COVENANTS OF SELLER AND PURCHASERS Sample Clauses

COVENANTS OF SELLER AND PURCHASERS. Non-Competition; Non-Solicitation; Confidentiality 48 Section 5.2 Specific Performance for Necessary Assets 50 Section 5.3 Excluded Returns and Warranties 50 Section 5.4 Seller Possession of Transferred Assets 51 Section 6.1 Employee Matters 51 Section 7.1 Further Assurances 53 Section 7.2 Public Announcements 53 Section 7.3 Accounts Receivable 54 Section 8.1 Indemnification by Seller 54 Section 8.2 Procedure for Third Party Claims 55 Section 8.3 Claims Period; Limitation on Indemnification 56 Section 8.4 Additional Limitations on Indemnification 57 Section 8.5 Exceptions to Exclusive Remedy 57 Section 8.6 Duty to Mitigate Damages 57 Section 8.7 Tax Effect of Indemnification Payments 57 Section 8.8 Exclusive Remedy 57 Section 9.1 Notices 58 Section 9.2 Amendments and Waivers 59 Section 9.3 Expenses 59 Section 9.4 Disclosure Schedule References 59 Section 9.5 Purchaser Liability 59 Section 9.6 Binding Effect; Benefit; Assignment 59 Section 9.7 Governing Law 60 Section 9.8 Jurisdiction 60 Section 9.9 Waiver of Jury Trial 60 Section 9.10 Counterparts; Effectiveness 60 Section 9.11 Entire Agreement 60 Section 9.12 Severability 61 Section 9.13 Specific Performance 61 Exhibit A Escrow Agreement Exhibit B Purchaser 1 License Agreement Exhibit C Purchaser 2 License Agreement Exhibit D Transition Services Agreement Exhibit E Mutual Release Exhibit F Key Employee Offer Letters Exhibit G Skadden Opinion Schedule 1.1(a) Seller Officers Schedule 1.1(b) Seller Products Schedule 1.1(c) Specified Parties Schedule 2.1(a)(ii) P1 Assigned Contracts Schedule 2.1(a)(iii) P1 Sale Business Intellectual Property and Sale Business Technology Schedule 2.1(a)(iv) Transferred Licenses Schedule 2.1(a)(x) Additional P1 Transferred Assets
Sample 1

Related to COVENANTS OF SELLER AND PURCHASERS

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

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

  • Covenants of Sellers Sellers covenant and agree as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • Representations, Warranties and Covenants of the Mortgage Loan Seller and the Purchaser (a) The Mortgage Loan Seller hereby makes, as of the date hereof (and, in connection with any replacement of a Defective Loan (as defined in Section 4(f) hereof) with one or more Qualified Substitute Mortgage Loans (also as defined in Section 4(f) hereof), pursuant to Section 5(a) hereof, as of the related date of substitution), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit B-1. The Purchaser hereby makes, as of the date hereof, to and for the benefit of the Mortgage Loan Seller, each of the representations and warranties set forth in Exhibit B-2. (b) The Mortgage Loan Seller hereby makes, as of the date hereof (or as of such other date specifically provided in the particular representation or warranty), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit C, subject to the exceptions set forth in Schedule C. The Mortgage Loan Seller is also referred to herein as the “Responsible Repurchase Party”. (c) The Mortgage Loan Seller hereby represents and warrants, as of the date hereof, to and for the benefit of the Purchaser only, that the Mortgage Loan Seller has not dealt with any broker, investment banker, agent or other person (other than the Depositor or an affiliate thereof, the Underwriters and the Initial Purchasers) who may be entitled to any commission or compensation in connection with the sale to the Purchaser of the Mortgage Loans. (d) The Mortgage Loan Seller hereby represents and warrants that, with respect to the Mortgage Loans and the Mortgage Loan Seller’s role as “originator” (or the role of any third party as “originator” of any Mortgage Loan for which the Mortgage Loan Seller was not the originator) and “sponsor” in connection with the issuance of the Registered Certificates, the information regarding the Mortgage Loans, the related Mortgagors, the related Mortgaged Properties and/or the Mortgage Loan Seller contained in each of the Preliminary Prospectus and the Prospectus complies in all material respects with the applicable disclosure requirements of Regulation AB as in effect on the date hereof and for which compliance is required as of the date hereof. As used herein, “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter be from time to time provided by the Securities and Exchange Commission (the “Commission”) or by the staff of the Commission, in each case as effective from time to time as of the compliance dates specified therein.

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

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

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

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