11/04/2019 BOARD OF SELECTMEN Agenda Packet

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actions will violate any provision of law or of the charter or By-Laws of the Corporation or will violate or constitute a default under or will result in any breach of any Agreement to which the Seller is a party or by which the Purchased Stock may be bound,or will result in any lien or encumbrance on the Purchased Stock, 2.3 Conduct of the Business. The Seller covenants that pending the closing; a. The business will be conducted only in the ordinary course; b. No contract or commitment will be entered into in the operation of the business except normal commitments for the purchase of inventories or supplies which shall be first approved by the Buyer; and C. The Seller will use its best efforts to preserve the business and preserve for the Buyer the goodwill of the Seller's suppliers,customers and others having business relations with the Sellers. 2.4 Valid and Binding Obligation. This Agreement constitutes,and each instrument to be executed and delivered by the Seller in accordance herewith will constitute,the valid and legally binding obligation of the Seller,enforceable against it in accordance with their respective terms. 2.5 Litigation. There is no litigation pending,or to the knowledge of the Seller, threatened,which involves or adversely affects the Purchased Assets,the transactions contemplated by this Agreement or the rights to be acquired by the Buyer pursuant hereto. 2.6 Representations and Warranties of the Seller True. No representation or warranty of the Seller contained in this Agreement contains,or will contain,any untrue statement of a material fact or omits,or will omit,to state a material fact necessary to make any representation or warranty herein or therein contained not misleading. III. CONTINGENCIES(None) IV.INDEMNIFICATION (Intentionally deleted) V. OTHER PROVISIONS 5.1 Captions. The captions hereunder are for the convenience of the parties and shall not