Common use of Affirmative Requirements Clause in Contracts

Affirmative Requirements. Between the date of this Agreement and the Closing Date, and for as long as Purchaser is not in default hereunder or under the Real Property Purchase Agreement, Asset Seller shall: (i) maintain its properties and facilities in as good working order and condition as at present, ordinary wear and tear excepted; (ii) perform all of its obligations under agreements relating to or respecting its Assets, properties, and rights; (iii) keep in full force and effect present insurance coverage or other comparable insurance coverage, as may be necessary to conserve the Assets adequately; (iv) use its best efforts to maintain and preserve the Business intact; retain its present employees; and maintain its relationships with suppliers, customers and others having business relations with it; (v) report promptly to Purchaser any fact, circumstance or occurrence that may in any way be expected to result in a material adverse change in the prospects, business or financial condition of Asset Seller and the Business; (vi) give Purchaser prompt written notice of any fact, circumstance, occurrence or matter that would cause any of the representations, warranties or covenants of Asset Seller set forth herein to be untrue, incorrect or misleading (and if any such fact, occurrence, circumstance or matter arises following the date hereof, Asset Seller shall use its best efforts to cure any such untruth, incorrectness or misleading information); and (vii) carry on the Business in substantially the same manner as it has previously and not introduce any material new method of management, operation or accounting; and (viii) maintain and keep in good standing the Licenses.