ADDITIONAL COVENANTS AND AGREEMENTS OF THE SELLER Sample Clauses

ADDITIONAL COVENANTS AND AGREEMENTS OF THE SELLER. (a) The Seller will forward or pay over to the Buyer, as appropriate, any payments received on the Contracts from and after the Closing Date. Such payments from the Seller to the Buyer will be made in kind, if reasonably possible, and no later than two Business Days (as defined below) after receipt if the payment is made in kind or three Business Days after final payment is received by the Seller on any check, draft, money order or other instrument if the payment will be made with the general funds of the Seller. Business Day shall mean any day other than Saturday or Sunday on which national banks are open for business in Mississippi. (b) The Seller will use reasonable efforts to assist the Buyer in securing Loss Payable Clauses in favor of the Buyer with respect to all insurance covering any property, personal or real, described in Contracts and also an assignment of beneficial interest in any policy(ies) covering the Contracts and the obligations thereunder or the life or lives, sickness or disability of any Obligors. (c) The Seller agrees to mail as soon as reasonably practicable after the Closing Date, to each Obligor, at the most recent address reflected for such Obligor, a notice substantially in the form attached hereto as Exhibit E directing that all future payments to be made under the applicable Contract be directed to the Buyer. (d) Subject to the terms, conditions and limitations set forth in this Section 6(d), for a period of 30 days after the receipt by the Buyer of the items required to be delivered to it by the Seller pursuant to Sections 2(b)(i), 2(b)(ii) and 2(b)(vii) hereof (the "Review Period"), the Buyer shall be entitled to tender to the Seller for repurchase, and the Seller agrees to repurchase or, if the parties mutually agree, replace as provided below, one or more Contracts conveyed by the Seller to the Buyer hereunder by delivering written request therefor to the Seller (each a "Repurchase Notice") if and only if the representations and warranties made by the Seller in Section 4 of this Agreement with respect to such Contract tendered by the Buyer for repurchase by the Seller are alleged to be untrue or inaccurate in any material respect. Any Repurchase Notice delivered by the Buyer to the Seller with respect to a Contract tendered for repurchase shall set forth in reasonable detail the basis for the alleged untruth or inaccuracy (referred to herein as a "Defect") of the representations or warranties made by the Seller to the Buy...
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ADDITIONAL COVENANTS AND AGREEMENTS OF THE SELLER. Section 6.01 Noncompetition, Nonsolicitation and Nondisparagement
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Related to ADDITIONAL COVENANTS AND AGREEMENTS OF THE SELLER

  • Additional Covenants and Agreements (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company.

  • Special Covenants and Agreements SECTION 5.1. COMPANY TO MAINTAIN ITS CORPORATE EXISTENCE; CONDITIONS UNDER WHICH EXCEPTIONS PERMITTED. The Company agrees that during the term of this Agreement, it will maintain its corporate existence and its good standing in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation unless the acquirer of its assets or the corporation with which it shall consolidate or into which it shall merge shall (i) be a corporation organized under the laws of one of the states of the United States of America, (ii) be qualified to do business in the State, and (iii) assume in writing all of the obligations of the Company under this Agreement and the Tax Agreement. Any transfer of all or substantially all of the Company's generation assets shall not be deemed to constitute a "disposition of all or substantially all of the Company's assets" within the meaning of the preceding paragraph. Any such transfer of the Company's generation assets shall not relieve the Company of any of its obligations under this Agreement. The Company hereby agrees that so long as any of the Bonds are insured by a Bond Insurance Policy issued by the Bond Insurer and the Bond Insurer shall not have failed to comply with its payment obligations under such Policy, in the event of a Reorganization, unless otherwise consented to by the Bond Insurer, the obligations of the Company under, and in respect of, the Bonds, the G&R Notes, the G&R Indenture and the Agreement shall be assumed by, and shall become direct and primary obligations of, a Regulated Utility Company such that at all times the obligor under this Agreement and the obligor on the G&R Notes is a Regulated Utility Company. The Company shall deliver to the Bond Insurer a certificate of the president, any vice president or the treasurer and an opinion of counsel reasonably acceptable to the Bond Insurer stating in each case that such Reorganization complies with the provisions of this paragraph. The Company need not comply with any of the provisions of this Section 5.1 if, at the time of such merger or consolidation, the Bonds will be defeased as provided in Article VIII of the Indenture. The Company need not comply with the provisions of the second paragraph of this Section 5.1 if the Bonds are redeemed as provided in Section 3.01(B)(3) of the Indenture or if the Bond Insurance Policy is terminated as described in Section 3.06 of the Indenture in connection with a purchase of the Bonds by the Company in lieu of their redemption.

  • Covenants and Agreements of the Parties The Parties covenant and agree as follows:

  • Covenants and Agreements of the Company The Company further covenants and agrees with the Placement Agent as follows:

  • Covenants and Agreements of Seller Seller covenants and agrees with Buyer as follows:

  • Certain Covenants and Agreements of the Company The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows: A. To advise the Placement Agent and the Investor of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time as soon as the Company is either informed or becomes aware thereof. B. To use its commercially reasonable efforts to cause the Common Stock issuable in connection with the Standby Equity Distribution Agreement to be qualified or registered for sale on terms consistent with those stated in the Registration Rights Agreement and under the securities laws of such jurisdictions as the Placement Agent and the Investor shall reasonably request. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide the Placement Agent and the Investor copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, during the registration period of the Standby Equity Distribution Agreement, to the Investor upon the Investor's request, within forty five (45) days, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To comply with the terms of the Offering Materials. F. To ensure that any transactions between or among the Company, or any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in an "arm's length" transaction with an independent third party.

  • ADDITIONAL COVENANTS OF THE STOCKHOLDERS Each Stockholder hereby covenants and agrees that until the termination of this Agreement:

  • Additional Covenants of the Company The Company further covenants and agrees with each Underwriter as follows:

  • COVENANTS AND AGREEMENTS OF BUYER Buyer covenants and agrees with Seller as follows:

  • Covenants and Continuing Agreements So long as any amount owing in respect of the Obligations (whether or not due) shall remain unpaid, Borrower covenants that, unless otherwise consented to by Lender in writing, it shall:

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