COVENANTS OF SELLER AND THE SHAREHOLDERS Sample Clauses

COVENANTS OF SELLER AND THE SHAREHOLDERS. Seller and Shareholders jointly and severally covenant and agree with Buyer as follows:
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COVENANTS OF SELLER AND THE SHAREHOLDERS. 28 6.1 Access to Information and Records................................................................................. 28 6.2 Conduct of Business Pending the Closing........................................................................... 28 6.3
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COVENANTS OF SELLER AND THE SHAREHOLDERS. 30 6.01 Conduct of the Business.......................................30 6.02
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COVENANTS OF SELLER AND THE SHAREHOLDERS. 27 6.1 Access to Books and Records After Closing 27 6.2 Operation of Business 27 6.3 Preservation of Business 29 6.4 Insurance and Maintenance of Property 29 6.5 Compliance with Laws 29 6.6 Reserved 29 6.7 Fulfill Conditions 29 6.8 Employees 29 6.9 Release of Security Interests 30 6.10 Change of Corporate Name 30 6.11 Documents Executed by Seller 30 6.12 Other Deliveries of Seller 30 6.13 Documents Executed by the Shareholders 31 6.14 Collection of the Receivables 31 6.15 Transfer Taxes 31 6.16 Access to Information and Documents 31 ARTICLE VIA - ENVIRONMENTAL COVENANTS 32 ENVIRONMENTAL COVENANTS OF SELLER AND THE SHAREHOLDERS 32 6A.1 Connecticut Transfer Act 32 6A.2 Comprehensive Environmental Response, Compensation, and Liability Information System 32 6A.2A Seller's and Shareholders' Remediation Rights 33 6A.3 Known Environmental Issues 33 6A.4 Pre-Closing Environmental Issues 33 6A.5 Shareholders' Cooperation with Buyer 33 6A.6 Covenant Not to Sue; Xxmfort Letter 34 6A.7 Termination of Shareholders' and Seller's Obligations 34 ENVIRONMENTAL COVENANTS OF BUYER 34
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COVENANTS OF SELLER AND THE SHAREHOLDERS. Seller and the Shareholders hereby covenant and agree that they shall (a) use commercially reasonable efforts to cause all of their representations and warranties set forth in this Agreement to be true on and as of the Closing Date; (b) use commercially reasonable efforts to cause all of their obligations that are to be fulfilled on or prior to the Closing Date to be so fulfilled; (c) use commercially reasonable efforts to cause all conditions to the Closing set forth in this Agreement to be satisfied on or prior to the Closing Date; (d) deliver to Purchaser at the Closing the certificates, updated lists, notices, agreements, leases, transfer documents, receipts, and amendments contemplated by Article 10 (with such additions or exceptions to such items as are necessary to make the statements set forth in such items accurate, provided that if any of such additions or exceptions cause any of the conditions to Purchaser's obligations hereunder as set forth in Article 10 not to be fulfilled, such additions and exceptions shall in no way limit the rights of Purchaser under Articles 10 and 18 to terminate this Agreement or refuse to consummate the transactions contemplated by this Agreement); (e) make best efforts to deliver consents, authorizations and approvals; and (f) use their best efforts, including negotiating in good faith with Peterbilt, PACCAR Leasing and PACCAR, participating with Purchaser, at Purchaser's expense, in bringing or joining appropriate litigation against Peterbilt, PACCAR Leasing and PACCAR and in defending any litigation brought by Peterbilt, PACCAR Leasing and PACCAR, in order to allow Purchaser to obtain executed dealer sales and service agreements and ancillary or related agreements for each of the Dealership Locations.
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COVENANTS OF SELLER AND THE SHAREHOLDERS. Seller and the Shareholders, jointly and severally, agree that between the date hereof and the Closing Date:
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COVENANTS OF SELLER AND THE SHAREHOLDERS. Until the Closing Date, except as otherwise consented to or approved by Buyer or Parent in writing, Seller and the Shareholders agree that they shall act, or refrain from acting where required hereinafter, to comply (and in the case of the Shareholders, to cause Seller to comply) with the following:
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COVENANTS OF SELLER AND THE SHAREHOLDERS. Seller and the Shareholders jointly and severally agree that between the date hereof and the Closing:
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COVENANTS OF SELLER AND THE SHAREHOLDERS 
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Related to COVENANTS OF SELLER AND THE SHAREHOLDERS

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

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

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

  • Covenants of Sellers Sellers covenant and agree as follows:

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

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Covenants of the Selling Shareholders Each Selling Shareholder, in addition to its other agreements and obligations hereunder, severally and not jointly, covenants with each Underwriter as follows: (a) Such Selling Shareholder agrees that (i) it will not prepare, or have prepared on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act), and (ii) it will not distribute any written materials in connection with the offer or sale of the Shares. (b) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (c) During the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Selling Shareholder will advise the Underwriters promptly, and will confirm such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (d) Such Selling Shareholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (e) Each of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (f) Each of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory to the Underwriters.

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

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • COVENANTS OF PARENT AND THE COMPANY The parties hereto agree that:

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