Certain Covenants and Agreements of Sellers Sample Clauses

Certain Covenants and Agreements of Sellers. BUYER AND THE COMPANY 46 Section 6.1 Operation of Business 46 Section 6.2 Access and Information 48 Section 6.3 Registrations, Filings and Consents 49 Section 6.4 Exiting Sellers: Non-Solicitation; Non-Competition; Confidentiality 49 Section 6.5 Financial Statements and Reports 51 Section 6.6 Prohibition on Solicitation of Other Acquisition Offers 51 Section 6.7 Non-breach of Representations and Warranties 51 Section 6.8 Company Covenant 52 Section 6.9 Performance of Obligations; Further Assurances 52 Section 6.10 Tax Matters 52 Section 6.11 Certain Agreements Among Sellers 52 Section 6.12 Intcomex Iquique and Tecnocapital 53 Section 6.13 Securities Act 53
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Certain Covenants and Agreements of Sellers. AND BUYERS 10 SECTION 5.01 TAX COVENANTS. 10 SECTION 5.02 EXPENSES AND FINDERS' FEES. 13 SECTION 5.03 ACCESS TO INFORMATION AND CONFIDENTIALITY 13 SECTION 5.04 PRESS RELEASES. 13 SECTION 5.05 BOOKS AND RECORDS. 13 SECTION 5.06 USE OF NAMES. 14 SECTION 5.07 OFFICERS AND DIRECTORS. 14 ARTICLE VI CONDITIONS PRECEDENT OF BUYERS 15
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Certain Covenants and Agreements of Sellers. Section 8.1
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Certain Covenants and Agreements of Sellers 
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Related to Certain Covenants and Agreements of Sellers

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

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

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

  • 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 Parties The Parties agree to the following covenants:

  • 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:

  • 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.

  • 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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