Covenants and Acknowledgements of the Parties Sample Clauses

Covenants and Acknowledgements of the Parties. 5.1 The Seller will promptly pay (from the cash portion of the Purchase Price) any sales and excise tax which may be exigible as a result of the transactions contemplated in this Agreement.
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Covenants and Acknowledgements of the Parties. 3.1 Failure to Pay Purchase Price or Payment of Purchase Price in Full In the event Purchaser fails to pay any portion of the Purchase Price when due in accordance with section 2.2, Vendor may give notice, in writing, (the “Default Notice”) to Purchaser of such default. Purchaser shall have 15 days from receipt of the Default Notice to remedy the default. If Purchaser fails to remedy the default within such 15 day period, Vendor may require Purchaser, by notice (the “Transfer Notice”) in writing to Purchaser and PVL, to forthwith transfer the Claims to Vendor in full and final settlement of the balance of the Purchase Price then owing. On receipt by PVL of a Transfer Notice, PVL shall forthwith advise Purchaser of the date PVL received the Transfer Notice. Purchaser shall then have 3 Business Days from the date PVL received the Transfer Notice to provide evidence satisfactory to PVL, acting reasonably, that confirms all amounts due under section 2.2 have been paid in full, failing which the parties hereby irrevocably authorize and direct PVL to deliver the Purchaser Transfers to Vendor. Concurrently with or following payment by Purchaser to Vendor of the final portion of the Purchase Price, Purchaser shall give Vendor and PVL notice, in writing, (the “Completion Notice”) that it has paid the Purchase Price in full. On receipt by PVL of a Completion Notice, PVL shall forthwith advise Vendor of the date PVL received the Completion Notice. Vendor shall have 3 Business Days from the date PVL received the Completion Notice to dispute the Completion Notice by advising PVL in writing to withhold delivery of the Purchaser Transfers to Purchaser. If PVL does not receive notice in writing from Vendor within 3 days of receipt by PVL of the Completion Notice directing PVL to withhold delivery of the Purchaser Transfers to Purchaser, PVL shall deliver the Purchaser Transfers to Purchaser. If PVL receives notice from Vendor within such 3 day period to withhold delivery of the Purchaser Transfers to Purchaser, PVL shall hold the Purchaser Transfers until directed to deliver the Purchaser Transfers by Vendor and Purchaser, acting together in writing, or by an arbitrator appointed in accordance with Article 11.
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Covenants and Acknowledgements of the Parties 
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Related to Covenants and Acknowledgements of the Parties

  • Additional Agreements and Acknowledgements of the Purchaser (a) Transfer Restrictions The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares or any Private Placement Warrants (including the securities issuable upon exercise of the Private Placement Warrants) except as may be permitted by the Insider Letter Agreement or any other written agreement subjecting such Securities to any Transfer restrictions (including any Transfer restrictions agreed to as part of a Change in Investment as contemplated by Section 1(e) above). As used in this Agreement, “

  • Certain Covenants and Acknowledgments 9 (a) Transfer Restrictions................................................ 9 -19-

  • Additional Covenants Agreements and Acknowledgements a. [Intentionally Omitted].

  • Representations and Acknowledgements (a) The Executive hereby represents that he is not subject to any restriction of any nature whatsoever on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer.

  • Additional Agreements Acknowledgements and Waivers of the Purchaser (a) Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Shares or Forward Purchase Warrants until 30 days after the completion of the initial Business Combination. Notwithstanding the foregoing, Transfers of the Forward Purchase Shares and Forward Purchase Warrants are permitted (any such transferees, the “Permitted Transferees”): (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members, managers or affiliates of the Purchaser, or any employees or advisors of the Company, the Purchaser or such affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; (vi) as a distribution to limited partners, members or stockholders of the Purchaser; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (vi) above; provided, however, that in each case, these Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. “

  • ACKNOWLEDGEMENTS OF THE PARTIES Notwithstanding anything in this Agreementto the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless prior thereto the Investorshall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects any transactions in the securities of the Company. SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, LTD. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director XXXXX XXXXXXX RACING STABLES, INC. By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEO

  • Reaffirmations and Acknowledgments Each Guarantor consents to the execution and delivery by the Borrower of this Amendment and jointly and severally ratifies and confirms the terms of its Guaranty with respect to the Debt now or hereafter outstanding under the Credit Agreement as amended hereby and all promissory notes issued thereunder. Each Guarantor acknowledges that, notwithstanding anything to the contrary contained herein or in any other document evidencing any Debt of the Borrower to the Lenders or any other obligation of the Borrower, or any actions now or hereafter taken by the Lenders with respect to any obligation of the Borrower, its Guaranty (i) is and shall continue to be a primary obligation of such Guarantor, (ii) is and shall continue to be an absolute, unconditional, joint and several, continuing and irrevocable guaranty of payment, and (iii) is and shall continue to be in full force and effect in accordance with its terms. Nothing contained herein to the contrary shall release, discharge, modify, change or affect the original liability of the Guarantors under the Guaranties.

  • Representations, Warranties, Covenants and Acknowledgments You hereby agree that in the event the Company and the Company’s counsel deem it necessary or advisable in the exercise of their discretion, the transfer or issuance of the Shares issued pursuant to the Restricted Stock Units may be conditioned upon you making certain representations, warranties, and acknowledgments relating to compliance with applicable securities laws.

  • Agreements and Acknowledgments Regarding Shares (i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Dealer hereunder, such Shares shall be newly issued (unless mutually agreed otherwise by the parties) and, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim or other encumbrance and not subject to any preemptive or similar rights and shall, upon such issuance, be accepted for listing or quotation on the Exchange.

  • Representations, Warranties and Acknowledgments (a) The Buyer hereby represents and warrants to Seller that:

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