MISCELLANEOUS COVENANTS AND OTHER PROVISIONS Sample Clauses

MISCELLANEOUS COVENANTS AND OTHER PROVISIONS. 9.1 Access to Records................................ 50 ----------------- 9.2 Xxxx-Xxxxx-Xxxxxx Filings........................ 50 ------------------------- 9.3 Expenses......................................... 51 -------- 9.4 Public Announcements............................. 51 -------------------- 9.5 Further Assurances............................... 51 ------------------ 9.6 Descriptive Headings, Schedules and Exhibits..... 51 -------------------------------------------- 9.7 Counterparts..................................... 52 ------------ 9.8 Notices.......................................... 52 ------- 9.9 Successors and Assigns........................... 53 ---------------------- 9.10 Law Applicable................................... 53 -------------- 9.11 Entire Agreement................................. 54 ---------------- Schedule 1.2 - Working Capital Adjustment Schedule 1.2(a) - Working Capital Calculation Example Schedule 2.1(b) - Non-Contravention Schedule 2.1(d) - Litigation Schedule 2.1(e) - Material Contracts Schedule 2.1(g) - Employee Benefit Plans Schedule 2.1(h) - Labor and Employment Matters Schedule 2.1(i) - Environmental and Safety Matters Schedule 2.1(k) - Intellectual Property Schedule 2.1(o) - Tax Matters Schedule 2.1(r) - Subsidiaries Schedule 2.1(s) - Undisclosed Liabilities Schedule 2.2(f) - Commitment Letters Schedule 4.1(l) - Employment Agreements Schedule 6.2(a)(iv) - Lease Consents and Indemnifications Schedule 6.2(a)(v) - Litigation Matters EXHIBITS Exhibit - A Plan of Merger Exhibit - B Junior Subordinated Notes Exhibit - C Tax Agreement Exhibit - D Mattress Supply Agreement Exhibit - E Advertising Agreement Exhibit - F Indemnity Agreement Exhibit - G Opinion of McGuire, Woods, Battle & Xxxxxx LLP Exhibit - H Opinion of Xxxxxxxx & Xxxxx Exhibit - I Terms of Stockholders Agreement TRANSACTION AGREEMENT THIS AGREEMENT ("Agreement") made as of the ___ day of May, 1999, by and among Xxxxxx-Xxxxxx Company, a Virginia corporation ("Seller"), Xxxxxx-Xxxxxx Associates, Inc., a Virginia corporation ("Oldco"), and MD Acquisition Corporation, a Virginia corporation ("Buyer"), provides: RECITALS -------- A. Seller owns all of the issued and outstanding shares of common stock of Oldco ("Oldco Shares"). B. Seller owns all of the issued and outstanding shares (the "Shares") of common stock of Mattress Discounters Corporation, a Delaware corporation ("Mattress Discounters"), T.J.B., Inc., a Maryland corporation ("TJB") and The Bedding Exp...
Sample 1
AutoNDA by SimpleDocs
MISCELLANEOUS COVENANTS AND OTHER PROVISIONS. 10.1 Taxes and Prorations. Buyers will be responsible for the payment of any state, Commonwealth, county, city or other local use, transfer or recording taxes, title examinations fees or any other similar taxes or fees applicable to the sale of the Assets provided; however, that Sellers shall pay for the cost of the stamps to be canceled in the originals of the deeds of conveyance of the Real Property and in the originals and the certified copies of any deeds canceling any liens (other than the Permitted Liens) encumbering any of said properties, as well as the recording expenses of such deeds of cancellation of liens (other than the Permitted Liens). All current real property taxes attributable (whether paid or assessed) to the Assets, the Stores, the Warehouses, the Distribution Center, the Other Warehouses, the Real Property, the Office, the Manufacturing Facility and all payments due under any service or maintenance contracts affecting the Assets, the Stores, the Warehouses, the Distribution Center, the Other Warehouses, the Real Property, the Office and the Manufacturing Facility which are expressly assumed by Buyers hereunder, if any, shall be prorated as of the Closing Date on a per diem basis. Buyers shall pay on or before the date the same become due, all municipal license taxes due and payable in connection with the operation of the Business (i.e. municipal license taxes for the fiscal year commencing on July 1, 2000 and ending June 30, 2001). Buyers shall credit the purchase price of the Assets with the sum of the prepaid pro-rata portion of the municipal license taxes for the 1999-2000. Sellers shall be solely responsible for any and all taxes imposed as a result of the sale of the Assets. All obligations under contracts listed on Schedule 1.4(d) shall be prorated as of the Closing Date on a per diem basis. All rents and other charges under the Assigned Leases shall be prorated as of the Closing Date. Sellers shall timely notify all providers of utility services to the Stores, the Warehouses, the Distribution Center, the Other Warehouses, the Office, and the Manufacturing Facility to read the applicable meters as of the Closing Date so as to determine the proper charges to be assessed to Sellers and Buyers, respectively, for utility services provided thereto before and after Closing; provided, however, that if the meters are not so read, then such utilities charges shall also be prorated on a per diem basis. Real estate taxes not presently asse...
Sample 1

Related to MISCELLANEOUS COVENANTS AND OTHER PROVISIONS

  • DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  • Other Covenants and Agreements (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (b) (Confidentiality; Public Announcements) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder acknowledges and agrees that Parent and the other Parent Parties are entering into the Merger Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub would not have entered into or agreed to consummate the transactions contemplated by the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

  • Termination and Other Remedies a. If Registered User breaches the provisions in this Agreement or otherwise uses data or information improperly as deemed by Clerk, the Clerk has the right to terminate this Agreement immediately and pursue any other remedy available at law or in equity. b. This Agreement will be terminated immediately if funding is withdrawn for any reason. Registered User acknowledges that the Clerk has no control over appropriations that may be provided by any governmental entity for the continuation of the services under this Agreement.

  • Payments Fees and Other General Provisions Section 3.1.

  • Definitions and Other Provisions of General Application SECTION 101.

  • Financial and Other Covenants Borrower shall at all times comply with the financial and other covenants set forth in the Schedule.

  • Limitation on Liability of Seller and Others Seller and any director, officer, employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

  • Non-Performance of Other Covenants and Obligations Any Obligor shall default in the due performance and observance of any other agreement contained herein or in any other Loan Document executed by it, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!