Covenants of Transferee. 16 8.1. Maintenance of, and Access to, Records............................16 8.2. Closing...........................................................16
Covenants of Transferee. (a) Transferee will, from time to time after the Closing Date when applicable, cooperate with Transferor, and execute and deliver to Transferor, any subordination, intercreditor or other similar agreement that is required by Transferor or any of its Subsidiaries or by any of Transferor’s or such Subsidiary’s third-party lenders or creditors.
(b) Transferee acknowledges that the covenants contained in this Section 5.2 are reasonable and necessary to protect the legitimate interests of Transferor and constitute a material inducement to Transferor to enter into this Agreement and consummate the transactions contemplated hereby.
Covenants of Transferee. 8.1 Maintenance of, and Access to, Records. From and after the Closing, Transferee shall, whenever reasonably requested by Transferor, permit Transferor to have access to such Business Records turned over to Transferee pursuant to this Agreement as may be required by Transferor in connection with any audit or investigation by any Governmental Authority, or any matter relating to insurance coverage or third party Claims, in each such case to the extent relating to the operation of the Business at the Facilities by Transferor prior to the Closing. Transferee shall preserve and maintain the records relating to the Business that is conducted at the Facilities which are part of the Acquired Assets for at least three years after the Closing Date.
Covenants of Transferee. Transferee covenants and agrees with Transferor that, at all times from and after the date hereof until the Termination Date, Transferee will comply with all covenants and provisions of this Article VI, except to the extent Transferor may otherwise consent in writing.
Covenants of Transferee. Transferee covenants and agrees as follows:
Covenants of Transferee. [Transferee] covenants and agrees, with respect to itself only, as follows:
Covenants of Transferee. Transferee hereby acknowledges that the Conservator has made no representations or warranties regarding the Pro Rata Interest referred to herein.
Covenants of Transferee. Transferee covenants as follows:
(a) Transferee shall exercise commercially reasonable diligence in obtaining financing of approximately $2.1 million to permit Transferee to exercise the Option, obtain the Property and make the payments provided for in the Note.
(b) Transferee shall immediately upon exercise of the Option:
(i) enter into Deed which, among other things, provides for a 9% overriding royalty interest on the Property payable to Transferor and its assigns;
(ii) enter into a mortgage in the form attached hereto as Exhibit C which shall secure the obligation to pay the Note and which shall be senior to all other mortgages on the Property; and
(iii) enter into the Deed which, among other things, provides for the Retained Property to be titled in the name of the Transferor.
Covenants of Transferee. 6 5.1. Standstill Provisions . . . . . . . . . . . . . . . . . . . . . 6 5.2. Transfers; Tender Offers; Suspension of Transfers . . . . . . . 9
Covenants of Transferee. During the period from the date of this Agreement to the Effective Time or the Closing, as the case may be, except as specifically contemplated by this Agreement or as otherwise approved in writing by ATI:
