Additional Covenants of Seller and Parent Pending Closing Sample Clauses

Additional Covenants of Seller and Parent Pending Closing. Pending the Closing, Seller and Parent shall cooperate fully with Purchaser, its officers, employees, representatives and agents in connection with accomplishing the satisfaction of all conditions to the Closing and with all other matters relating to the consummation of the transactions contemplated by this Agreement. Pending the Closing and subject to all the limitations contained in and provisions of the Family Educational Rights and Privacy Act of 1974, 20 U.S.C. (S) 1232g, as amended, and any other relevant requirements of federal or state law, Seller shall afford to all representatives of Purchaser reasonable access during normal business hours to the assets, properties, books, financial statements, work papers and records of Seller related to the School in order that Purchaser have full opportunity to make investigations of the School and the Assets. In addition, Seller shall use good faith efforts to assist Purchaser in obtaining any required accreditation from any Accrediting Body reasonably necessary for Purchaser's operation of the Schools, including furnishing Purchaser such necessary information and reasonable assistance as Purchaser may request in connection with its preparation of necessary filings, submissions or applications to any such Accrediting Body in connection with the transactions contemplated hereby. Furthermore, during the period from the date of this Agreement to the Closing Date, Seller and Parent shall conduct no business and incur or assume no liabilities or obligations of any kind or nature relating to the School, the Assets or this Agreement, except for such business, liabilities and obligations as may be conducted or incurred in the ordinary course of business of the School or as expressly permitted or required by the terms of this Agreement or as to which Purchaser may consent in writing. Seller shall promptly notify Purchaser of any occurrence or event that would or is likely to make untrue any representation or warranty of Seller or Parent made in Section 4 as of the Closing Date, or which would or is likely to result in an inability to satisfy any condition set forth in Section 8. During the period from the date of this Agreement to the Closing Date, Seller shall conduct its operations at the School only according to its ordinary and usual course of business and use its good faith efforts to preserve intact its business organization, keep available the services of its employees and maintain satisfactory relationships wi...
Sample 1
AutoNDA by SimpleDocs

Related to Additional Covenants of Seller and Parent Pending Closing

  • PRE-CLOSING COVENANTS OF SELLER Seller hereby covenants and agrees that, between the date hereof and the Closing, it will comply with the provisions of this Article IV, except to the extent Purchaser may otherwise consent in writing.

  • COVENANTS OF SELLER AND BUYER Seller and Buyer each covenant with the other as follows:

  • Covenants of Seller Prior to Closing Between the date of this Agreement and the Closing:

  • Covenants Pending Closing Pending either Closing, the Company will conduct and will cause its Subsidiaries to conduct their respective businesses in the ordinary course, and will not, and will not permit any of its Subsidiaries to, without the Investor's prior written consent, take any action which would result in any of the representations or warranties contained in this Agreement not being true at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance. The Company will promptly advise the Investor of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties or which has the effect of rendering any of such covenants incapable of performance.

  • Additional Covenants of the Seller The Seller hereby covenants and agrees with the Depositor as follows:

  • Additional Covenants of the Parties Section 7.1.

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser:

  • Additional Covenants of Servicer (a) Unless required by Applicable Law or court order, at the direction of a regulatory authority or, as evidenced by an Opinion of Counsel, in accordance with regulatory guidance, the Servicer will not release the Financed Vehicle securing each such Receivable from the security interest granted by such Receivable in whole or in part except (a) in the event of payment in full by or on behalf of the Obligor thereunder or payment in full less a deficiency which the Servicer would not attempt to collect in accordance with its Customary Servicing Practices, (b) in connection with the repossession and liquidation of such Financed Vehicle or (c) as may be required by an insurer in order to receive proceeds from any Insurance Policy covering such Financed Vehicle.

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

  • Covenants of Buyer Prior to Closing Date Between the date of this Agreement and the Closing Date, Buyer will use its Best Efforts to cause the conditions in Section 8 to be satisfied.

Time is Money Join Law Insider Premium to draft better contracts faster.