Covenants and Additional Agreements of the Parties Sample Clauses

Covenants and Additional Agreements of the Parties. Section 4.1 Conduct of Business Prior to Effective Time 44 Section 4.2 Forbearances 44 Section 4.3 Litigation 48
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Covenants and Additional Agreements of the Parties. 6.1 Seller, with respect to its interest in the Owner Parties, shall obtain Purchaser’s prior written consent, prior to making or changing any Tax election, changing an annual accounting period, adopting or changing any accounting method, filing any amended Tax return, entering into any closing agreement, settling any Tax claim or assessment, consenting to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or taking any other similar action relating to the filing of any Tax return or report or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of any of the Owner Parties for any period ending after the Closing Date or decreasing any Tax attribute of any of the Owner Parties existing on the Closing Date. All obligations in this Section 6.1 shall survive the Closing for the Survival Period.
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Covenants and Additional Agreements of the Parties. 6 SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION 8 SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION 8 MISCELLANEOUS 11 TABLE OF CONTENTS (continued) MISCELLANEOUS 11 SCHEDULE 2.6 19 Allocation of Purchase Price 19 Asset 19 Allocation of Purchase Price 19 XxxxxxxxXxxxxx.xxx website and all content thereon 19 79% 19 XxxxxxxxXxxxxx.xxx hosting and email account at Xxxxxxx.xxx 19 1.5% 19 XxxxxxxxXxxxxx.xxx and XxxxxxxxXxxxxXxx.xxx domains 19 1.5% 19 XxxxxxxxXxxxxx.xxx Facebook account 19 1.5% 19 XxxxxxxxXxxxxx.xxx Twitter account 19 1.5% 19 XxxxxxxxXxxxxx.xxx Zendesk account 19 1.5% 19 XxxxxxxxXxxxxx.xxx RingCentral account 19 1.5% 19 XxxxxxxxXxxxxx.xxx eCommHub account 19 1.5% 19 XxxxxxxxXxxxxx.xxx Google Analytics account 19 1.5% 19 XxxxxxxxXxxxxx.xxx Google AdWords account 19 1.5% 19 Page(s) TABLE OF CONTENTS (continued) XxxxxxxxXxxxxx.xxx Google Webmaster Tools account 19 1.5% 19 Goodwill 19 1.5% 19 All telephone and fax numbers 19 1.5% 19 The names “XxxxxxxxXxxxxx.xxx” and “XxxxxxxxXxxxxXxx.xxx” 19 1.5% 19 All books and records of SELLER CO relating to the Purchased Assets, to Persons employed in respect thereto, to the Purchased Assets and to the Assumed Liabilities, including all purchase orders, invoices, items of payment, correspondence, internal memoranda, forecasts, price lists, sales records, Personnel records, Customer lists, financial records and other written or printed materials relating thereto 19 1.5% 19 SCHEDULE 3.4 20 Historical Financial Documents 20 List of Exhibits and Schedules 21 Page(s) ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (“Agreement”) is entered into as of the 24th day of January, 2014 by and among SELLER’S LLC NAME, a Montana limited liability company (“SELLER CO”), Xxxxxx X (“SELLER NAME”), BUYER’S LLC NAME, a Colorado limited liability company (“BUYER CO”) and Xxxxxxx X (“BUYER”).
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Covenants and Additional Agreements of the Parties. In order to induce the other party to enter into this Agreement and to consummate the Transaction, the Prospect Parties, joint and severally on the one hand, and the Heritage Parties, joint and severally on the other hand, enter into the agreements set forth in this Article 4.
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Covenants and Additional Agreements of the Parties. 4.1 Conduct of Business Prior to Effective Time. During the period from the date of this Agreement until the earlier of the termination of this Agreement pursuant to Article 6 or the Effective Time, except as expressly contemplated or permitted by this Agreement, the Company shall (i) conduct its business in the ordinary course consistent with past practice, (ii) use commercially reasonable efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, (iii) maintain its books, accounts and records in the usual manner on a basis consistent with that heretofore employed and (iv) provide Seacoast with the Company’s consolidated balance sheets (including related notes and schedules, if any), and related statements of operations and shareholders’ equity and comprehensive income (loss) (including related notes and schedules, if any) prepared for any periods subsequent to the date of this Agreement. Neither party shall take any action that would adversely affect or delay the satisfaction of the conditions set forth in Section 5.1(a) or 5.1(b) or the ability of either Party to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby. 4.2
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Covenants and Additional Agreements of the Parties. Section 4.1 Conduct of Business Prior to Effective Time 37 Section 4.2 Forbearances 37 Section 4.3 Litigation 41 Section 4.4 State Filings 42 Section 4.5 Preparation of the Proxy Statement; Kinderhook Shareholder Approval 42 Section 4.6 Reasonable Best Efforts 43 Section 4.7 Applications and Consents 44 Section 4.8 Notification of Certain Matters 45 Section 4.9 Investigation and Confidentiality 46 Section 4.10 Press Releases; Publicity 46 Section 4.11 Acquisition Proposals 46 Section 4.12 Takeover Laws 48 Section 4.13 Employee Matters 48 Section 4.14 Certain Policies 51 Section 4.15 Indemnification 51 Section 4.16 Kinderhook Debt 52 Section 4.17 Systems Integration; Operating Functions 52 Section 4.18 Merger Sub Compliance 53 ARTICLE 5
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Covenants and Additional Agreements of the Parties 
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Related to Covenants and Additional Agreements of the Parties

  • Covenants and Additional Agreements SECTION 8.01

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

  • Additional Covenants and Agreements of the Parties 6.1 IMPLEMENTATION TEAM. The Parties will form a team (the "Implementation Team") to oversee the activities contemplated by this Agreement. The Implementation Team will be comprised of three (3) members from each Party. Each Party will appoint a member representing each of manufacturing, marketing/sales and regulatory. Either Party may change its representative(s) on the Implementation Team at any time by providing prior written notice to the other Party. Unless otherwise agreed to by the Parties, after the Closing Date, the Implementation Team will meet (in person or by telephone or video conference) at least one (1) time each Calendar Quarter upon no less than thirty (30) days prior written notice from one Party to the other to discuss any matters arising out of a Party's performance (or non- performance) of its obligations under this Agreement. The Implementation Team will initially be responsible for creating detailed operational plans for the transition contemplated by this Agreement; provided, however, that the activities contemplated by the foregoing will not take place until after the Closing Date to the extent doing so would be in violation of Applicable Law. The detailed operational plans will include a time line and clear understanding of roles and responsibilities contemplated by this Agreement. The Implementation Team will also have responsibility for coordinating effective communication of progress and issues that arise between the Parties. Special meetings of the Implementation Team may be called by either Party upon no less than thirty (30) days' prior written notice to the other Party, which notice must be accompanied by a written agenda of items to be discussed at such special meeting.

  • Additional Agreements of the Parties A. PARTICIPATION IN MARKETING EVENTS AND PROVISION OF TECHNICAL ASSISTANCE: Representative(s) of the City shall be entitled to participate in GPEC's marketing events provided that such participation shall not be at GPEC's expense. When requested and appropriate, GPEC will use its best efforts to provide technical assistance and support to City economic development staff for business location prospects identified and qualified by the City and assist the City with presentations to the prospect in the City or their corporate location.

  • Other Agreements of the Parties 4.1 (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

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

  • Further Agreements of the Parties Each of the Enterprise Parties covenants and agrees with the Underwriters:

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

  • Agreements of the Parties (a) If the Registration Statement relating to the Shares has not yet become effective, the Fund will promptly file the Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such Registration Statement to become effective and, as soon as the Fund is advised, will advise the Managing Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A under the Act, the Fund will file a 430A Prospectus pursuant to Rule 497(h) under the Act as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Fund will file a Prospectus pursuant to Rule 497(b) or (j) under the Act as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Fund will provide you satisfactory evidence of the filing. The Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy.

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