooperate with Purchaser and use reasonable commercial efforts to cause all of the conditions to the obligations of Purchaser and Seller under this Agreement to be satisfied on or prior to the Closing Date. In the event that Seller determines that a condition is not reasonably likely to be so satisfied, Seller shall promptly notify Purchaser of such determination.
