COVENANTS OF THE PURCHASER AND THE VENDOR Sample Clauses

COVENANTS OF THE PURCHASER AND THE VENDOR. 6.1 The Purchaser covenants with the Vendor that up to and including the Closing or the termination of this Agreement: (a) it will provide the Company and the Vendor with full and complete access to its books, records, financial statements, and other documents, articles of incorporation, by-laws, minutes of its board of directors and its committees, investment agreements, material contracts, as well as such other documents and materials as the Company and the Vendor or their legal counsel may deem reasonable and necessary to conduct an adequate due diligence investigation of the Purchaser, its operations and financial condition prior to the Closing; (b) it will use all reasonable efforts to obtain all consents, approvals or waivers that may be necessary or desirable in connection with the transactions contemplated hereby, and execute and deliver all such further documents and assurances and take such steps or measures as may be reasonably appropriate to enable it to be able to satisfy its obligations hereunder and put itself in a position where the transactions contemplated hereby can be closed; and 6.2 The Vendor covenants with the Purchaser that up to and including the Closing or the termination of this Agreement: (a) it will provide the Purchaser with full and complete access to the Company's books, records, financial statements, and other document, memorandum, articles, minutes of its board of directors and its committees, investment agreements, material contracts, as well as such other documents and materials as the Purchaser or its legal counsel may deem reasonable and necessary to conduct an adequate due diligence investigation of the Company, its operations and financial condition prior to the Closing; (b) it will use all reasonable efforts to obtain all consents, approvals or waivers that may be necessary or desirable in connection with the transactions contemplated hereby, and execute and deliver all such further documents and assurances and take such steps or measures as may be reasonably appropriate to enable them to be able to satisfy their obligations hereunder and put themselves in a position where the transactions contemplated hereby can be closed, and
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COVENANTS OF THE PURCHASER AND THE VENDOR. 8.1 Access to Information; Confidentiality. (a) From the date of the Acquisition Agreement to the Closing Date, to the extent it is required for the purposes of the preparation of the Proxy Statement and the Registration Statement, the Purchaser shall (and shall cause its officers, directors, employees, auditors and agents to) afford the officers, employees and agents of the Vendor (the "Vendor's Representatives") reasonable access at all reasonable times to its officers, employees, agents, properties, offices, plants and other facilities, books and records and shall furnish the Vendor's Representatives with all financial, operating and other data and information as may be reasonably requested. (b) From the date of the Acquisition Agreement to the Closing Date, to the extent it is required for the purposes of the preparation of the Proxy Statement and the Registration Statement, the Vendor shall (and shall cause the Corporation and its Subsidiaries and their officers, directors, employees, auditors and agents to) afford the officers, employees and agents of the Purchaser (the "Purchaser's Representatives") reasonable access at all reasonable times to its officers, employees, agents, properties, offices, plants and other facilities, books and records of the Corporation and its Subsidiaries and shall furnish the Purchaser's Representatives with all financial, operating and other data and information relating to the Corporation and its Subsidiaries as may be reasonably requested. (c) The Purchaser shall furnish to the Vendor as promptly as practicable at each of the Purchaser's Financial Period Ends occurring from the date of the Acquisition Agreement to the Closing Date, a complete, internally prepared financial statements package (which shall include an income statement, balance sheet and statement of cash flows) for that particular Purchaser's Financial Period End as well as the standard weekly management reports prepared by the Purchaser (substantially in the form presented to the Vendor prior to the execution of this Agreement). The Vendor shall furnish to the Purchaser as promptly as practicable at each of the Vendor's Financial Period Ends occurring from the date of the Acquisition Agreement to the Closing Date, a complete, internally prepared financial statements package (which shall include an income statement, balance sheet and statement of cash flows) for that particular Vendor's Financial Period End. (d) All information obtained by the Purchaser o...
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COVENANTS OF THE PURCHASER AND THE VENDOR. 5.1 Purchaser's Covenants - The Purchaser covenants with the Vendor that: (a) it will use all reasonable efforts to forthwith obtain all consents, approvals, releases, assurances, or waivers that may be necessary or desirable in connection with the transactions contemplated hereby; (b) up to and including the Closing or the termination of this Agreement, thePurchaser will not, without the written consent of the Vendor: (i) declare or pay any dividend, or make any distribution of its properties or assets ofits shareholders, or purchase or retire any of' its shares; (ii) allot or issue, or enter into any agreement for the allotment or issuance of, or grant anyother rights to acquire, shares in its capital stock or securities, convertible intoexchangeable for, or which otherwise carry the right to acquire, directly or indirectly, any shares in its capital; (iii) sell all or any material part of its assets, or agree to do or perform any act or enter into any transaction or negotiation which could reasonably he expected to interfere with or be contemplated by this Agreement, or which would render inaccurate any of the representations and warranties set forth in section 3 of this Agreement; or (iv) merge, amalgamate or consolidate into or with any entity. or enter into any other corporate reorganization; provided however that the provisions hereof shall not preclude either of the parties hereto, pending the Closing or the termination of this Agreement, whichever shall first occur, from carrying on their respective business in the normal course thereof; (c) it will disclose and provide to designated representatives of the Vendor copies of all of its material contracts, as soon as practicable; and
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COVENANTS OF THE PURCHASER AND THE VENDOR 
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Related to COVENANTS OF THE PURCHASER AND THE VENDOR

  • 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 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. (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 BUYER AND SELLER Buyer and Seller agree that:

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

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

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

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

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

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