Covenants of Seller and Purchaser Sample Clauses

Covenants of Seller and Purchaser. Seller and Purchaser hereby agree that:

Covenants of Seller and Purchaser. Seller and Purchaser each covenant with the other as follows:

Covenants of Seller and Purchaser. Seller covenants with Purchaser and Purchaser covenants with Seller, as follows: (a) Until the Closing, Seller shall keep the Property insured against fire, vandalism and other loss, damage and destruction in commercially reasonable amounts, provided, however, Seller’s insurance policies shall not be assigned to Purchaser at the Closing, and Purchaser shall be obligated to obtain its own insurance coverage from and after the Closing. (b) Until the Closing, Seller shall maintain the Property in substantially the manner being maintained on the date of this Agreement. (c) Prior to the Closing, Seller shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld) enter into any contract with respect to the Property which will survive the Closing or will otherwise affect the use, operation or enjoyment of the Property after the Closing, except as otherwise set forth in this Agreement. (d) Seller shall pay prior to the Closing (to the extent that such amounts have not already been paid), all bills and invoices for labor, goods, material and services of any kind relating to the Property (including, without limitation, bills and invoices of all contractors, subcontractors, materialmen and others having lien rights with respect to work, materials, goods or services performed or provided in connection with the Improvements), utility charges, and employee salary and other accrued benefits relating to the period prior to the Closing. Seller shall terminate all of its employees at the Property and management and brokerage agreements with respect to the Property at Closing. This Section 9(d) shall survive the Closing. (e) Seller shall make all payments (including, without limitation, principal and interest) required under any mortgages or deeds of trust encumbering the Property due prior to the Closing. (f) Seller shall promptly notify Purchaser, if to Seller’s actual knowledge (i) there is a release, threatened release of any hazardous or toxic substances or industrial hygiene on the Property or on any property surrounding the Property in violation of Environmental Laws (ii) of any change in any condition with respect to the Property or of any event or circumstance, which makes any representation, or warranty of Seller to Purchaser under this Agreement materially untrue or misleading, or any covenant of Seller under this Agreement incapable or less likely of being performed. (g) Seller, at Seller’s sole cost and expense (which ...

Covenants of Seller and Purchaser. Each of the parties hereto agree that:

Covenants of Seller and Purchaser. So long as this Agreement remains in full force and effect, Seller covenants as follows:

Covenants of Seller and Purchaser. Each of Seller and Purchaser will: (a) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by it pursuant to applicable law in connection with the sale and purchase of the Shares and the consummation of the transaction contemplated by this Agreement, including with respect to Purchaser, Form A and other filings with all appropriate insurance regulatory authorities and all notifications required by the HSR Act (all of which notifications and filings shall be made as soon as reasonably practicable; provided that Purchaser will use its best efforts to give such notifications and make such filings by July 20, 1999 and will do so in any event no later than July 30, 1999); (b) promptly respond to requests for additional information and give such reasonable undertakings to insurance and other regulatory authorities as may be required to consummate the sale and purchase of the Shares; (c) use its best efforts to take, or cause to be taken, all actions necessary, proper or advisable in order for it to fulfill its obligations under this Agreement; and (d) take no action that would result in its representations and warranties becoming untrue.

Covenants of Seller and Purchaser. 15 11. Sxxxxx'x Xxxxxxx Xxxxxxxxx. 16 12. Purchaser's Closing Documents. 18 13. Prorations. 19 14. Expenses. 19 15. Risk of Loss; Eminent Domain. 20 16. Remedies. 21 17. Successors and Assigns. 21 18. Brokers, Finders and Consultants. 22 19. Litigation. 22 20. Notices. 22 21. Benefit. 23 22.

Covenants of Seller and Purchaser. (a) Reasonable efforts. The Parties shall use their reasonable efforts and fully cooperate to bring about the fulfillment of all conditions precedent to Closing on the earliest possible date.

Covenants of Seller and Purchaser. 6.1. Adaptive's Conduct of the Business Prior to Closing. From the date of this Agreement until the Closing Date, Adaptive shall, and shall use commercially reasonable efforts to cause the Adaptive Subsidiaries over which it exercises control and its agents, officers, directors and employees, to cause the AB-Access Business to be operated as currently operated and only in the ordinary course and, consistent with such operation, shall use commercially reasonable efforts to preserve intact its current business organization and the Adaptive Assets (including the ABL Assets) and all rights arising out of or related to the Adaptive Assets (including the ABL Assets), in each case subject to the limitations and restrictions imposed by the Bankruptcy Code and the Court and all other laws governing Seller. 6.2. Restrictions on Seller's Conduct of the Business Prior to Closing. From the date of this Agreement until the Closing Date, except as Purchaser may otherwise consent to in writing or as otherwise ordered by the Court or required under the Bankruptcy Code, Seller shall not, and shall use commercially reasonable efforts to cause the Adaptive Subsidiaries over which it exercises control and their respective agents, officers, directors and employees not, to take any of the following actions (as such actions are applicable to Seller): (a) Sell, transfer, lease, license, or otherwise dispose of any of the Adaptive Assets (including the ABL Assets), provided, however, from and including August 16, 2001 through and including the Closing Date, Adaptive, without any reduction in the Purchase Price, may sell its finished goods provided that the gross sales of Adaptive's finished goods shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000). The per unit price of the finished goods sold, consisting of SU, AP and accessories, must be consistent with Adaptive's pre-petition prices and sales practices; (b) Enter into any other letter of intent to sell any or all of the Adaptive Assets (including the ABL Assets), nor seek approval of the Bankruptcy Court for such a letter of intent, unless and until either (i) the Bankruptcy Court denies or declines to enter the Procedure Order or (ii) this Agreement terminates in accordance with the provisions of Section 9.2 hereof. (c) Voluntarily terminate or amend any Assumed Contract; (d) Enter into any contract, arrangement or understanding, or agree, in writing or otherwise, to take any of the actions described in Sect...

Covenants of Seller and Purchaser. Section 6.1