Common use of Obligations of Parties Prior to Closing Date Clause in Contracts

Obligations of Parties Prior to Closing Date. During the period from the date hereof to the Closing date: 6.01. Buyer shall not conduct any business other than in the ordinary course, shall not declare or pay any dividends or increase salary or compensation or any party, or enter into any material contracts, agreements, instruments or other commitments without the prior written consent of Seller. Seller shall not license, sell, assign or encumber any of its trademarks, tradenames, service marks, know-how or proprietary information. 6.02. Buyer shall give Seller's representatives full access, during normal business hours and upon reasonable notice, to all of the assets, properties, books, financial records, accounts and sales records of the Buyer, working papers of its accountants, agreements and commitments of the Assets, and furnish Seller's representatives all such information concerning the Buyer as Seller may request, including copies of all the documents described in this Agreement and the exhibits hereto; provided, however, that any furnishing or such information to Seller for investigation by Seller shall not affect the right of Seller to rely upon the representations and warranties made by the Buyer in this Agreement; and provided, further, that Seller will hold in strictest confidence all documents and information concerning the Buyer, and, if the transactions contemplated in this Agreement shall not be consummated, shall maintain such confidence and immediately thereafter return all such documents to the Buyer. 6.03. Buyer shall use its best efforts to conduct its business in the manner in which the same had heretofore been conducted, except as otherwise consented to by Seller and in conformity with all applicable laws, maintain its properties in good repair and operating condition, and maintain its books of accounts in a manner which accurately reflects all items of its income, expenses and liabilities, in accordance with generally accepted accounting principles consistently applied. 6.04. Buyer shall not merge or consolidate with, or agree to sell any of the operations being conducted by it, or (otherwise that in the ordinary course of business) any of its assets to any other organization, or enter into any agreement to do any of the foregoing, in each case without the prior consent of Seller. 6.05. Seller shall not take any action or omit to take any action if the effect thereof is or may be to cause any of the representations or warranties of the Seller herein to be inaccurate or incomplete in any respect as if such representations or warranties were made at and as of the Closing. 6.06. From and after the date of this Agreement and until the Closing Date (the "Interim Period"):