Covenants and Agreements of Sellers. Sellers covenant and agree with Buyer as follows:
Covenants and Agreements of Sellers. Each Seller covenants and agrees with Buyer as follows:
Covenants and Agreements of Sellers. Each Seller shall have performed and complied in all material respects with all of the covenants and agreements hereunder required to be performed and complied with by such Seller prior to the Second Closing.
Covenants and Agreements of Sellers. Sellers covenant and agree with Buyer that, except with the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, during the period from the date of execution hereof until the Closing Date, Sellers shall not (i) commit to drill any xxxxx on the Lands or conduct any oil and gas exploration, development or production operations on the Leases, or any lands pooled or unitized therewith, (ii) release or abandon any part of the Assets; (iii) sell, transfer, assign, convey or otherwise dispose of any of the Assets, or any interest therein, except for assignments among the Sellers; (iv) enter into any farmout agreement, farmin agreement or any other contract affecting the Assets; (v) modify or terminate any Lease; or (vi) create any lien, security interest or encumbrance on the Assets, the oil or gas attributable to the Assets, or the proceeds thereof.
Covenants and Agreements of Sellers. Sellers covenant and agree with the QR Parties as follows:
Covenants and Agreements of Sellers. Sellers covenant and agree with Purchaser, from the Effective Date until the Closing or earlier termination of this Agreement:
a. Sellers shall cause Manager to: (i) operate and maintain the Property in the ordinary course of Manager's business and in the same manner as currently operated and maintained; (ii) keep the Incarceration Agreements in full force and effect, enforce same, and not accept any advance payments under the Incarceration Agreements; and (iii) maintain the Improvements and the Personal Property in its current good condition and repair, normal wear and tear excepted.
b. Sellers shall cause to be maintained in full force and effect fire xxx xxxxxded coverage insurance upon the Property and public liability insurance with respect to damage or injury to persons or property occurring on or relating to operation of the Property as currently maintained.
c. Sellers shall cause Manager to pay when due all bills and expenses xx xxx Xxoperty. Sellers shall not enter into or assume or allow Manager to enter into or assume any new contracts or agreements with regard to the Property which are in addition to or different from those furnished and disclosed to Purchaser pursuant to Section 5.1(c), other than service contracts that are terminable on not more than thirty (30) days' notice or contracts which do not extend beyond the Closing Date.
d. Sellers shall not create or permit to be created any liens, easemexxx xx xxxer conditions affecting any portion of the Property or the uses thereof without the prior written consent of Purchaser.
e. Sellers shall not remove, or allow to be removed, any Personal Proxxxxx xx Xixtures from the Land or Improvements without replacing same with substantially similar items of equal or greater value and repairing the damage, if any, to the Property as a result of such removal.
f. Sellers shall use all commercially reasonable good faith efforts tx xxxxxx xhe consent of the County to the assignment of the County Incarceration Agreement to Purchaser.
g. Sellers shall not, by act or omission of Sellers or their agents, xxxxx xx xause any of Sellers' representations or warranties contained herein to become untrue or inaccurate in any material respect.
Covenants and Agreements of Sellers. 5.1 Conduct of the Business prior to Closing: Sellers jointly covenant and agree with Buyer that between the date of this Agreement and the Closing Date, they shall ensure that the Companies carry on business only in the Ordinary Course and shall not, without the prior written approval of Buyer, acquire any asset or enter into or assume any commitment, obligation or liability other than in the Ordinary Course of business.
Covenants and Agreements of Sellers. 24 4.1. Access and Investigation . . . . . . . . . . . . . . . . . . . 24 4.2. Operation of the Businesses of the Acquired Companies. . . . . 24 4.3.
Covenants and Agreements of Sellers. 21 6.1. Negative Covenants...................................................21 6.1(a) Dispositions; Mergers..................................22 6.1(b) Additional Agreements..................................22 6.1(c) Contract Breaches......................................22 6.1(d) Actions Affecting FCC Licenses or Contracts............22 6.2.
Covenants and Agreements of Sellers. 32 Section 9.2 Covenants and Agreements of the Parties 34 Section 10.1 Representations 37 Section 10.2 Performance 37 Section 10.3 Pending Matters 37 Section 10.4 Execution and Delivery of the Closing Documents 37 Section 10.5 Adjustments 37 Section 10.6 Sellers’ Advisory Committee 37 Section 10.7 Financing 37 Section 10.8 Registration Rights Agreement 38 Section 11.1 Representations 38 Section 11.2 Performance 38 Section 11.3 Pending Matters 38 Section 11.4 Execution and Delivery of the Closing Documents 38 Section 11.5 Adjustments 38 Section 11.6 Financing 38 Section 11.7 Registration Rights Agreement 38 Section 11.8 Transferred Derivatives 39 Section 11.9 Reconveyance 39 ARTICLE 12 THE CLOSING Section 12.1 Time and Place of the Closing 39 Section 12.2 Adjustments to Purchase Price at the Closing 39 Section 12.3 Closing Statement; Post-Closing Adjustment 41 Section 12.4 Actions of Sellers at the Closing 42 Section 12.5 Actions of Purchaser and the Partnership at the Closing 43 Section 12.6 Certain Post-Closing Obligations 44
