Covenants and Other Agreements. Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.
Covenants and Other Agreements. Seller shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.
Covenants and Other Agreements. (a) The Company covenants and agrees with the Underwriters as follows:
Covenants and Other Agreements. 10 ARTICLE 6
Covenants and Other Agreements. Seller shall have performed, in all respects, its covenants, promises and agreements in this Agreement on or prior to the applicable Conversion Date;
Covenants and Other Agreements. Section 5.01.
Covenants and Other Agreements. Section 5.01. PRE-CLOSING COVENANTS OF TWO HARBORS LLC. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement or the other applicable Formation Transaction Documentation, Two Harbors LLC shall cause Two Harbors Property to use commercially reasonable efforts to conduct its business and operate and maintain the Properties in the ordinary course of business consistent with past practice, continue to fund the trust accounts of its property managers to fund operating and renovation costs in a manner consistent with past practice, pay its obligations as they become due and payable, and use commercially reasonable efforts to preserve intact its current business organizations and preserve its relationships with customers, tenants, suppliers and others having business dealings with it, in each case consistent with past practice. In addition, and without limiting the generality of the foregoing, during the period from the date hereof to the Closing Date and except in connection with the Formation Transactions, Two Harbors and Two Harbors LLC shall not permit Two Harbors Property or any Subsidiary of Two Harbors Property without the prior written consent of the REIT, which consent may be withheld by the REIT in its sole discretion, to:
Covenants and Other Agreements. The parties hereto covenant and agree as follows: 6.1
Covenants and Other Agreements. The Parties covenant and agree as follows:
Covenants and Other Agreements. 29 Section 5.1. Pre-Closing Covenants of Sellers 29 Section 5.2. Pre-Closing Covenants of ISG and Buyer 32 Section 5.3. Other Covenants of Sellers, ISG and Buyer 34 Section 5.4. Employment Covenants and Other Undertakings 36 Section 5.5. Covenants Relating to Public Offering and the Financing 38 Section 5.6. Covenants Relating to Railroad Subsidiaries 39 Section 5.7. Consideration Shares 41 ARTICLE 6. TAXES 42 Sectio n 6.1. Taxes Related to Purchase of Acquired Assets 42 Section 6.2. Cooperation on Tax Matters 42 Section 6.3. Purchase Price Allocation 43 ARTICLE 7. CONDITIONS PRECEDENT TO PERFORMANCE BY PARTIES 43 TABLE OF CONTENTS (Continued) Page Section 7.1. Conditions Precedent to Performance by Sellers 43 Section 7.2. Conditions Precedent to the Performance by ISG and Buyer 44 ARTICLE 8. TERMINATION 46 Section 8.1. Conditions of Termination 46 Section 8.2. Effect of Termination; Remedies 47 Section 8.3. Exclusive Remedy 48 ARTICLE 9. SURVIVAL AND INDEMNIFICATION 48 Section 9.1. Survival; Indemnification 48 Section 9.2. Specific Performance 49 Section 9.3. Remedy for Deferred Purchase Price Payment 49 Section 9.4. Exclusive Remedy 49 ARTICLE 10. BIDDING PROCEDURES 49 Section 10.1. Bidding Procedures 49 Section 10.2. Sale Hearing and Entry of Bankruptcy Sale Order 50 ARTICLE 11. MISCELLANEOUS 51 Section 11.1. Allowed Administrative Expenses 51 Section 11.2. Alternative Transaction 51 Section 11.3. Further Assurances 51 Section 11.4. Successors and Assigns 51 Section 11.5. Governing Law; Jurisdiction 51 Section 11.6. Expenses 52 Section 11.7. Broker's and Finder's Fees 52 Section 11.8. Severability 52 Section 11.9. Notices 52 Section 11.10. Amendments; Waivers 53 Section 11.11. Public Announcements 53 Section 11.12. Entire Agreement 54 Section 11.13. No Third Party Beneficiaries 54 Section 11.14. Headings 54 Section 11.15. Counterparts 54 Section 11.16. Joint and Several 54 Section 11.17. Joint Drafting 54 Section 11.18. Construction 54 Section 11.19. Performance Deposit 54 ARTICLE 12. DEFINITIONS 55 Section 12.1. Certain Terms Defined 55 Section 12.2. All Terms Cross-Referenced 62 EXHIBITS Exhibit A Bankruptcy Sale Order Exhibit B Bidding Procedures and Sale Motion Exhibit C Bidding Procedures Order Exhibit D ISG Class B Common Stock Terms Exhibit E Reference Balance Sheet SCHEDULES Schedule 1.1(b) - Real Property Schedule 1.1(d) - Acquired Contracts Schedule 1.1(f) - Inventory and Supply Locations Schedule 1.1(h) - Intellectual Property Schedule 1.1(j)...
