COVENANTS AND AGREEMENTS PENDING CLOSING Sample Clauses

COVENANTS AND AGREEMENTS PENDING CLOSING. 33 5.1 Agreement of Seller Pending the Closing......................33 5.1.1 Conduct of the Business in the Ordinary Course.......33 5.1.2 Access...............................................35 5.1.3 Consents.............................................35 5.1.4 Debtholder Consents..................................35 5.1.5 Financial Statements.................................35 5.1.6 Capital Expenditures.................................35 5.1.7 VADI Assets..........................................36 5.1.8 Release of Liens.....................................36 5.1.9
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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 and Agreements Performed Buyer shall have performed and complied with all covenants and agreements required by this Agreement, if any, to be performed or complied with by it on or prior to the Closing Date in all material respects.

  • 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 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 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.

  • Performance of Covenants and Agreements The Buyer and Buyer Sub each shall have performed and complied in all material respects with all covenants and agreements contained in this Agreement required to be performed or complied with by it on or prior to the Closing.

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