Covenants Following Closing Sample Clauses

Covenants Following Closing. 24 a. Indemnification........................................... 24 b.
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Covenants Following Closing. Seller shall pay the lessor's royalty with respect to production of Hydrocarbons through the last day of the calendar month in which Closing occurs and shall file all applicable reports with respect to such production and the payment of royalty. For a period of ninety (90) days after Closing, Seller will assist Buyer in the transition of ownership and operation of the Assets and will provide a reasonable amount of consultation, if requested by Buyer.
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Covenants Following Closing. Buyer hereby covenants and agrees that following the Closing all of the Assumed Liabilities will be paid by the Buyer as they come due and in the ordinary course of business, and that any payments to any third party to whom such Assumed Liabilities are owed will be allocated first to the payment of Assumed Liabilities until such obligations are paid in full, and only thereafter to post-Closing obligations.
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Covenants Following Closing. 10.1 SALES/USE TAX To the extent, if any, that any sales or use tax is imposed on any of the Contemplated Transactions or any portion thereof, Acquisition shall timely file any and all required returns and pay any and all sales and/or use tax imposed thereon.
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Covenants Following Closing. Delphax shall comply, and cause each Subsidiary to comply, with the following covenants, except to the extent compliance with a particular covenant is waived by Air T:
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Covenants Following Closing. Nascent and Shareholders agree that following Closing:
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Covenants Following Closing. 12.1 CHANGE OF NAME. Promptly following the Closing (but in no event later than 30 days thereafter), the Shareholders shall cause the Articles of Incorporation of the Company to be amended so as to change its name to one wholly dissimilar to "Plymouth Mills," and will furnish the Purchaser with written evidxxxx of such amendment.
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Covenants Following Closing. 33 9.1 Enerdyne of Europe 33 9.2 S-8 Registration Statement 33 9.3 Board Visitation Rights 33 9.4 Key Man Life Insurance 33 SECTION 10 Miscellaneous 34 10.1 Governing Laws 34 10.2 Binding upon Successors and Assigns 34 10.3 Severability 34 10.4 Entire Agreement 34 10.5 Counterparts 34 10.6 Expenses 34 10.7 Amendment and Waivers 34 10.8 Survival of Agreements 35 10.9 No Waiver 35 10.10 Attorneys' Fees 35 10.11 Notices 35 10.12 Construction of Agreement 36 10.13 No Joint Venture 36 10.14 Pronouns 36 10.15 Further Assurances 36 10.16 Absence of Third Party Beneficiary Rights 36 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is entered into as of July 7, 1998, by and among Boatracs, Inc., a California corporation ("Boatracs"), Boatracs Acquisition, Inc., a California corporation ("Merger Sub"), Enerdyne Technologies, Inc., a California corporation ("Enerdyne") and Scott T. Boden ("Boden") and Irene Xxxxxxxx ("Xxinsxxx") (collexxxxxxx, xxx "Shaxxxxxxxxs"). Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
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Covenants Following Closing 
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Related to Covenants Following Closing

  • Covenants Pending Closing (a) From the date hereof until the Closing, each Contributor agrees that with respect to itself and not to any other Contributor, it 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 its Company Interests; or (ii) Mortgage, pledge or encumber (or permit to become encumbered) all or any portion of its Company Interests. (b) From the date hereof through the Closing, each Contributor shall, to the extent within his or its control, cause 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 or its 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 as contemplated by the Second Contribution Agreement, 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 the entity's business consistent with past practice; (vii) Cause or take any action that would render any of the representations or warranties regarding the Property as set forth herein 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 the 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) Make any distribution to its members except in the ordinary course of business of such entity, or as is contemplated by the Second Contribution Agreement. (c) From the date hereof until the Closing Date, the Contributors will afford to the officers and authorized representatives of the Acquirer access to all of 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 and the Entity as the Acquirer may from time to time reasonably request. (d) Notwithstanding anything to the contrary contained herein, any failure by an 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 PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Covenants of Seller and Buyer Seller and Buyer each covenant with the other as follows:

  • Closing Covenants The Purchaser agrees with the Vendor that after closing he:

  • Covenants of Sellers Sellers covenant and agree as follows:

  • COVENANTS OF BUYER AND SELLER Buyer and Seller agree that:

  • Covenants Etc Buyer shall have substantially performed and complied with each and every covenant, agreement and condition required by this Agreement to be performed or complied with by it prior to, or at, the Closing Date.

  • Covenants regarding Party C Party B (as a shareholder of Party C) and Party C hereby covenant as follows: 2.1.1 Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association of Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners; 2.1.2 They shall maintain Party C’s corporate existence in accordance with good financial and business standards and practices, obtain and maintain all necessary government licenses and permits by prudently and effectively operating its business and handling its affairs; 2.1.3 Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the material business or revenues of Party C, or allow the encumbrance thereon of any security interest; 2.1.4 Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for payables incurred in the ordinary course of business other than through loans; 2.1.5 They shall always operate all of Party C’s businesses in the ordinary course of business to maintain the asset value of Party C and refrain from any action/omission that may affect Party C’s operating status and asset value; 2.1.6 Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a price exceeding RMB100,000 shall be deemed a major contract); 2.1.7 Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or credit; 2.1.8 They shall provide Party A with information on Party C’s business operations and financial condition at Party A’s request; 2.1.9 If requested by Party A, they shall procure and maintain insurance in respect of Party C’s assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses; 2.1.10 Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire or invest in any person; 2.1.11 They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C’s assets, business or revenue; 2.1.12 To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against all claims; 2.1.13 Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to its shareholders, provided that upon Party A’s written request, Party C shall immediately distribute all distributable profits to its shareholders; 2.1.14 At the request of Party A, they shall appoint any person designated by Party A as the director or executive director of Party C. 2.1.15 Without Party A’s prior written consent, they shall not engage in any business in competition with Party A or its affiliates; and 2.1.16 Unless otherwise required by PRC law, Party C shall not be dissolved or liquated without prior written consent by Party A.

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

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