CERTAIN OTHER COVENANTS AND AGREEMENTS 16 Sample Clauses

CERTAIN OTHER COVENANTS AND AGREEMENTS 16. Section 4.1 Inspection and Due Diligence 16 Section 4.2 Conduct of Business Prior to the Closing Date 18 Section 4.3 Notification of Certain Matters 19 Section 4.4 Employees; Accrued Vacation, Sick Pay, etc. 19 Section 4.5 Confidentiality 20 Section 4.6 Expenses and Taxes 21 Section 4.7 Waiver of Bulk Sales and Indemnification 22 Section 4.8 Exclusivity 22 Section 4.9 Consents; Cooperation 22 Section 4.10 Fines and Penalties 23 Section 4.11 Further Assurances 24 Section 4.12 Delivery of Schedules 24 ARTICLE 5 CLOSING 25 Section 5.1 Closing 25 Section 5.2 Conditions to Seller’s Obligations 25 Section 5.3 Conditions to Purchaser’s Obligations 25 Section 5.4 Deliveries by Seller 26 Section 5.5 Deliveries by Purchaser 28 Section 5.6 Failure to Obtain Licenses and Permits 28 Section 5.7 Non-Fulfillment of Closing Conditions 28 Section 5.8 Post-Closing Actions 29 Section 5.9 Termination During Due Diligence 29 Section 5.10 No Partial Closing 30 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF SELLER 30 Section 6.1 Organization and Standing 30 Section 6.2 Valid and Binding Obligations 30 Section 6.3 Title; Purchased Property Complete 30 Section 6.4 Taxes and Tax Returns 31 Section 6.5 Execution and Delivery 31
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Related to CERTAIN OTHER COVENANTS AND AGREEMENTS 16

  • Other Covenants and Agreements The Company or, to the extent required hereunder, any Subsidiary should fail to perform or comply with any other covenant or agreement contained herein or in any other Loan Document or shall use the proceeds of any loan for an unauthorized purpose.

  • Certain Other Covenants The Company covenants that all shares of Common Stock that may be issued upon conversion of Notes shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder or due to a change in registered owner). The Company shall list or cause to have quoted any shares of Common Stock to be issued upon conversion of Notes on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

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

  • Survival of Covenants and Agreements The covenants and agreements of the parties to be performed after the Effective Time contained in this Agreement shall survive the Effective Time.

  • Certain Other Agreements The Shareholder will notify ------------------------ Parent immediately if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with such Shareholder or its officers, directors, employees, investment bankers, attorneys, accountants or other agents, if any, in each case in connection with any Acquisition Proposal (as such terms is defined in the Merger Agreement) indicating, in connection with such notice, the name of the person making such Acquisition Proposal and the terms and conditions of any proposals or offers. The Shareholder agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Such Shareholder agrees that it shall keep Parent informed, on a current basis, of the status and terms of any Acquisition Proposal. Such Shareholder agrees that it will not, directly or indirectly: (i) initiate, solicit or encourage, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal, or (ii) in the event of an unsolicited written Acquisition Proposal, engage in negotiations or discussions with, or provide any information or data to, any person (other than Parent, any of its affiliates or representatives and except for information which has been previously publicly disseminated by the Company) relating to any Acquisition Proposal. The foregoing shall not apply to the extent that it is inconsistent with any of Shareholder's duties as a director and/or officer of the Company.

  • 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 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.

  • Restrictions on Other Agreements No Principal Stockholder shall, directly or indirectly, grant any proxy or enter into or agree to be bound by any voting trust, agreement or arrangement of any kind with respect to its shares of Common Stock if and to the extent the terms thereof conflict with the provisions of this Agreement (whether or not such proxy, voting trust, agreement or agreements are with other Principal Stockholders, holders of shares of Common Stock that are not parties to this Agreement or otherwise).

  • Other Agreements and Covenants 10.1 CMI will not market, sell, service, distribute or train for any product that is competitive with the Products except for CMI's own breath alcohol testing products.

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

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