COVENANTS OF THE PARTIES SUBSEQUENT TO THE CLOSING Sample Clauses

COVENANTS OF THE PARTIES SUBSEQUENT TO THE CLOSING. SECTION 13.1. SHELF REGISTRATION OF QUICK & RXXXXX COMMON STOCK; AVAILABILITY OF RULE 144. (a) As promptly as reasonably practicable after the Closing Date (but in no event more than 60 days after the Closing Date), Quick & Rxxxxx shall prepare and file with the Commission a Registration Statement on Form S-3 (or such other registration statement as may hereafter replace or supersede Form S-3) relating to the shares of Quick & Rxxxxx Common Stock issued pursuant to this Agreement and the offer and sale of such shares by the Sole Stockholder or the Escrow Agent from time to time pursuant to Rule 415 (or any successor rule or rule broadening Rule 415) under the Securities Act and in accordance with the methods of distribution set forth therein (which shall be specified in a written notice by Sole Stockholder to Quick & Rxxxxx), which registration statement may be substituted for by one or more subsequent registration statements each relating to the offer and sale by the Sole Stockholder or the Escrow Agent from time to time of the shares of Quick & Rxxxxx Common Stock issued pursuant to the Agreement (as in effect from time to time, the "Shelf Registration Statement"), and Quick & Rxxxxx shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as promptly as practicable. Quick & Rxxxxx shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended for a period (the "Effectiveness Period") following the Closing Date that will terminate at the earlier of the date when: (i) all the shares of Quick & Rxxxxx Common Stock covered by the Shelf Registration Statement are sold or (ii) such shares could be sold pursuant to Rule 144(k) under the Securities Act, as Rule 144(k) may be subsequently amended, supplemented or modified. The Sole Stockholder will provide such cooperation as Quick & Rxxxxx may reasonably request with respect to the preparation of the Shelf Registration Statement. Quick & Rxxxxx shall bear all expenses of preparing and filing the Shelf Registration Statement, and, the Sole Stockholder shall be responsible for the fees and expenses of counsel he may retain in connection therewith and any commissions or discounts upon sale of the shares registered thereby. Quick & Rxxxxx will not become a party to any underwriting agreement related to sales by the Sole Stockholder, but will indemnify the Sole Stockholder for any liabi...
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COVENANTS OF THE PARTIES SUBSEQUENT TO THE CLOSING 
Sample 1

Related to COVENANTS OF THE PARTIES SUBSEQUENT TO THE CLOSING

  • Covenants of the Transaction Entities Each of the Transaction Entities, jointly and severally, covenants with each Underwriter as follows:

  • Affirmative Covenants of the Seller Parties Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, as set forth below:

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

  • 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.

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

  • 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 the Sellers and Master Servicer (a) Countrywide hereby makes the representations and warranties set forth in (i) Schedule II-A, Schedule II-B, Schedule II-C and Schedule II-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, (ii) Schedule III-A hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to all of the Mortgage Loans, and (iii) Schedule III-B hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Countrywide Mortgage Loans. Park Granada hereby makes the representations and warranties set forth in (i) Schedule II-B hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Granada Mortgage Loans. Park Monaco hereby makes the representations and warranties set forth in (i) Schedule II-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Monaco Mortgage Loans. Park Sienna hereby makes the representations and warranties set forth in (i) Schedule II-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-E hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Sienna Mortgage Loans.

  • Covenants of the Company and Purchaser Regarding Indemnification (a) The Company agrees to indemnify, hold harmless, reimburse and defend the Purchasers, the Purchasers’ officers, directors, agents, Affiliates, counsel, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Purchaser or any such person which results, arises out of or is based upon (i) any material misrepresentation by Company or breach of any warranty by Company in this Agreement, or other agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any covenant or undertaking to be performed by the Company hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Representations, Warranties and Covenants of the Seller and Master Servicer (a) The Seller hereby makes the representations and warranties set forth in (i) Schedule II hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Initial Cut-off Date with respect to the Initial Mortgage Loans and as of the related Supplemental Cut-off Date with respect to the Supplemental Mortgage Loans.

  • Negative Covenants of the Seller Parties Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, that:

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