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 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 Tenant shall not amend, modify or terminate any Contract without Buyer's consent (which consent shall not be required if such amendment, modification or termination would not be binding upon the Buyer after Closing), except as provided in Section 15 hereof;
Seller and Seller s Shareholders represent and covenant that since January 1, 1999 and during the period from the date of this Agreement to the Closing (except as Buyer otherwise has consented in writing):
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 Shareholders shall hold in strictest confidence and not disclose or use any confidential information relating to the Business, except for disclosure of confidential information of the Business to Buyer in connection with the transaction contemplated by this Agreement.
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.
Seller and Seller s officers and directors agree to protect, indemnify, hold harmless and defend Buyer and any mortgagee, and each of their respective partners, directors, officers, agents and employees, successors and assigns, from and against:
Seller and Seller. S SHAREHOLDERS hereby agree to indemnify, defend and hold BUYER and IVDesk Holdings, Inc. harmless from and against and in respect of any and all liabilities, losses, damages, claims, costs and expenses, including, without limitation, interest, penalties and attorneys' fees relating to:
Seller and Seller s Active Businessmen will undertake, at Buyer's expense, all reasonable action necessary or appropriate to permit Buyer, if Buyer so desires, to take over Seller's pension and profit-sharing plan, if any, as a successor employer, and will cooperate with Buyer with respect to this undertaking.
