Covenants and Agreements by Buyer Sample Clauses

Covenants and Agreements by Buyer. A. The Buyer agrees to remit principal and interest payment amounts specified in the Contract to the Seller through the Servicing Agent by the due date. B. The Buyer hereby authorizes and permits the Servicing Agent to make routine inspections of the farm each year. C. The Buyer will promptly notify the Agency in writing if the Buyer ceases to operate the property, or if the Buyer's name, location, address, or organizational structure changes. D. The Buyer will not employ farming practices that will contribute to excessive erosion of highly erodible land or for the conversion of wetland to produce or make possible the production of an agricultural commodity, as provided in 7 CFR part 1940, Subpart G, or any successor regulation. E. The Buyer will supply the Servicing Agent a current balance sheet, income statement, and cash flow budget annually. F. In the event that the Agency pays any loss claim, the Buyer agrees to the following: (1) Xxxxx promises to pay the Agency the total amount paid by the Agency to the Seller on behalf of the Buyer. Once the Buyer is notified by the Agency that it has paid a loss claim this debt is immediately due and payable to the Agency and accrues interest from the date of advance by the Agency until paid in full. Interest on the debt will be at the Agency’s non program real property loan interest rate in effect as of the date of the first Agency payment of a loss claim. (2) If such a repayment plan can be established and approved by the Agency, the terms of the repayment plan cannot exceed seven years. Buyer will grant the Agency the best lien obtainable on all the Buyer's assets. Xxxxx will promptly execute and deliver to the Agency all documents deemed necessary by the Agency to fully evidence and perfect security interests, including but not limited to real estate mortgages, security agreements, financing statements, and promissory notes. (3) Buyer acknowledges that any payment made under this Agreement by the Agency on behalf of the Buyer shall be immediately due and payable, after the Agency notifies the Buyer that a loss claim has been paid to the Seller, and creates a Federal debt owing to the Agency by the Buyer. The Buyer Initial Date FSA-2682 (01-13-12) Page 2 of 5 further acknowledges that the Agency may use all remedies available, including offset under the Debt Collection Improvement Act of 1996, to collect the resulting Federal debt from the Buyer. G. Buyer will not convey or assign the Contract, or any of the Bu...
Sample 1See All (4)
AutoNDA by SimpleDocs
Covenants and Agreements by Buyer. The Buyer agrees to remit principal and interest payment amounts specified in the Contract to the Seller through the Escrow Agent by the due date. The Buyer hereby authorizes and permits the Agency to make routine inspections of the farm acreage. The Buyer will promptly notify the Agency in writing if the Buyer ceases operating the property, or if the Buyer's name, location, address, or organizational structure changes. The Buyer will not use the real estate covered by the Contract and this Agreement for a purpose that will contribute to excessive erosion of highly erodible land or for the conversion of wetland to produce or make possible the production of an agricultural commodity, as provided in 7 CFR Part 1940, Subpart G, or any successor regulation. In the event that the Agency pays a defaulted installment or a portion of a defaulted installment under this Agreement, the Buyer agrees to the following: Xxxxx promises to pay the Agency the total amount paid by the Agency to the Seller on behalf of the Buyer. Once Buyer is notified by the Agency that it has paid a loss claim, this debt is immediately due and payable to the Agency and accrues interest from the date of advance by the Agency, until paid in full. Interest on the debt will be at the Agency’s non-program real property loan interest rate in effect as of the date of the first Agency payment of a loss. If such a repayment plan can be established and approved by the Agency, the terms of the repayment plan cannot exceed seven years. Buyer will grant the Agency the best lien obtainable on all the Buyer's assets, including interest in the real estate being purchased by the Contract. Xxxxx will promptly execute and deliver to the Agency all documents deemed necessary by the Agency to fully evidence and perfect security interests, including but not limited to real estate mortgages, security agreements, financing statements, and promissory notes. Xxxxx acknowledges that any payment made under this Agreement by the Agency on behalf of the Buyer shall be immediately due and payable after the Agency notifies the Buyer that a loss claim has been paid to the Seller, and creates a Federal debt owing to the Agency by the Buyer. The Buyer further acknowledges that the Agency may use all remedies available, including offset under the Debt Collection Improvement Act of 1996, to collect the resulting Federal debt from the Buyer. Buyer will not convey or assign the Contract, or any of the Buyer's rights under the Co...
Sample 1Sample 2

Related to Covenants and Agreements by Buyer

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

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

  • Covenants and Agreements Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Property: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

  • Covenants and Agreements of the Parties The Parties covenant and agree as follows:

  • Certain Covenants and Agreements 5.1 Conduct of Business by Target. From the date hereof to the Effective Date, Target will, except as required in connection with the Transaction and the other transactions contemplated by this Agreement and except as otherwise disclosed on the schedules hereto or consented to in writing by the Acquiring Company: (a) carry on its business in the ordinary and regular course in substantially the same manner as heretofore conducted and not engage in any new line of business, or enter into any material agreement, transaction or activity or make any material commitment except those in the ordinary and regular course of business and not otherwise prohibited under this Section 5.1 with the exceptions of the planned product launch and the continuing bridge financing which will result in the issuance of additional Target Notes and underlying Target Note Warrants; (b) neither change nor amend its Articles of Incorporation or Bylaws; (c) not issue or sell shares of capital stock of Target or issue, sell or grant options, warrants or rights to purchase or subscribe to, or enter into any arrangement or contract with respect to the issuance or sale of any of the capital stock of Target or rights or obligations convertible into or exchangeable for any shares of the capital stock of Target or make any changes (by split-up, combination, reorganization or otherwise) in the capital structure of Target; (d) not declare, pay or set aside for payment any dividend or other distribution in respect of the capital stock or other equity securities of Target and not redeem, purchase or otherwise acquire any shares of the capital stock or other securities of Target or rights or obligations convertible into or exchangeable for any shares of the capital stock or other securities of Target or obligations convertible into such, or any options, warrants or other rights to purchase or subscribe to any of the foregoing; (e) not acquire or enter into any agreement to acquire, by merger, consolidation or purchase of stock or assets, any business or entity; (f) use its best efforts to preserve intact the corporate existence, goodwill, and business organization of Target, to keep the officers and employees of Target available to Target and to preserve the relationships of Target with suppliers, customers and others having business relations with Target, and preserve, maintain and enforce all of Target's material licenses, permits, and similar rights, except for such instances which would not have a Target Material Adverse Effect; (g) Not (i) enter into, modify or extend in any manner the terms of any employment, severance or similar agreements with officers and directors, (ii) grant any increase in the compensation of officers or directors, whether now or hereafter payable or (iii) grant any increase in the compensation of any other employees (it being understood by the parties hereto that for the purposes of (ii) and (iii) above increases in compensation shall include any increase pursuant to any option, bonus, stock purchase, pension, profit-sharing, deferred compensation, retirement or other plan, arrangement, contract or commitment); (h) except in instances which would not have a Target Material Adverse Effect, perform all of its obligations under all Material Contracts (except those being contested in good faith) and not enter into, assume or amend any contract or commitment that would be a Material Contract other than contracts to provide services entered into in the ordinary course of business; (i) except in instances which would not have a Target Material Adverse Effect, prepare and file all federal, state, local and foreign returns for taxes and other tax reports, filings and amendments thereto required to be filed by it, and allow the Acquiring Company to review all such returns, reports, filings and amendments at Target's offices prior to the filing thereof, which review shall not interfere with the timely filing of such returns; and (j) Not borrow any funds under existing lines of credit or otherwise except as the Target deems reasonably necessary for the ordinary operation of Target's business, including the issuance of additional Target Notes and Target Note Warrants pursuant to the continuing bridge financing. In connection with the continued operation of the business of Target between the date of this Agreement and the Effective Date, Target shall confer in good faith and on a regular and frequent basis with one or more representatives of the Acquiring Company designated in writing to report operational matters of materiality and the general status of ongoing operations. In addition, during regular business hours, Target will allow employees and agents of the Acquiring Company to be present at Target's business locations to observe the business and operations of Target. Target acknowledges that the Acquiring Company does not and will not waive any rights it may have under this Agreement as a result of such consultations nor shall the Acquiring Company (or either of them) be responsible for any decisions made by Target's officers and directors with respect to matters which are the subject of such consultation.

  • Covenants and Agreements of the Company The Company further covenants and agrees with the Placement Agent 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 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.

  • 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: A. To advise the Placement Agent and the Investor of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time as soon as the Company is either informed or becomes aware thereof. B. To use its commercially reasonable efforts to cause the Common Stock issuable in connection with the Standby Equity Distribution Agreement to be qualified or registered for sale on terms consistent with those stated in the Registration Rights Agreement and under the securities laws of such jurisdictions as the Placement Agent and the Investor shall reasonably request. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide the Placement Agent and the Investor copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, during the registration period of the Standby Equity Distribution Agreement, to the Investor upon the Investor's request, within forty five (45) days, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To comply with the terms of the Offering Materials. F. To ensure that any transactions between or among the Company, or any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in an "arm's length" transaction with an independent third party.

  • Covenants and Agreements Performed Buyer shall have performed and complied with in all material respects all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and all deliveries contemplated by Section 3.3 shall have been made.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!