Earn-Out Covenants and Agreements Sample Clauses

Earn-Out Covenants and Agreements. Following the Closing Date, none of the Purchaser Parties, EOP, EOC, or any of their respective Affiliates shall willfully and intentionally (a) take any action that causes the termination of the Management Agreements in existence as of the Closing Date prior to expiration of the 2012 Earn-Out Period, excluding any termination by the Purchaser Parties, EOP, EOC or any of their respective Affiliates following a default by the counterparty, or (b) take any action or omit to take any action that results in a material deficiency in the resources or personnel assigned to the Managed Properties as compared to the industry standard of management services provided for the same class of buildings in the markets where the Managed Properties are located, which deficiency results in a demonstrable and material reduction in the revenues received from the management of the Managed Properties prior to the expiration of the 2012 Earn-Out Period or (c) at any time prior to the end of the 2012 Earn-Out Period, take any action that results in a Voluntary reduction in invoice amounts below the approved 2011 budgeted amounts for any particular Managed Property of any salary or administrative cost reimbursements, which have been approved by Owners of the Managed Properties and have been delivered by the Acquired Companies to the Purchaser Parties or any of their respective Affiliates with respect to the provision of any management services pursuant to the Management Agreements (items (b) and (c), collectively, a “Policy Change”). In the event following the Closing there has been a termination of a Management Agreement in violation of clause (a) above or a Policy Change, then, as of the date of such termination or Policy Change, as applicable, all revenues that would have been payable pursuant to the terms of such Management Agreement with respect to the 0000 Xxxx-Xxx Period and/or the 2012 Earn-Out Period, as applicable, shall be included in the calculation of Management Earn-Out Revenues and in the determination of whether any 2011 EOP Revenue Payment, 2012 EOP Revenue Payment, 2011 EOC Revenue Payment and/or 2012 EOC Revenue Payment are payable in accordance with this Section 3.4. Notwithstanding the foregoing, it is acknowledged and agreed that Parent and Partnership, in their discretion, shall be entitled to determine whether to permit any Acquired Company to (A) enter into any new management agreements or leasing agent agreements (other than the Management Agreements) (B) ...
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Related to Earn-Out Covenants and Agreements

  • Post-Closing Covenants and Agreements Buyer and Seller covenant and agree from and after the Closing Date to perform or take the following actions:

  • Performance of Covenants and Agreements The Guarantor hereby agrees to take all lawful action in its power to cause the Tenant duly and punctually to perform all of the covenants and agreements set forth in the Transaction Documents.

  • Pre-Closing Covenants and Agreements The parties hereto covenant and agree to perform or take any and all such actions to effectuate the following from the date hereof until the earlier of the Closing Date or the termination of this Agreement:

  • Special Covenants and Agreements SECTION 5.1. COMPANY TO MAINTAIN ITS CORPORATE EXISTENCE; CONDITIONS UNDER WHICH EXCEPTIONS PERMITTED. The Company agrees that during the term of this Agreement, it will maintain its corporate existence and its good standing in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation unless the acquirer of its assets or the corporation with which it shall consolidate or into which it shall merge shall (i) be a corporation organized under the laws of one of the states of the United States of America, (ii) be qualified to do business in the State, and (iii) assume in writing all of the obligations of the Company under this Agreement and the Tax Agreement. Any transfer of all or substantially all of the Company's generation assets shall not be deemed to constitute a "disposition of all or substantially all of the Company's assets" within the meaning of the preceding paragraph. Any such transfer of the Company's generation assets shall not relieve the Company of any of its obligations under this Agreement. The Company hereby agrees that so long as any of the Bonds are insured by a Bond Insurance Policy issued by the Bond Insurer and the Bond Insurer shall not have failed to comply with its payment obligations under such Policy, in the event of a Reorganization, unless otherwise consented to by the Bond Insurer, the obligations of the Company under, and in respect of, the Bonds, the G&R Notes, the G&R Indenture and the Agreement shall be assumed by, and shall become direct and primary obligations of, a Regulated Utility Company such that at all times the obligor under this Agreement and the obligor on the G&R Notes is a Regulated Utility Company. The Company shall deliver to the Bond Insurer a certificate of the president, any vice president or the treasurer and an opinion of counsel reasonably acceptable to the Bond Insurer stating in each case that such Reorganization complies with the provisions of this paragraph. The Company need not comply with any of the provisions of this Section 5.1 if, at the time of such merger or consolidation, the Bonds will be defeased as provided in Article VIII of the Indenture. The Company need not comply with the provisions of the second paragraph of this Section 5.1 if the Bonds are redeemed as provided in Section 3.01(B)(3) of the Indenture or if the Bond Insurance Policy is terminated as described in Section 3.06 of the Indenture in connection with a purchase of the Bonds by the Company in lieu of their redemption.

  • Covenants and Agreements of the Parties The Parties agree to the following covenants:

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

  • Covenants and Agreements as Independent Agreements Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

  • Additional Covenants and Agreements (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws.

  • COVENANTS AND AGREEMENTS OF BUYER Buyer covenants and agrees with Seller as follows:

  • Covenants and Agreements Performed Buyer shall have performed and complied with all covenants and agreements required by this Agreement, if any, to be performed or complied with by it on or prior to the Closing Date in all material respects.

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