Covenants by Seller Sample Clauses
The "Covenants by Seller" clause sets out the specific promises and obligations that the seller must fulfill before, during, and sometimes after the closing of a transaction. These covenants may include requirements such as maintaining the business in its ordinary course, providing access to information, or refraining from certain actions that could negatively impact the value of the business being sold. By clearly outlining these duties, the clause ensures that the seller preserves the value and condition of the asset or business up to the point of transfer, thereby protecting the buyer from unexpected changes or risks.
Covenants by Seller. 12.1 After written notice by Purchaser to Seller, and automatically, without notice, after an Event of Default, Seller shall not, without the prior written consent of Purchaser in each instance, (a) grant any extension of time for payment of any of its Accounts, (b) compromise or settle any of its Accounts for less than the full amount thereof, (c) release in whole or in part any Payor, or (d) grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to any of the Accounts.
12.2 From time to time as requested by Purchaser, Purchaser or its designee shall have access, during reasonable business hours if prior to an Event of Default and at any time if on or after an Event of Default, to all business premises of the Seller and where Collateral is located for the purposes of inspecting (and removing, if after the occurrence of an Event of Default) any of the Collateral and Seller's books and records, and Seller shall permit Purchaser or its designee to make copies of such books and records or extracts therefrom, without expense to Purchaser, as Purchaser may request. If an Event of Default has occurred, Purchaser may use the Seller's personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies and premises for the collection of Accounts and realization on other Collateral as Purchaser deems appropriate. Seller hereby irrevocably authorizes all accountants and third parties, to promptly disclose and deliver to Purchaser at Seller's expense all financial information, books and records, work papers, management reports and other information in their possession relating to Seller and in respect thereto irrevocably waives any privilege that may otherwise preclude such production. Seller will allow a third party to conduct due diligence on the Collateral and books and records once a year, at Seller's expense. This annual due diligence expense shall not exceed $200.
12.3 Before sending any Invoice to an Account Debtor, Seller shall ▇▇▇▇ same with a notice of assignment and a duty to pay Purchaser in the form and manner as may be required by Purchaser.
12.4 Seller shall pay when due all payroll, sale, use and other taxes, and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require.
12.5 Seller shall not create, incur, assume or permit to exist any additional debt by the Seller, except as approved by Purchaser in writing and subject to an ...
Covenants by Seller. Seller covenants and agrees with Purchaser that from the date hereof until the Closing Date (as such term is defined in Section 8(a) hereof), Seller shall conduct its business involving the Subject Property as follows (except as specifically provided to the contrary herein):
Covenants by Seller. After written notice by Buyer to Seller, and automatically, without notice, after an Event of Default, Seller shall not: (a) grant any extension of time for payment of any of its Digital Ad Receivables, (b) compromise or settle any of its Digital Ad Receivables for less than Face Value; (c) release in whole or in part any Payor; (d) grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to any of the Digital Ad Receivables. In addition, (i) Seller irrevocably authorizes all employees, agents, accountants and third parties employed by Seller to disclose and deliver to Buyer at Seller's expense all financial information, books and records, work papers, management reports and other information in their possession relating to the Collateral; (ii) Seller shall not create, incur, assume or permit to exist, any lien upon or with respect to the Collateral other than the lien created hereunder; and (iii) Seller shall within two (2) business days after request by Buyer provide Seller with an accounts receivables and/or an accounts payable schedule, each in form and substance satisfactory to Seller, identifying all Digital Ad Receivables of Seller and any amounts due from Seller to any account debtor in respect of any Digital Ad Receivables. In the event that ▇▇▇▇▇ sends a notice of assignment to a Payor obligated with respect to any Digital Ad Receivable, Seller shall not direct such Payor to pay such Digital Ad Receivable to Seller or any other entity or individual, or otherwise undermine or interfere with such notice of assignment in any manner. Seller agrees that a violation of the foregoing covenant will put the value of the Collateral at risk and will cause irreparable harm to Buyer. Therefore, ▇▇▇▇▇ will be entitled to temporary and permanent injunctive relief to prevent such violation without the necessity of proving that actual damages are not an adequate remedy. Buyer will also be entitled to any proceeds of Purchased Digital Ad Receivables received by Seller as a result of such violation in an amount not to exceed the total Obligations.
Covenants by Seller. Seller covenants to Bank as follows:
(a) Seller authorizes Bank to file any financing statements or financing statement amendments and continuation statements (or similar statements and amendments in jurisdictions outside of the United States) and to make any register entries, in any case relating to this Agreement or any Purchased Receivable (and the proceeds thereof or supporting obligations therefor) purchased by Bank. Without limiting the foregoing, Seller authorizes Bank to file, in such places as Bank shall deem appropriate, UCC financing statements identifying Seller as the “debtor” or “seller”, Bank as the “buyer” or “secured party” and the “collateral” as the Collateral.
(b) Seller hereby agrees and undertakes that it will not change its name, type or jurisdiction of organization or location of its chief executive office unless (i) it shall give Bank at least 30 days prior written notice thereof and (ii) it shall take all steps reasonably requested by Bank to preserve and protect Bank’s interest in the Purchased Receivables and the validity, enforceability, and perfection and priority of such interest;
(c) Seller will not give the Applicable Obligor instructions to make payment in respect of any Purchased Receivable to any account other than the Collection Account, without the written consent of Bank;
(d) Other than in connection with the resolution of Commercial Disputes in accordance with such Seller’s policies and procedures, Seller shall not enter into or otherwise effect any amendment, modification or waiver of any Purchased Receivable or any of the Purchase Documents in any manner which would materially adversely affect the collectability of any Purchased Receivables or rights of Bank as the owner of the Purchased Receivables or would otherwise reduce the amount due thereunder or delay the Due Date thereof, in each case, without the written consent of Bank;
(e) Seller will comply with all applicable Laws, except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect;
(f) Seller will provide to Bank true, correct and complete copies of the financial statements required to be provided pursuant to sections a., b. and c. under Schedule 5.1 of the Credit Agreement; provided that if the Credit Agreement is terminated, Seller will provide to Bank true, correct and complete copies of such financial statements that were required to be provided immediately before the Cre...
Covenants by Seller. 8.1. After written notice by Purchaser to Seller, and automatically, without notice, after an Event of Default, Seller shall not, without the prior written consent of Purchaser in each instance, (a) grant any extension of time for payment of any of the Purchased Accounts, (b) compromise or settle any of the Purchased Accounts for less than the full amount thereof, (c) release in whole or in part any Account Debtor, or (d) grant any credits, discounts, allowances, deductions, return authorizations, or the like with respect to any of the Purchased Accounts.
8.2. From time to time as reasonably requested by Purchaser, at the sole expense of Seller, Purchaser or its designee shall have access, during reasonable business hours to all premises where Collateral is located for the purposes of inspecting the Collateral, including Seller’s books and records (solely to the extent related to the Collateral), and Seller shall permit Purchaser or its designee to make copies of such books and records or extracts there from as Purchaser may request. Without expense to Purchaser, Purchaser may use any of Seller’s personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies, and premises for the collection of Collateral.
8.3. Before sending any invoice evidencing a Purchased Account to the Account Debtor, Seller shall ▇▇▇▇ same with the Notice of Assignment as may be required by Purchaser.
8.4. Seller shall pay when due all payroll and other taxes and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require.
8.5. Seller shall not create, incur, assume, or permit to exist any Lien upon or with respect to the Collateral.
8.6. Notwithstanding that Seller has agreed to pay the Misdirected Payment Fee pursuant to Section 3.2.1 hereof, Seller shall deliver in kind to Purchaser on the next Business Day following the date of receipt by Seller of the amount of any payment on account of a Purchased Account.
Covenants by Seller. Seller hereby covenants and agrees that it will not enter into any transaction, take any action or by inaction permit any event to occur that would result in any of its representations or warranties herein contained not being true and correct at and as of the date of the Closing.
Covenants by Seller. 1. During the period between the Agreement Date and the Completion Date, the Seller shall without prejudice to duties under applicable law or corporate governance duties, procure that:
Covenants by Seller. Seller agrees that, from the date hereof to the Closing: It will conduct the Business and affairs only in the ordinary course. It shall afford to the officers, counsel, accountants and other representatives of Buyer full and free access to Seller's personnel, properties, records and books of account at all reasonable times, and to furnish such officers and representatives all such documents and copies of documents and information as Buyer may reasonably request. The documents, copies and information so furnished Buyer are solely for the purposes of this Agreement, are to be kept strictly confidential until the Closing, and Buyer shall not disclose the same prior to the Closing to anyone other than its authorized officers, employees, agents, counsel and accountants, who shall be advised of these provisions. No investigations by Buyer or any of its representatives shall affect the representations and warranties of Seller and ▇▇▇▇▇, and each such representation and warranty shall survive any such investigation. Without the prior written consent of Buyer, Seller shall not: Increase the rate or form of compensation or fringe benefits to or for the benefit of any agent or employee; Make any commitments for capital expenditures nor sell, transfer, invalidate or dispose of any of the assets of the Business, except in the ordinary course of business; Incur any indebtedness except in the ordinary course of business, cause any material adverse change to be made in his financial affairs, or allow any tax or other liability to be extended by waiver of the statutes of limitation or otherwise; or Enter into transactions except in the ordinary course of its business. Seller will: Keep its property and assets insured consistent with its prior practices in respect thereof; Perform in the normal course of business all its obligations under contracts, leases and documents relating to or affecting its employees, assets, properties and business; Use its best efforts to preserve intact its business, organization, employees, agencies, clients and goodwill; Carry on the Business diligently and substantially in the same manner as heretofore and make or institute no unusual or novel methods of management or operation thereof; Not amend any of its leases or other contracts or borrow any money; and Promptly notify Buyer in writing of any threatened lawsuit, claim or any adverse change or any projected or threatened adverse change in Seller's financial position or operations of the Bus...
Covenants by Seller. Except as otherwise provided in Section 6 (i), after the Effective Date and until the Closing Date or termination of this Agreement under the terms hereof, the following shall apply:
Covenants by Seller. Seller covenants as follows: