Covenants and Agreements of Seller and Purchaser Sample Clauses

Covenants and Agreements of Seller and Purchaser. Seller represents, covenants and warrants to Purchaser and agrees, as of the date of this Agreement and, without further writing as of the Closing Date, as follows:
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Covenants and Agreements of Seller and Purchaser. (a) Notwithstanding any provision herein to the contrary, the Parties agree that the recording of the Special Warranty Deed shall be accomplished through an escrow or subescrow ("Escrow") to be opened with the Title Company ("Escrow Agent"), and the Parties shall deposit a fully executed copy of this Agreement with the Escrow Agent to serve as escrow instructions (the "Escrow Instructions"). This Agreement shall be considered the primary Escrow Instructions between the Parties, but the Parties agree to execute such additional standard escrow instructions as Escrow Agent shall reasonably require. In the event of any conflict between this Agreement and such additional standard escrow instructions, this Agreement shall prevail. On the Closing Date, Escrow Agent shall be responsible for (a) causing the Special Warranty Deed to be recorded in the official records of the appropriate county, (b) issuing or delivering to the Purchaser the Title Policy or unconditional and unqualified binding commitment therefor, and (c) providing Seller and Purchaser with confirmation of the recording of the Special Warranty Deed in the official records of the appropriate county. The Parties confirm that the Purchase Price shall be transferred directly from the Purchaser to the Sellers at the Closing, upon receipt by the Escrow Agent of the duly executed Special Warranty Deed, receipt by the Purchaser of the Title Policy or an unconditional or unqualified commitment therefor, and receipt by the Purchaser's counsel, Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP, of duly executed written instructions from Texas LNG to the Escrow Agent authorizing the recording of the Special Warranty Deed, which instructions shall be held by such counsel in trust pending receipt of the Fed Reference Number confirming the wire transfer of the Purchase Price to the account designated by the Sellers, at which time such counsel may transmit such instructions to the Escrow Agent. The fees of the Escrow Agent shall be divided equally between the Parties. [***] Confidential portions of this document have been redacted and filed separately with the Commission.
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Covenants and Agreements of Seller and Purchaser 
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Related to Covenants and Agreements of Seller and Purchaser

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

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

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

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

  • Covenants of Sellers Sellers covenant and agree as follows:

  • 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 OF BUYER AND SELLER Buyer and Seller agree that:

  • 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.

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

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