CERTAIN COVENANTS AND AGREEMENTS OF SELLER Sample Clauses

CERTAIN COVENANTS AND AGREEMENTS OF SELLER. SECTION 7.1. Post-Closing Orders and Payments. From and after 12:01 A.M. (Eastern Daylight Time) on the day immediately following the Closing Date, Seller will promptly deliver to Buyer any payments received by Seller from third parties related to the Purchased Assets on or after the Closing Date, and refer all inquiries it will receive with respect to the Purchased Assets to Buyer.
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CERTAIN COVENANTS AND AGREEMENTS OF SELLER. SECTION 7.1. Conduct of Business Until Closing During the period from the date of this Agreement and continuing until the Closing, Seller agrees that:
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CERTAIN COVENANTS AND AGREEMENTS OF SELLER. 15 SECTION 7.1. Conduct of Business Until Closing 15 SECTION 7.2. Post-Closing Orders and Payments 16 SECTION 7.3. Technology Transfer; Assistance with Buyer Regulatory Filings 16 SECTION 7.4. Seller’s NDC Numbers 16 SECTION 7.5. Competition 16 SECTION 7.6. Sales Data; Customer 17
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CERTAIN COVENANTS AND AGREEMENTS OF SELLER. Conduct of Business . From the date hereof through the Closing Date, Seller and its Affiliates shall (i) keep in place property and casualty insurance insuring the X5 Manufacturing Facility for its full replacement value, and otherwise use commercially reasonable efforts to preserve and maintain in good order and repair the X5 Manufacturing Facility, subject only to Section 11.4, (ii) retain employment of the Eligible Employees consistent with Section 9.2, (iii) use commercially reasonable efforts to maintain its relations and goodwill with those suppliers, customers, and other Persons having material business relationships with Seller relating to the X5 Manufacturing Facility, and (iv) operate and maintain the X5 Manufacturing Facility in the normal course of business, consistent with Seller’s past practices. Without limiting the generality of the foregoing, Seller will not, without the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed):
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CERTAIN COVENANTS AND AGREEMENTS OF SELLER. 22 SECTION 7.1. Conduct of Business Until Closing 22 SECTION 7.2. Post-Closing Orders and Payments 23 SECTION 7.3. Technology Transfer; Assistance with Buyer Regulatory Filings 23 SECTION 7.4. Seller’s NDC Numbers 24 SECTION 7.5. Competition 24 SECTION 7.6. Sales Data; Customer 25 SECTION 7.7. Nonsolicitation 25 SECTION 7.8. Transition Plan 25 SECTION 7.9. [***] Agreement 26 ARTICLE VIII. CERTAIN COVENANTS AND AGREEMENTS 26 SECTION 8.1. Insurance 26 SECTION 8.2. Books and Records 26 SECTION 8.3. Confidentiality 26 SECTION 8.4. Assumption of Regulatory Commitments 27 SECTION 8.5. Bulk Transfer Laws 27
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CERTAIN COVENANTS AND AGREEMENTS OF SELLER. Seller hereby agrees with Purchaser as follows:
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CERTAIN COVENANTS AND AGREEMENTS OF SELLER. BUYER AND GUARANTOR Section 5.01
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CERTAIN COVENANTS AND AGREEMENTS OF SELLER 
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Related to CERTAIN COVENANTS AND AGREEMENTS OF SELLER

  • Certain Covenants and Agreements The Company hereby covenants and agrees that:

  • 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:

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

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

  • Covenants and Agreements of the Parties The Parties agree to the following covenants:

  • Post-Closing Covenants and Agreements Buyer and Seller covenant and agree from and after the Closing Date to perform or take the following actions:

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

  • Covenants and Agreements as Independent Agreements Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

  • Pre-Closing Covenants and Agreements The parties hereto covenant and agree to perform or take any and all such actions to effectuate the following from the date hereof until the earlier of the Closing Date or the termination of this Agreement:

  • 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.

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