Further Covenants and Agreements of Shareholder and Sellers Sample Clauses

Further Covenants and Agreements of Shareholder and Sellers. 32 (a) Conduct of Business Pending Closing 32 (b) Access to the Business 34 (c) Corporate Name 34 (d) Changes in Representations and Warranties 34 (e) Further Assurances 34 (f) No Mergers, Consolidations, Sales of Assets, Etc. of any Seller 35 (g) Minimum Net Worth of Shareholder 35 (h) Financial Statements 36 (i) Taxes 36 (j) Telephone and Facsimile Numbers 36 (k) Revised Exhibits Listing Assigned Agreements, Inventory, Receivables and Fixed Assets 36 (l) Certain Rights Under Indemnity Agreement 37 (m) Sale of Fixed Assets at Other Sites 37 Section 8.02 Consents to Assignments; Permits 37 Section 8.03 Survival of Representations, Warranties, Etc. 38 Section 8.04 Allocations of Purchase Price 40 Section 8.05 Resolution of Disputes 41 Section 8.06 Inspection of Records 41 Section 8.07 Non-Competition; Non-Solicitation 42 Section 8.08 Shareholder Guarantees 45 Section 8.09 Mutual Cooperation 45 Section 8.10 Collection of Receivables 45 Section 8.11 Seller Employee Benefits and Employment 46 Section 8.12 Ingram Micro Inc. Agreement 47 Secxxxx 0.13 Obligation to Transfer all Account Knowledge 48 Section 8.14 XLC Common Customers 48 Section 8.15 XLConnect Service Agreement 48 ARTICLE IX Miscellaneous 49 Section 9.01 Expenses 49 Section 9.02 Termination of Agreement 49 Section 9.03 Effect of Termination 50 Section 9.04 Benefit; Assignment 50 Section 9.05 Governing Law 50 Section 9.06 Breach; Failure of Condition 50 Section 9.07 Notices, Etc. 51 Section 9.08 Headings 52 Section 9.09 Counterparts 52 Section 9.10 Entire Agreement 52 Section 9.11 Waiver; Amendment; Modification 52 Section 9.12 Severability 53 Section 9.13 Press Releases 53 Section 9.14 HSR Filing 53 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, dated July 1, 1997 (this "Agreement") is by and among GE Capital Information Technology Solutions Acquisition Corp., a Delaware corporation ("Buyer"), The Future Now, Inc., an Ohio corporation, XLSource, Inc., an Arkansas corporation, E-C Computer Technical Services, Inc., a Texas corporation, RCK Computers, Inc., a Texas corporation (The Future Now, Inc., XLSource, Inc., E-C Computer Technical Services, Inc. and RCK Computers, Inc. are each a "Seller" and, collectively, the "Sellers") and Intelligent Electronics, Inc., a Pennsylvania corporation and, directly or indirectly, the sole shareholder of Sellers ("Shareholder").
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Further Covenants and Agreements of Shareholder and Sellers. Shareholder and Sellers agree that:
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Related to Further Covenants and Agreements of Shareholder and Sellers

  • Other Covenants and Agreements The Company or, to the extent required hereunder, any Subsidiary should fail to perform or comply with any other covenant or agreement contained herein or in any other Loan Document or shall use the proceeds of any loan for an unauthorized purpose.

  • 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:

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

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

  • 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.

  • Representations, Warranties, Covenants and Agreements of the Debtors Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Parties as follows:

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

  • Survival of Covenants and Agreements The covenants and agreements of the parties to be performed after the Effective Time contained in this Agreement shall survive the Effective Time.

  • Covenants and Agreements of the Company The Company further covenants and agrees with the Placement Agent as follows:

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