asset acquisitions - Jackson Walker LLP

The seller may want the contract to include pre-closing indemnification from thebuyer, in the event the closing does not occur, with respect to any claim, damage or expensearising out of inspections and related testing conducted on behalf of the buyer, including thecost of restoring the property to its original condition, the removal of any liens against thereal property and improvements and compensation for impairment to the seller’s use andenjoyment of the same. If the contract is terminated, the seller does not want to be leftwithout recourse against the buyer with respect to these matters. Any such indemnificationshould survive the termination of the agreement. In addition, upon termination, the sellermay wish to have the buyer prove payment for all work performed and deliver to the sellercopies of all surveys, tests, reports and other materials produced for the buyer to compensatethe seller for the inconvenience of enduring the inspection only to have the contractterminated. Having the benefit of use of the reports will save the seller time in coming toterms with the next prospective buyer.5.2 OPERATION OF THE BUSINESS OF SELLERBetween the date of this Agreement and the Closing, Seller shall (and Shareholders shallcause Seller to):(a)conduct its business only in the Ordinary Course of Business;(b) except as otherwise directed by Buyer in writing, and without making anycommitment on Buyer’s behalf, use its Best Efforts to preserve intact its current businessorganization, keep available the services of its officers, employees, and agents, and maintainits relations and good will with suppliers, customers, landlords, creditors, employees, agents,and others having business relationships with it;(c)confer with Buyer prior to implementing operational decisions of a material nature;(d) otherwise report periodically to Buyer concerning the status of its business,operations and finances;(e) make no material changes in management personnel without prior consultation withBuyer;(f) maintain the Assets in a state of repair and condition which complies with LegalRequirements and is consistent with the requirements and normal conduct of Seller’sbusiness;(g) keep in full force and effect, without amendment, all material rights relating toSeller’s business;(h) comply with all Legal Requirements and contractual obligations applicable to theoperations of Seller’s business;(i) continue in full force and effect the insurance coverage under the policies set forth inPart 3.21 or substantially equivalent policies;3148166v1- 114 -