COVENANTS OF BUYER PENDING THE CLOSING Sample Clauses

COVENANTS OF BUYER PENDING THE CLOSING. Buyer covenants and agrees that, from the date of this Agreement to and including the Closing, it will take, or refrain from taking, the following actions:
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COVENANTS OF BUYER PENDING THE CLOSING. Buyer covenants and agrees that, from the date hereof until the Closing Date and except as otherwise agreed to in writing by Seller:
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COVENANTS OF BUYER PENDING THE CLOSING. Buyer covenants and agrees that from date hereof until the completion of the Closing:
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COVENANTS OF BUYER PENDING THE CLOSING. Buyer covenants and agrees that, pending the Closing and except as otherwise agreed to in writing by Seller: (a) Buyer shall not engage in any business activities or conduct any operations other than in connection with the transactions contemplated herein and the Borrowings; (b) Buyer shall use its commercially reasonable efforts to cause all of the conditions to the obligations of Seller and Seller Parent under this Agreement to be satisfied on or prior to the Closing Date and to obtain, prior to the Closing, all consents of all third parties and governmental authorities set forth on Schedule 4.5. All such consents will be in writing and executed counterparts thereof will be delivered to Seller and Seller Parent at or prior to the Closing; (c) Buyer shall use its best efforts to consummate the Borrowings and promptly disclose to Seller and Seller Parent any information which would make fulfillment or performance of Buyer's Borrowings unlikely or impossible. (d) Buyer shall use its best efforts to obtain all necessary and required governmental consents and approvals pursuant to applicable federal, state or municipal laws, regulations or ordinances relating to liquor laws. (e) Buyer agrees to execute and deliver on the Closing Date the guarantee agreement (the "Guarantee Agreement") in the form attached hereto as Exhibit B, pursuant to which Buyer will guarantee the obligations of MRIACQ pursuant to the MRI Agreement and the MRI Note.
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COVENANTS OF BUYER PENDING THE CLOSING. Buyer covenants and agrees that, pending the Closing and prior to the termination of this Agreement, and except as otherwise agreed to in writing by the Retained Group Signatories, Buyer shall: (a) not take or intentionally omit to take any action which would result in a breach of any of Buyer's or Amalgamation Sub's representations and warranties hereunder in any material respect; (b) have available, as of the Closing Date, sufficient funding to enable Buyer to consummate the purchase of the GWCI Shares from GSTOC, to capitalize the Amalgamation Sub with funds in an amount not less than the aggregate Amalgamation Consideration in order to consummate the Amalgamation and otherwise to perform all of Buyer's and Amalgamation Sub's obligations under this Agreement; (c) use its reasonable efforts to cause all of the conditions to the obligations of the Retained Group Signatories and TII under Article IX hereof to be satisfied on or prior to the Closing Date and to obtain, prior to the Closing, all consents of all third parties and governmental authorities necessary for the consummation by Buyer and Amalgamation Sub of the transactions contemplated hereby. All such consents will be in writing and executed counterparts thereof will be delivered to the Retained Group Signatories at or prior to the Closing; and (d) promptly disclose to the Retained Group Signatories any information relating to Buyer's or Amalgamation Sub's representations and warranties hereunder which, because of an event occurring after the date hereof, is incomplete or is no longer correct in any material respect.
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COVENANTS OF BUYER PENDING THE CLOSING. Buyer covenants and agrees that, pending the Closing and prior to the termination of this Agreement, and except as otherwise agreed to in writing by Seller, Buyer shall: (a) not take or intentionally omit to take any action which would result in a breach of any of Buyer's representations and warranties hereunder in any material respect; (b) have available, as of the Closing Date, sufficient funding to enable Buyer to consummate the purchase of the FWC Shares from Seller and otherwise to perform all of Buyer's obligations under this Agreement; (c) use its reasonable efforts to cause all of the conditions to the obligations of Seller under Article VIII hereof to be satisfied on or prior to the Closing Date and to obtain, prior to the Closing, all consents of all third parties and governmental authorities necessary for the consummation by Buyer of the transactions contemplated hereby. All such consents will be in writing and executed counterparts thereof will be delivered to Seller at or prior to the Closing; and (d) promptly disclose to Seller any information relating to Buyer's representations and warranties hereunder which, because of an event occurring after the date hereof, is incomplete or is no longer correct in any material respect.
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COVENANTS OF BUYER PENDING THE CLOSING. Buyer covenants and agrees that from the date hereof until the Closing Date Buyer will: (a) promptly notify Seller in writing if Buyer becomes aware of any fact or condition that causes or constitutes a breach of any of the representations or warranties of Buyer in this Agreement, or if Buyer becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representations or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. (b) cooperate and use its reasonable best efforts to obtain, and will as soon as reasonably practicable prepare all registrations, filings and applications, requests and notices preliminary to, all Approvals and Permits that may be necessary or that may be reasonably requested by Seller to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Buyer covenants and agrees to use its commercially reasonable best efforts to prepare and file with the FCC, within five (5) business days after the date hereof, the FCC Applications. Subsequent to filing the FCC Applications, Buyer shall prosecute said FCC Applications with due diligence and shall use its reasonable efforts to obtain FCC Transfer Approval. (c) promptly inform Seller of any material non-confidential communication from any Communications Regulatory Authority, or any other Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any of its Affiliates receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated hereby, then such party will endeavor in good faith to make or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. Buyer shall notify Seller in the event it becomes aware of any facts, actions, communications or occurrences that would directly or indirectly materially affect FCC Transfer Approval.
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Related to COVENANTS OF BUYER PENDING THE CLOSING

  • Covenants of Buyer Buyer agrees that:

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

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

  • 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 of Sellers Sellers covenant and agree as follows:

  • Covenants of Purchaser Purchaser covenants and agrees as follows:

  • Representations, Warranties and Covenants of Buyer Buyer represents, and warrants to and covenants with Seller as follows:

  • Covenants of the Purchaser The Purchaser covenants and agrees with the Company as follows:

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

  • Covenants of Parent Parent agrees that:

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