Covenants of Sellers and Helix Sample Clauses

Covenants of Sellers and Helix. 30 Section 5.01 Conduct of the Acquired Companies. 30 Section 5.02 Equity Holders’ Approvals. 32 Section 5.03 No Solicitation; Other Offers. 33 Section 5.04 Access to Information. 33 Section 5.05 Notice of Certain Events. 34 Section 5.06 Payoff Letters; Invoices; and Lien Releases. 34 Section 5.07 Financial Statements. 34 Section 5.08 Fairness Opinion 35 ARTICLE 6. Additional Covenants of the Parties 35 Section 6.01 Appropriate Action; Consents. 35 Section 6.02 Board Representation. 35 Section 6.03 Confidentiality; Public Announcements. 36 Section 6.04 Indemnification of Officers and Directors. 36 Section 6.05 Power of Attorney to Vote Helix Equity Securities. 36 Section 6.06 Preservation of Records. 36 Section 6.07 Operating Expenses 36 ARTICLE 7. Tax Matters 37 Section 7.01 Tax Periods Ending on or before the Closing Date. 37 Section 7.02 Straddle Periods. 37 Section 7.03 Cooperation on Tax Matters. 38 Section 7.04 Contest Provisions. 38 Section 7.05 Characterization of Payments. 38 Section 7.06 Transfer Taxes. 38
Sample 1
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Covenants of Sellers and Helix. Section 5.01 Conduct of the Acquired Companies. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms (such period being hereinafter referred to as the “Interim Period”), Sellers shall, and shall cause each Acquired Company to, conduct their Business in the ordinary course consistent with past practice and use commercially reasonable efforts to (i) preserve intact the present business organization of the Acquired Companies, (ii) maintain in effect all foreign, federal, state and local Permits of the Acquired Companies, (iii) keep available the services of officers and key employees of the Acquired Companies, and (iv) maintain satisfactory relationships with the customers, lenders and suppliers of the Acquired Companies and others having material business relationships with them. Without limiting the generality of the foregoing, except (1) as set forth on Schedule 5.01, (2) as expressly permitted or contemplated by this Agreement or (3) pursuant to the written consent of Purchaser (such consent not to be unreasonably withheld or delayed), during the Interim Period, Seller shall cause each Acquired Company not to:
Sample 1

Related to Covenants of Sellers and Helix

  • Covenants of Sellers Sellers agree that:

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

  • COVENANTS OF SELLER AND BUYER Seller and Buyer each covenant with the other as follows:

  • Covenants of Seller Prior to Closing Between the date of this Agreement and the Closing:

  • PRE-CLOSING COVENANTS OF SELLER Seller hereby covenants and agrees that, between the date hereof and the Closing, it will comply with the provisions of this Article IV, except to the extent Purchaser may otherwise consent in writing.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER 4.1 To induce Purchaser to enter into this Agreement, Seller hereby makes for the benefit of Purchaser and its assigns with respect to each Mortgage Loan as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto, except as otherwise set forth on Schedule 2-A attached to such Exhibit 2. In addition, Seller hereby further represents, warrants and covenants to Purchaser as of the date hereof as follows:

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

  • Negative Covenants of Seller On and as of the date hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, Seller shall not without the prior written consent of Buyer:

  • Affirmative Covenants of Seller On and as of the date hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, Seller covenants that:

  • Representations, Warranties and Covenants of Sellers Sellers hereby represent, warrant, and covenant to Buyer as follows:

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