COVENANTS OF THE SELL-SIDE COMPANIES Sample Clauses

COVENANTS OF THE SELL-SIDE COMPANIES. 5.1 BEST EFFORTS; GOOD FAITH. Subject to the terms and conditions herein provided and to
Sample 1
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COVENANTS OF THE SELL-SIDE COMPANIES. 5.1 BEST EFFORTS; GOOD FAITH. Subject to the terms and conditions herein provided and to applicable fiduciary duties, each of Seller, Claremont and Sales agrees to use its best efforts to take or cause to be taken all such actions necessary, proper or advisable under applicable laws and regulations to satisfy the conditions set forth in Article VII and to consummate the transactions contemplated by this Agreement (whether before or after the Closing), including the prompt execution and delivery of such other certificates, agreements, consents, governmental licenses and permits and other documents and the taking of such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement (including any necessary to ensure the accuracy of Section 3.11(d)) and including the filing or recording, as soon as possible following the Closing, of certificates, financing statements, agreements and other documents with the appropriate governmental authorities and other Persons necessary to effect the transactions contemplated by this Agreement. Seller shall use reasonable efforts to assist Buyer in the preparation of the applications for all licenses and permits necessary for the post-Closing operation of Sales, Claremont and the Claremont Subsidiaries, and in the securing of such licenses and permits. Seller agrees to use its best efforts to obtain fair-market-value renewal options to lease through December 31, 2014 any and all real properties leased by Sales, Claremont or any of the Claremont Subsidiaries for use as restaurants at the date hereof. Seller agrees to notify Buyer immediately of any event or circumstance that occurs that reasonably could be expected to result in a Material Adverse Effect on Claremont and Sales (considered as one enterprise) or that might result in Seller's failure to effect the Closing or a delay in respect thereof. Seller also agrees to notify Buyer immediately of the receipt by Seller or by any of Seller's representatives of an offer or proposal made by any Person other than Buyer relating to any merger, reorganization, consolidation, share exchange, recapitalization, business combination, liquidation, dissolution or other similar transaction of or with Claremont, Sales or any Claremont Subsidiary, or any sale, lease, exchange, transfer or other disposition of all or any significant portion of the assets of Claremont, Sales or any Claremont Subsidiary or any o...
Sample 1

Related to COVENANTS OF THE SELL-SIDE COMPANIES

  • Covenants of the Sellers Each Seller, severally and not jointly, covenants with each Underwriter as follows:

  • Covenants of the Seller The Seller covenants with the Purchaser as follows:

  • Covenants of the Sponsor The Sponsor agrees and covenants for the benefit of each Certificateholder, the Note Insurer and the Owner Trustee, during the term of this Agreement, and to the fullest extent permitted by applicable law, that:

  • Covenants of the Companies Each of the Companies covenants with the Underwriters 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 Servicer At all times from the Closing Date until the Final Payout Date:

  • 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:

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

  • Covenants of the Selling Stockholders Each Selling Stockholder, severally and not jointly, covenants with each Underwriter as follows:

  • Covenants of the Subadviser (a) Subadviser will promptly notify the Trust and Manager in writing of the occurrence of any event which could have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation:

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