Agreements of Seller Pending the Closing Sample Clauses

Agreements of Seller Pending the Closing. Seller covenants and agrees that, pending the Closing and except as otherwise agreed to in writing by Purchaser:
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Agreements of Seller Pending the Closing. Seller covenants and agrees that, pending the Closing and except as otherwise agreed to in writing by Buyer: (a) Business in the Ordinary Course. The Business shall be conducted solely in the ordinary course consistent with past practice.
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Agreements of Seller Pending the Closing. Seller covenants and agrees that in the event the Closing does not occur simultaneously with the execution of this agreement, pending the Closing and except as otherwise agreed to in writing by Purchaser: (i) COMPLIANCE WITH LAWS, ETC. Seller shall comply in all material respects with all orders, laws or regulations applicable to the Acquired Assets, the noncompliance with which would have a material adverse affect on the Acquired Assets.
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Agreements of Seller Pending the Closing. Seller covenants and agrees that, pending the Closing and except as otherwise agreed to in writing by Purchaser: (a) Business in the Ordinary Course. Except as otherwise specifically provided herein, the Business shall be conducted solely in the ordinary course consistent with past practice. Seller shall maintain its capital expenditures and shall continue to maintain and service the physical Assets used in the conduct of the Business consistent with Seller's past practices. Seller shall not cause, or permit to occur to the extent Seller may reasonably prevent, any of the events or occurrences described in Section 3.1(h) (Existing Condition). Seller shall use commercially reasonable efforts to maintain in full force and effect all Authorizations currently in effect and used in the conduct of the Business, and shall comply with all Regulations applicable to the Business, the noncompliance with which might materially and adversely affect the Business or the Assets. Seller shall not (i) sell any of the Assets, (ii) enter into any Contract outside of the ordinary course of business, (iii) amend, modify, terminate, waive any material provision of, or breach any material Contract, or (iv) cancel, terminate or cause or allow to lapse any insurance coverage affecting the Business or the Assets.
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Agreements of Seller Pending the Closing. 4.1.1 Conduct of the Acquired Business in the Ordinary Course. Except as set forth on Disclosure Schedule 4.1.1, as required by applicable Law or as required or permitted by this Agreement and the other Transaction Documents, from the date hereof until the Closing Seller shall not, without the prior consent of Buyer (which may not be unreasonably withheld), permit the Company to: (a) conduct the Acquired Business in any manner other than in the ordinary course; (b) sell, lease, license, or otherwise dispose of any material part of the Retained Assets other than in the ordinary course of business; (c) grant any material increase in the compensation of Employees who, upon the Closing, will be Transferred Employees, except merit, incentive or promotional increases in the ordinary course of business consistent with past practice; (d) enter into any employment agreement or severance agreement with any Employee who, upon the Closing, will be a Transferred Employee except in the ordinary course of business consistent with past practice; provided that the Company may enter into (i) retention agreements for which Seller or its Affiliates (other than the Company) retain all obligations and liabilities and (ii) agreements that terminate or are terminable prior to the Closing Date and, if so terminated, will not impose any liability or obligation on Buyer or the Company; (e) incur or guaranty any indebtedness for borrowed money unless such indebtedness or guaranty is included in the Assumed Liabilities; (f) amend the certificate of incorporation or by-laws of the Company; (g) make any loans, advances or capital contributions to, or investments in, any other Person in excess of $200,000 in the aggregate, other than in the ordinary course of business; provided that the Company may make (i) plan loans under and in accordance with the terms of the Seller Savings Plan(s) and (ii) loans to officers and employees for moving, relocation and travel expenses consistent with past practices; (h) make any capital expenditures in excess of $200,000 in the aggregate, other than in the ordinary course of business; (i) permit the Company to merge or consolidate with any other Person; (j) engage in any practice to accelerate the collection of any accounts receivable included in the Retained Assets or delay payment of any accounts payable or other liabilities included in the Retained Liabilities beyond their scheduled due dates; provided that the Company may delay payment of accounts pa...
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Agreements of Seller Pending the Closing. For purposes of this ---------------------------------------- Section 4.1, the term "commercially reasonable efforts" shall mean those practices normally employed by Seller in the ordinary and usual course of Seller's business and shall not require Seller to incur any extraordinary expenses (for which purposes expenses of over $25,000 in the aggregate shall be deemed extraordinary) nor incur any obligation to any third party which is not entirely ordinary and customary to the conduct of Seller's business in the usual course. Seller covenants and agrees that, pending the Closing and except as otherwise agreed to in writing by Purchaser:
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Related to Agreements of Seller Pending the Closing

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser: (a) Xxxx of Sale. A xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller; and

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • Seller’s Closing Obligations On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following items: (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

  • Covenants of Sellers Sellers covenant and agree as follows:

  • Deliveries of Seller At Closing, Seller shall deliver to Buyer the following, and, as appropriate, all instruments shall be properly executed and conveyance instruments to be acknowledged in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to such Closing):

  • Seller’s Closing Documents At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

  • Covenants of Seller and Buyer Seller and Buyer each covenant with the other as follows:

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

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