Covenants and Indemnity Sample Clauses

Covenants and Indemnity. The following covenants, and indemnities are hereby given and made by Borrower:
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Covenants and Indemnity. (A) The foregoing representations and warranties, together with all other representations and warranties made or given by the undersigned to the Company in connection with the transactions contemplated hereby, shall be true and correct in all respects on the date of closing of the purchase hereunder as if made on such date and shall survive such date.
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Covenants and Indemnity. The foregoing representations and warranties, together with all other representations and warranties made or given by the Shareholder to the Company in connection with the transactions contemplated hereby, shall be true and correct in all respects on the date of closing of the purchase hereunder as if made on such date and shall survive such date. The Shareholder agrees to indemnify and hold harmless the Company from and against any loss, damage or liability due to or arising out of a breach by Shareholder of any of the representations and warranties set forth in Section 2 of this Agreement.
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Covenants and Indemnity. 13.1 Sellers shall procure that Company uses reasonable efforts to repay Company's existing external debt ("Bank Loans") with existing funds or funds converted from working capital prior to Closing. Sellers shall notify the Buyer five (5) Business Days before the Scheduled Closing Date on the status of the Bank Loans.
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Covenants and Indemnity. (a) Each Grantor and Grantee agree to perform and to observe all of their obligations, covenants, agreements, terms, provisions and conditions under this Agreement. Grantee shall take any action, other than merely occupying its Premises and using it in accordance with the Current Use. Each Grantor and Grantee shall refrain from any action, which would (i) constitute or cause the applicable Grantor to be in default under, or breach any relevant third party agreement, (ii) cause the rights of such Grantor to its Premises and the rights of such Grantee to its Premises to be cancelled, terminated or forfeited, (iii) cause a party hereto to become liable for damages, costs, claims or penalties, (iv) adversely affect, reduce, disturb or interfere with the use and business operations of a party hereto or (v) cause damage in the common areas in or relating to any of such Grantor’s Premises or of any Building.
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Covenants and Indemnity. (a) The representations, warranties, covenants, and agreements set forth in this Agreement are made or given by Seller to Buyer and to GlyEco in connection with the Contemplated Transactions.
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Covenants and Indemnity 
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Related to Covenants and Indemnity

  • 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 Parties The Parties agree to the following covenants:

  • Covenants and Representations Notwithstanding anything to the contrary in this Agreement or otherwise, (i) CEOC, on behalf of itself and the Debtors, shall cause the Company to perform each obligations, covenant, undertaking and agreement in this Agreement, and to cause the Company’s representations and warranties in this Agreement to be true, complete and correct as of the times given and shall be liable for all obligations not satisfied or performed by the Company, (ii) all obligations, covenants, undertakings and agreements of the Preferred Backstop Investors to the Company shall apply only after the Company has been properly incorporated and formed in accordance with the Plan and (iii) the Company shall be deemed to give the representations and warranties with respect to itself and contained in Section 3 only on the Effective Date and on the date that it has been properly incorporated and formed in accordance with the Plan.

  • Survival of Covenants and Representations All covenants, representations and warranties made by the Company herein and in any certificates delivered pursuant hereto, whether or not in connection with the Closing Date, shall survive the closing and the delivery of this Agreement and the Notes.

  • Covenants and Agreements Each Grantor hereby covenants and agrees that:

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

  • WARRANTY AND INDEMNITY 9.1. The Contractor warrants to the Department that the obligations of the Contractor under this Contract will be performed by appropriately qualified and trained personnel with reasonable skill, care and diligence and to such high standards of quality as it is reasonable for the Department to expect in all the circumstances. The Department will be relying upon the Contractor's skill, expertise and experience in the performance of the Project and also upon the accuracy of all representations or statements made and the advice given by the Contractor in connection with the performance of the Project and the accuracy of any documents conceived, originated, made or developed by the Contractor as part of this Contract. The Contractor warrants that any goods supplied by the Contractor forming part of the Services will be of satisfactory quality and fit for their purpose and will be free from defects in design, material and workmanship.

  • 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.

  • 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.

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