Covenants and Further Agreements Sample Clauses

Covenants and Further Agreements. In order to induce the Company to accept this subscription, the Subscriber hereby covenants and agrees as follows:
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Covenants and Further Agreements. 26 5.1. Application for Assignment of Franchises and Licenses........ 26 5.2. Information; Consultation; Confidentiality................... 27 5.3. Period Pending Closing....................................... 28 5.4. Cooperation.................................................. 29 5.5. Expenses..................................................... 29 5.6. Brokerage.................................................... 30 5.7. Reliance Upon and Survival of Representations and Warranties................................................... 30 5.8. Further Assurances........................................... 30 5.9. Indemnification.............................................. 31 5.10. No Negotiation............................................... 33 5.11. Special Covenants of Seller.................................. 33 5.12. Employees.................................................... 33
Covenants and Further Agreements. 26 6.1 Sellers' Representative .................................... 26 6.2
Covenants and Further Agreements. 12 7.1 Expenses..........................................................................................12 7.2
Covenants and Further Agreements. A. As soon as possible after the closing of the share purchases by CME described in Section I, but not later than March 31, 1999, the articles of association, bye-laws, shareholder agreements or similar document setting forth the governing rules for each of Innova, IMS and UAH (and any of their subsidiaries) (the "Management Documents") and the Investment, Acquisition and Cooperation Agreement dated as of September 30, 1996 (the "Cooperation Agreement") will be amended in form and substance satisfactory to CME to reflect CME's newly acquired controlling share of such companies and agreements which have been entered into among the parties since the date of the Cooperation Agreement. Identical changes will be made in Studio 1+1 Ltd upon consummation of the transactions contemplated in Section III.A. Non-operative or defunct agreements shall be terminated. Amendments to the Management Documents of Innova, IMS, UAH and when applicable, Studio 1+1, and their existing or future wholly owned subsidiaries shall include, but not be limited to, the following terms:
Covenants and Further Agreements. For good and valuable consideration, which is enumerated in Section 1(e), the Parties agree as follows:
Covenants and Further Agreements 
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Related to Covenants and Further Agreements

  • Covenants and Additional Agreements 5.1. ACCESS; CONFIDENTIALITY.

  • Covenants and Further Agreements of Pledgor 6.1 Pledgor hereby covenants to the Pledgee, that during the term of this Agreement, Pledgor shall:

  • Covenants and Undertakings The Grantor covenants and undertakes that:

  • Waivers and Further Agreements Any waiver of any terms or conditions of this Agreement shall not operate as a waiver of any other breach of such terms or conditions or any other term or condition, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof; provided, however, that no such written waiver, unless it, by its own terms, explicitly provides to the contrary, shall be construed to effect a continuing waiver of the provision being waived and no such waiver in any instance shall constitute a waiver in any other instance or for any other purpose or impair the right of the party against whom such waiver is claimed in all other instances or for all other purposes to require full compliance with such provision. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as the other party may reasonably require in order to effectuate the terms and purposes of this Agreement.

  • Certain Covenants and Agreements The Company hereby covenants and agrees that:

  • 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.

  • Further Agreements and Representations Each Borrower does hereby:

  • Additional Covenants and Agreements (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws.

  • Covenants and Agreements of the Parties The Parties agree to the following covenants:

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

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