Closing Covenants and Agreements Sample Clauses

Closing Covenants and Agreements. Subject to Section 10.4(b), each representation or warranty herein and each covenant and agreement to be performed prior to the Closing will survive the execution and delivery of this Agreement and remain in full force and effect until the date that is eighteen (18) months after the Closing Date, at which time such representation, warranty, covenant or agreement will expire and terminate and no indemnification obligation will be associated therewith or based thereon, except that (i) each Fundamental Representation (other than the Tax Representations) will survive until the date that is six (6) years after the Closing Date and (ii) each Tax Representation will survive until the expiration of the applicable statute of limitations.
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Closing Covenants and Agreements. 8.1 Books and Records 33 8.2 Further Assurances 33 8.3 Regulatory Notices 34 8.4 Transfer Taxes 34 8.5 Transition/FDA Notification/SOPs 34 8.6 Consents, Notifications Waiting Periods 35 8.7 [***] 35
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Closing Covenants and Agreements. 28 SECTION 6.01. Legends; Reservation of Shares...........................28 SECTION 6.02. Board Composition........................................28 Page ---- SECTION 6.03. Standstill Agreement.....................................31 SECTION 6.04. Right To Purchase Series C Preferred Shares..............32 SECTION 6.05. Issuance of Series B Notes In Connection With Subsequent Acquisitions............................................35 SECTION 6.06. Company Shareholder Approval..............................39 SECTION 6.07. Tax Consistency..........................................40 SECTION 6.08 Certain Veto Rights Applying After Company Shareholder Approval...........................................................40 SECTION 6.09 Certain Negative Covenants Relating to the Series B-2 Preferred Shares, Series C-2 Preferred Shares, Series A Notes and Series B Notes.....................................................41 ARTICLE VII.
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Closing Covenants and Agreements. 47 9.1. Further Assurances 47 9.2. Release 47 ARTICLE X Definitions 48 ARTICLE XI Miscellaneous 60 11.1. Fees and Expenses 60 11.2. Press Release and Announcements. 60 11.3. Specific Enforcement 60 11.4. Consent to Amendments; Waivers 61 11.5. Successors and Assigns 61 11.6. Severability 61 11.7. Counterparts 62 11.8. Descriptive Headings; Interpretation 62 11.9. Entire Agreement 62 11.10. No Third Party Beneficiaries 62 11.11. Schedules and Exhibits 62 11.12. Governing Law 63 11.13. Waiver of Jury Trial 63 11.14. Consent to Jurisdiction 63 11.15. Notices 64 11.16. No Strict Construction 65 11.17. Non-Recourse 65 11.18. Delayed Closing with Respect to Certain Class A Units 66 EXHIBITS A - Form of Founder Side Letter Agreement B - Form of Restrictive Covenants Agreement C - Form of Tax Indemnity Agreement D - Form of Amended and Restated Limited Partnership Agreement of Newco E - Newco Contribution Agreement F-1 - KKR Equity Commitment Letter F-2 - Anchor Equity Commitment Letter G - Form of Registration Rights Agreement
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Closing Covenants and Agreements. Each of the Investors and the Company agrees as follows with respect to the period between the date of this Agreement and the Closing:
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Closing Covenants and Agreements 
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Related to Closing Covenants and Agreements

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

  • 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.

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

  • 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.

  • 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:

  • Covenants and Agreements Each Grantor hereby covenants and agrees that:

  • Performance of Covenants and Agreements The Guarantor hereby agrees to take all lawful action in its power to cause the Tenant duly and punctually to perform all of the covenants and agreements set forth in the Transaction Documents.

  • 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.

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