Buyer’s Covenants Sample Clauses

Buyer’s Covenants. Buyer hereby covenants as follows:

Buyer’s Covenants. Buyer covenants and agrees: (a) to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Sellers for their review and inspection during normal business hours and upon reasonable prior notice. (b) that if Buyer obtains knowledge that Buyer or any of its beneficial owners becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Buyer shall immediately notify Sellers in writing, and in such event, Sellers shall have the right to terminate this Contract without penalty or liability to Buyer immediately upon delivery of written notice thereof to Buyer. (c) that Buyer shall continue to use commercially reasonable and diligent efforts to assume the Existing Loans on terms and conditions reasonably acceptable to Buyer; provided, that Buyer is not required to agree to any material change of any term of any Existing Loans document as a condition to Lenders' approval of the Assumption. (d) Buyer will forward to Lenders, or a third party entity designated by Lenders, if applicable, the documentation and information requested in the loan assumption package, within 10 days after the Effective Date. Buyer acknowledges that Seller has caused Lenders to deliver to Buyer Lenders' loan assumption package prior to the Effective Date. (e) Buyer will, within 10 days after the Effective Date, if required by Lenders, (i) provide to the Lenders organizational documents of the Buyer's borrowing entity (BUYER'S BORROWER), (ii) provide to the Lenders financial statements of Buyer's Borrower, (iii) authorize the Lenders to conduct credit reports on the Buyer's Borrower, (iv) authorize the Lenders to contact other Lenders who hold loans from entities related to Buyer's Borrower, (v) execute and return the application for the assumption of the Existing Loans on the Lenders' approved form, and (vi) pay one-half (1/2) all processing fees and other expenses required by the Lenders and Seller shall pay one-half (1/2) all processing fees and other expenses required by the Lenders. (f) Buyer will respond timely to all requests from Lenders, but in no event later than 5 business days and will deliver copies of all correspondence (other than correspondence consisting of financial statements and financial condition, or correspondence deemed by Buyer to be confidential to Buyer or its Affiliates) between Buyer, Lenders, and any agent of Lenders to S...

Buyer’s Covenants. Buyer shall have performed and complied, in all material respects, with all of the covenants set forth herein which are to be performed or complied with by it before or as of the Closing Time.

Buyer’s Covenants. The Buyer covenants with the Sellers [which expression includes the Association in all clauses of Clause 10 and its Sub Clauses except Sub Clause Nos.10.1.7, 10.1.10 (l) and 10.2] and admits and accepts that: 10.1.1 Buyer Aware of and Satisfied with Common Portions and Specifications: The Buyer, upon full satisfaction and with complete knowledge of the Common Portions, Specifications and all other ancillary matters, is entering into this Agreement. The Buyer has examined and is acquainted with the Said Complex to the extent already constructed and has agreed that the Buyer shall neither have nor shall claim any right over any portion of the Said Complex and the Said Premises save and except the Said Flat And Appurtenances.

Buyer’s Covenants. The Buyer covenants with the Developer (which expression includes the Association and the Apex Body in all Sub-Clauses of Clause 11, wherever applicable) and admits and accepts that:

Buyer’s Covenants. Buyer shall not dispose of any of the Shares unless and until (i) Buyer shall have notified Seller of the proposed disposition and shall have furnished Seller with a statement of the circumstances surrounding the proposed disposition and (ii) Buyer shall have furnished Seller with an opinion of counsel, satisfactory in form and substance to Seller and Seller’s counsel, to the effect that such disposition will not require registration under the Act or qualification under the State Acts and that appropriate action necessary for compliance with the Act and the State Acts and any other applicable local or foreign law has been taken. Buyer recognizes and acknowledges that the certificate for the Shares, if any, shall contain the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. THEY MAY BE OFFERED AND SOLD ONLY IF REGISTERED OR QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE.

Buyer’s Covenants. Buyer agrees to: ----------------- (a) Use reasonable efforts to sign and deliver to Seller such additional agreements and other documents, and to do such other acts and things, as may be required to complete the transactions contemplated by this Agreement; (b) Pay, honor, discharge and perform, in accordance with applicable law, all liabilities and obligations in respect of the Assets and the Liabilities and any other liabilities of the Branch arising, accruing or subsisting after the Closing Date, which Buyer is obligated to assume pursuant to this Agreement, subject to applicable indemnification rights of Buyer; (c) Not use, keep or claim any registered or unregistered trademark, service xxxx or other identification commonly associated with Seller, or any sign, Internet domain name, electronic mail address, display or similar address or material of Seller or any banking or other forms, stationery, passbooks, checks, traveler's checks, cashier's checks, manager's checks or similar banking material of Seller or bearing Seller's name or other similar marks or identification (except to the extent necessary to conduct business operations and with Seller's prior consent following Closing, and then only if Seller's name, marks or identification are obliterated from such material, and such material is clearly identified as that of Buyer), or any proprietary material of Seller including without limitation operating manuals, training manuals and public relations, explanatory or advertising materials (not including the telephone number of the Branch); (d) As of the Closing Date, become the "holder", as that term is defined in the Texas Property Code (Tex. Prop. Code Xxx. 73.001), of all Assumed Deposits that Buyer assumes under this Agreement. Buyer will be responsible for the escheat of any property for which it becomes the holder and that becomes abandoned during the calendar year in which the Closing occurs; (e) On and following the Closing Date, honor and comply with the terms of all holds, levies, garnishments, tax liens, orders, pledges, guardianship agreements and other restrictions that are in effect on the Assumed Deposits as of the Closing Date; (f) On and following the Closing Date, assume and discharge, in the usual course of banking business, Seller's obligations with respect to the safe deposit box business at the Branch in accordance with the terms and conditions of contracts or rental agreements related to such business, and to maintain all records...

Buyer’s Covenants. The BUYER covenants with the SELLER throughout the period of this Agreement: (a) not knowingly to do, or omit to do, or (to the extent that it is within its power to prevent) permit to be done, any act or thing, whereby the warranties given under this Article may be rendered invalid or would not be true in all material respects if repeated in full as at such time; and (b) Without prejudice to the BUYER’s other payment obligation ensure the payment all such sums from revenues received, prior to making recourse to other sources of income or finance which may be available to the BUYER.

Buyer’s Covenants. Buyer covenants and agrees that prior to Closing:

Buyer’s Covenants. The Buyers covenant with the Seller [which expression includes the Association in all clauses of Clause 10 and its Sub Clauses except Sub Clause Nos.10.1.6, 10.1.9 (l) and 10.2] and admits and accepts that: