Covenants and Agreements of Seller and the Company Sample Clauses

Covenants and Agreements of Seller and the Company. 6.1 Regulatory and Other Approvals 6.2 Corporate Examinations and Investigations
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Covenants and Agreements of Seller and the Company. Each of Seller and the Company covenants and agrees with Purchaser that, from and after the date hereof until the Closing, Seller and the Company shall comply with all covenants and provisions of this Article 6, except to the extent Purchaser may otherwise consent in writing.
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Covenants and Agreements of Seller and the Company. Section 5.1 Conduct of Business by the Company. (a) From the date hereof until the Closing Date, the Company shall and shall cause the Company Subsidiaries to, and Seller shall cause the Company and the Company Subsidiaries to, except as expressly permitted by this Agreement and except as otherwise consented to in writing by Purchaser: (i) conduct its businesses in the ordinary course on a basis consistent with past practice; (ii) use its commercially reasonably efforts to preserve intact the goodwill and business organization of the Company and each Company Subsidiary, keep the officers and employees of the Company and each Company Subsidiary available to Purchaser and preserve the relationships and goodwill of the Company and each Company Subsidiary with customers, distributors, suppliers, employees and others having business relations with the Company or any Company Subsidiary; (iii) comply, in all material respects, with all Applicable Laws; (iv) duly and timely file or cause to be filed all reports and returns required to be filed with any Governmental Entity and promptly pay or cause to be paid when due all Taxes, assessments and governmental charges, including interest and penalties levied or assessed, unless (A) diligently contested in good faith by appropriate proceedings and (B) an appropriate and adequate reserve is maintained with respect thereto and such reserve is included in the calculation of the Final Net Asset Amount; (v) not consent to the admission or withdrawal of any member of the Company or any Company Subsidiary or grant any right, option or other commitment with respect to interests in the Company or any Company Subsidiary; (vi) not dispose of or permit to lapse any rights to the use of any patent, trademark, trade name, service xxxx, license or copyright of the Company or any Company Subsidiary, including, without limitation, any of the Intellectual Property, or dispose of or disclose to any Person, any trade secret, formula, process, technology or know-how of the Company or any Company Subsidiary not heretofore a matter of public knowledge; (1) except in the ordinary course of business consistent with past practice, not (A) sell or otherwise dispose of any assets except to customers of the Business, (B) create, incur or assume any Indebtedness, (C) grant, create, incur or suffer to exist any Encumbrances on the real or personal properties of the Company or any Company Subsidiary which did not exist on the date hereof other than P...
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Covenants and Agreements of Seller and the Company. Seller and the Company further covenant and agree that until Closing:
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Covenants and Agreements of Seller and the Company 
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Related to Covenants and Agreements of Seller and the Company

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

  • Covenants and Agreements of the Company The Company further covenants and agrees with the Placement Agent 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 PARENT AND THE COMPANY The parties hereto agree that:

  • 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 of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • Further Agreements of the Company and the Guarantors The Company and each of the Guarantors jointly and severally covenant and agree with each Initial Purchaser that:

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

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