COVENANTS AND AGREEMENTS PENDING CLOSING Sample Clauses

COVENANTS AND AGREEMENTS PENDING CLOSING. 32 5.1 Agreement of Seller Pending the Closing.............................. 32 5.1.1 Conduct of the Business in the Ordinary Course.............. 32 5.1.2 Access...................................................... 34 5.1.3 Consents.................................................... 34 5.1.4 Debtholder Consents......................................... 34 5.1.5 Financial Statements........................................ 35 5.1.6 Capital Expenditures........................................ 35 5.1.7 VADI Assets................................................. 35 5.1.8 Release of Liens............................................ 35 5.1.9
Sample 1See All (4)
COVENANTS AND AGREEMENTS PENDING CLOSING. A. Purchaser hereby covenants and agrees with Seller that Purchaser will diligently discharge its obligations with respect to its inspection and evaluation of all aspects of the Project and it will keep Seller informed with respect to the progress of such inspection and evaluation and, if requested by Seller, will furnish Seller promptly with any and all studies, reports and other information obtained from third-party consultants with respect to the physical and environmental condition of the Project. B. From and after the Effective Date and continuing through Closing, Seller shall use commercially reasonable efforts to operate and maintain the Project in a manner generally consistent with the manner in which Seller has operated and maintained the Project prior to the Effective Date. C. Seller will deliver to Purchaser any new Leases or any renewals, expansions, or modifications of existing Leases that Seller wishes to execute between the Effective Date and Closing (hereinafter referred to as a “Proposed Lease Transaction”) and shall not enter any Proposed Lease Transaction without obtaining the written approval of Purchaser. Seller’s notice of a Proposed Lease Transaction will include a description of all payments, costs and expenses required to be paid by the landlord pursuant to the Proposed Lease Transaction, including, without limitation, tenant improvement costs, lease buyout costs, brokerage fees and commissions, reimbursement of tenant’s moving expenses and other out of pocket costs, design, refurbishment and club allowances, and the economic burden of any free or reduced rent (hereinafter referred to as the “Tenant Inducement Costs”). Prior to the expiration of the Inspection Period, Purchaser agrees that it will promptly review such Proposed Lease Transaction within four (4) business days after receipt of written notice of the Proposed Lease Transaction from Seller and shall not unreasonably withheld its consent thereto. A failure to provide a notice of disapproval pursuant to the immediately preceding sentence within such four (4) business day period will be deemed to constitute approval by Purchaser for all purposes, including, without limitation, approval of the Tenant Inducement Costs. At Closing the Tenant Inducement Costs with respect to approved Proposed Lease Transactions will be assumed by Purchaser, and to the extent previously paid by Seller, they will be credited to the account of and paid to Seller at Closing. D. Through the Closing ...
Sample 1

Related to COVENANTS AND AGREEMENTS PENDING CLOSING

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

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

  • Covenants Pending Closing (a) From the date hereof until the Closing, the Contributor shall not: (i) Sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of his Company Interests; or (ii) Mortgage, pledge or encumber (or permit to become encumbered) all or any portion of his Company Interests. (b) From the date hereof through the Closing, the Contributor shall, to the extent within his control, cause each of the Company and the Entity to conduct its business in the ordinary course of business, consistent with past practice, and shall, to the extent within his control, not permit the Company or the Entity, without the prior written consent of Acquirer, to: (i) Enter into any material transaction not in the ordinary course of business of such entity: (ii) Except for any transfers contemplated in the Term Sheet, sell, transfer or dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) any assets of such entity, except in the ordinary course of business consistent with past practice; (iii) Mortgage, pledge or encumber (or permit to become encumbered) any assets of such entity, except (A) liens for taxes not due, (B) purchase money security interests in the ordinary course of such entity's business, and (C) mechanics' liens being disputed by such entity in good faith and by appropriate proceeding in the ordinary course of such entity's business (provided such mechanics liens are released prior to or on the Closing Date at no cost to the Acquirer); (iv) Amend, modify or terminate any Lease, contract or other instruments relating to the Property to which such entity is a party, except in the ordinary course of the entity's business consistent with past practice; (v) Cause or permit the Entity to change the existing use of the Property; (vi) Cause or permit any entity to enter into any new Lease or terminate any existing Lease except in the ordinary course of such entity's business consistent with past practice; (vii) Cause or take any action that would render any of the representations or warranties contained herein to be untrue in any material respect; (viii) Terminate or amend any existing insurance policies affecting the Property that results in a material reduction in insurance coverage for the Property; (ix) Knowingly cause or permit such entity to violate or fail to use commercially reasonable efforts to cure any violation of any applicable laws; (x) Materially alter the manner of keeping such entity's books, accounts or records or the accounting methods therein reflected; or (xi) Except for any distributions contemplated in the Term Sheet, make any distribution to its members other than consistent with the prior practices of the entity. (c) From the date hereof until the Closing Date, the Contributor will afford to the officers and authorized representatives of the Acquirer access to all of the Contributor's, the Company's and the Entity's books and records and will furnish the Acquirer with such additional financial and operating data and other information as to the business and properties of the Company, the Contributor and the Entity as the Acquirer may from time to time reasonably request. (d) Notwithstanding anything to the contrary contained herein, any failure by the Contributor to comply with or fulfill the covenants contained in this Section 3.1 shall not constitute an indemnifiable claim under Section 3.4 of this Agreement, but shall constitute an unfulfilled condition precedent pursuant to Section 5.1, provided such failure is identified to or otherwise becomes known to the Acquirer prior to Closing.

  • Covenants and Agreements Performed Buyer shall have performed and complied with in all material respects all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and all deliveries contemplated by Section 3.3 shall have been made.

  • Special Covenants and Agreements SECTION 5.1. COMPANY TO MAINTAIN ITS CORPORATE EXISTENCE; CONDITIONS UNDER WHICH EXCEPTIONS PERMITTED. The Company agrees that during the term of this Agreement, it will maintain its corporate existence and its good standing in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation unless the acquirer of its assets or the corporation with which it shall consolidate or into which it shall merge shall (i) be a corporation organized under the laws of one of the states of the United States of America, (ii) be qualified to do business in the State, and (iii) assume in writing all of the obligations of the Company under this Agreement and the Tax Agreement. Any transfer of all or substantially all of the Company's generation assets shall not be deemed to constitute a "disposition of all or substantially all of the Company's assets" within the meaning of the preceding paragraph. Any such transfer of the Company's generation assets shall not relieve the Company of any of its obligations under this Agreement. The Company hereby agrees that so long as any of the Bonds are insured by a Bond Insurance Policy issued by the Bond Insurer and the Bond Insurer shall not have failed to comply with its payment obligations under such Policy, in the event of a Reorganization, unless otherwise consented to by the Bond Insurer, the obligations of the Company under, and in respect of, the Bonds, the G&R Notes, the G&R Indenture and the Agreement shall be assumed by, and shall become direct and primary obligations of, a Regulated Utility Company such that at all times the obligor under this Agreement and the obligor on the G&R Notes is a Regulated Utility Company. The Company shall deliver to the Bond Insurer a certificate of the president, any vice president or the treasurer and an opinion of counsel reasonably acceptable to the Bond Insurer stating in each case that such Reorganization complies with the provisions of this paragraph. The Company need not comply with any of the provisions of this Section 5.1 if, at the time of such merger or consolidation, the Bonds will be defeased as provided in Article VIII of the Indenture. The Company need not comply with the provisions of the second paragraph of this Section 5.1 if the Bonds are redeemed as provided in Section 3.01(B)(3) of the Indenture or if the Bond Insurance Policy is terminated as described in Section 3.06 of the Indenture in connection with a purchase of the Bonds by the Company in lieu of their redemption.

  • Survival of Covenants and Agreements The covenants and agreements of the parties to be performed after the Effective Time contained in this Agreement shall survive the Effective Time.

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

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

  • Covenants and Agreements Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Property: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

  • 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.