Covenants and Agreements of Seller and Buyer Sample Clauses

Covenants and Agreements of Seller and Buyer. Buyer and Seller covenant and agree as follows:
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Covenants and Agreements of Seller and Buyer. Seller and Buyer covenant to each other as follows: (a) Each party shall use its reasonable best efforts to cause the conditions precedent set forth in Article 7, applicable to such party, to be fulfilled and satisfied as soon as practicable by and in any event prior to the Closing. (b) With respect to documents required for Closing: (i) Seller shall commence the preparation of drafts of all applicable schedules and exhibits to the form of Assignment and Xxxx of Sale attached hereto as Exhibit B (the “ Assignment”) and shall begin delivering such draft forms to Buyer reasonably promptly so that Buyer can review and agree to such documents between the time of execution of the Agreement and Closing. Seller and Buyer shall jointly prepare a description of major equipment, facilities and fixtures included in the Assets, such description to be appended to a xxxx of sale delivered by Seller to Buyer at Closing. (ii) No later than five (5) days prior to Closing, Seller shall present a proposed preliminary settlement statement (the “Preliminary Settlement Statement”) showing its preliminary calculation of the Cash Purchase Price adjusted in accordance with Article 2 of this Agreement (the “Preliminary Purchase Price”). Buyer shall advise Seller of any proposed changes or objections to the Preliminary Settlement Statement no less than two (2) days prior to Closing and the parties shall thereafter diligently attempt to resolve all issues in regard to the Preliminary Settlement Statement on or before Closing. If such matters cannot be resolved as of the Closing Date, the Cash Purchase Price paid to Seller on the Closing Date shall be the average of the Preliminary Purchase Price amounts proposed by Seller and Buyer and the matter shall be resolved in connection with the Final Settlement Statement pursuant to Section 9.1.(iii) (c) Buyer shall be solely responsible for promptly recording the Assignments and any other documents related to the conveyance of the Assets, and shall promptly furnish Seller with the recording information. Buyer shall be responsible for all filings with state, tribal and federal agencies for change of operator, and shall promptly provide Seller with the original approved copies of all such filings, or confirmation thereof. All governmental office recording and filing fees shall be paid by Buyer and where paid by Seller, reimbursed by Buyer promptly after receipt of an invoice. Buyer shall pay all sales taxes, if any, arising from the transacti...
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Covenants and Agreements of Seller and Buyer. 5.1 CONDUCT OF BUSINESS From and after the Effective Date of this Agreement, Seller covenants and agrees:
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Covenants and Agreements of Seller and Buyer 
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Related to Covenants and Agreements of Seller and Buyer

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

  • Covenants of Seller and Buyer Seller and Buyer each covenant with the other as follows:

  • COVENANTS AND AGREEMENTS OF BUYER Buyer covenants and agrees with Seller as follows:

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

  • Covenants of Sellers Sellers covenant and agree as follows:

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

  • Covenants and Agreements Each Grantor hereby covenants and agrees as follows: (i) Each Grantor shall (A) cause all cash and all Proceeds received by such Grantor to be deposited in, or swept into, either the Mellon Account or, to the extent required by the Collateral Agent, acting at the direction of the Applicable Representative, the Concentration Account on a daily basis, except that cash to make Investments permitted by the Secured Debt Documents may be deposited in a Control Account; provided that after giving effect to such deposit and/or cash sweep, the amount of such cash and Proceeds on deposit in accounts other than the Mellon Account or the Concentration Account shall not exceed $1,000,000 (exclusive of the amounts in accounts for unpaid payroll, payroll taxes and withholding taxes), (B) to the extent required by the Collateral Agent, acting at the direction of the Applicable Representative, and to the extent that such cash and Proceeds are deposited in the Mellon Account and such cash and Proceeds exceed an amount not to exceed $2,000,000, such cash and Proceeds shall be deposited in, or swept into, the Concentration Account on a daily basis, (C) not establish or maintain, or permit any other Grantor to establish or maintain, any Securities Account or commodities account that is not a Control Account, and (D) not establish or maintain, or permit any other Grantor to establish or maintain, any account with any financial or other institution in which Proceeds are deposited other than the accounts listed on Schedule 3.5; provided that amounts in all such accounts are deposited in, or swept into, the Mellon Account as set forth in clause (A); provided, further, that the amount in the accounts so indicated on Schedule 3.5 which are for unpaid payroll, payroll taxes and withholding taxes are not required to be swept on a daily basis. So long as no Default has occurred and is continuing, a Grantor may transfer funds from the Blocked Account to any existing disbursement or Deposit Accounts of such Grantor. (ii) In the event (A) any Grantor or any Approved Securities Intermediary or Blocked Account Bank shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account or Blocked Account for any reason, (B) the Collateral Agent shall demand the termination of an agreement with respect to the maintenance of a Control Account or a Blocked Account as a result of the failure of an Approved Securities Intermediary or Blocked Account Bank to comply with the terms of the applicable Control Account Letter or Blocked Account Letter, or (C) the Applicable Representative determines in its sole discretion that the financial condition of an Approved Securities Intermediary or Blocked Account Bank, as the case may be, has materially deteriorated, such Grantor agrees to notify all of its obligors that were making payments to such terminated Control Account or Blocked Account, as the case may be, to make all future payments to another Control Account or Blocked Account, as the case may be.

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • 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.

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

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