Covenants and Agreements of the Seller. 5.1 Access and Investigation. Between the date of this Agreement and the Closing, the Seller shall, and shall cause each Target Group Company to, (a) afford the Purchaser and its representatives and prospective lenders and their representatives (collectively, the “Purchaser’s Advisors”) full and free access to each Target Group Company’s personnel, properties, contracts, books and records, and other documents and data, (b) furnish the Purchaser and each Purchaser’s Advisors with copies of all such contracts, books and records, and other existing documents and data as the Purchaser may reasonably request, and (c) furnish the Purchaser and the Purchaser’s Advisors with such additional financial, operating, and other data and information as the Purchaser may reasonably request.
Covenants and Agreements of the Seller. The Seller covenants and agrees with the Purchaser as follows:
Covenants and Agreements of the Seller. Seller covenants and agrees for the benefit of Buyer as follows:
Covenants and Agreements of the Seller. In addition to the covenants and agreements elsewhere set forth herein, Seller covenant and agree as follows:
Covenants and Agreements of the Seller. Section 5.1. Corporate Action. . . . . . . . . . . . . . . . 25 Section 5.2. Conduct of Business to Closing. . . . . . . . . 26 Section 5.3. Consents. . . . . . . . . . . . . . . . . . . . 27 Section 5.4.
Covenants and Agreements of the Seller. 5.1 Access and Investigation. Between the date of this Agreement and the Closing, the Seller and the Company will and will cause each Group Company to, (a) afford the Purchaser and its representatives and prospective lenders and their representatives (collectively, the “Purchaser’s Advisors”) full and free access to each Group Company’s personnel, properties, contracts, books and records, and other documents and data, (b) furnish the Purchaser and each Purchaser’s Advisors with copies of all such contracts, books and records, and other existing documents and data as the Purchaser may reasonably request, and (c) furnish the Purchaser and the Purchaser’s Advisors with such additional financial, operating, and other data and information as the Purchaser may reasonably request.
5.2 Operation of the Group Business. Between the date of this Agreement and the Closing, the Seller shall and shall cause the Company and each Group Company to:
(a) conduct the business of each Group Company only in accordance with its ordinary course of business consistent with past practices;
(b) pay its and its Group Companies’ debts and Taxes when due;
(c) pay or perform other material obligations when dues;
(d) use their best efforts to preserve intact the current business organization of each Group Company, keep available the services of the current officers, directors, employees, agent, representative and consultants of each Group Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with each Group Company;
(e) confer with the Purchaser concerning operational matters of a material nature;
(f) maintain the assets owned or used by each Group Company in a state of repair and condition that complies with Law and contracts and is consistent with the requirements and normal conduct of the business of that Group Company; and
(g) maintain all records of each Group Company consistent with past practice.
Covenants and Agreements of the Seller. With respect to FFELP Loans sold on a Loan Purchase Date, the Seller hereby makes the representations and warranties set forth in Exhibit E hereto as of such Loan Purchase Date. Each representation, warranty, certification, covenant and agreement contained in this Loan Purchase Agreement shall survive the applicable Loan Purchase Date.
Covenants and Agreements of the Seller. Seller covenants and agrees with Falcon and Purchaser that, from the date of this Agreement to the Subsequent Closing, it shall:
(a) allow Purchaser and its representatives reasonable access during normal business hours to the Seller’s offices and to Seller’s files, books, records, including, without limitation, the Data and any and all information relating to Seller’s tax matters, contracts, leases, licenses and real, personal and intangible property and financial condition, and shall cause Seller’s auditors and other third parties retained or otherwise hired by Seller to cooperate with Purchaser;
(b) deliver or make available (or will deliver or make available within five Business Days after the date of this Agreement) to Purchaser any documents relating to the subject matter of this Agreement to the extent that same are in Seller’s possession or control;
(c) provide, upon Purchaser’s request, letters of authorization to any regulatory authority having jurisdiction over the Leases and Wxxxx, authorizing the release to Purchaser and its representatives of any information on file relating to the Leases and Wxxxx;
(d) allow Purchaser and its representatives access, at Purchaser’s risk and expense, to the lands covered by the Leases to complete surveys and perform such tests and inspections as Purchaser may in its discretion require, including without limitation soil and environmental tests, provided that Seller shall be given prior notice and an opportunity to attend such tests and inspections;
(e) maintain in full force and effect all of Seller’s policies of insurance now in effect in respect of the Leases and Wxxxx and shall give all notices and present all claims under all existing policies in a due and timely fashion as may be reasonably required in accordance with prudent business practice;
(f) notify Purchaser as soon as it or any of its directors or officers have determined that a state of facts exist which results in, or could reasonably be expected to result in:
(i) any representation and warranty of Seller being untrue or incorrect in any material respects;
(ii) the non-fulfillment of any conditions set forth in this Agreement by the Seller; or
(iii) any adverse material change in either of Seller or the Leases and Wxxxx, ownership, capital or financial position or condition of Seller, or change in a material fact that would result in an adverse material change in, or would reasonably be expected to result in an adverse material change in either o...
Covenants and Agreements of the Seller. (a) [****]
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Covenants and Agreements of the Seller
