Newco Covenants Sample Clauses

Newco Covenants. NewCo hereby covenants that NewCo will:
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Newco Covenants. Newco covenants to UWS that, without the prior written consent of UWS (1) during the three-period following the Date of Distribution, Newco will not liquidate, merge of consolidate with any other person, (2) during the three-year period following the Date of Distribution, Newco will not sell, refranchise, exchange, distribute or otherwise dispose of its assets or those of any member of the Newco, or close any of its business units or those of any member of the Newco Group, in a manner that would result in any increased Tax liability of the UWS Group or any member thereof, (3) following the Distribution, Newco will not, for a minimum of three years, discontinue the active conduct of the Management Business, (4) Newco will not, nor will it permit any member of the Newco Group to, take any action materially inconsistent with the information and representations furnished to the IRS in connection with the Ruling Request, regardless of whether such information and
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Newco Covenants. During the period from the date of this Agreement until the Effective Time, Newco covenants and agrees as follows:
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Newco Covenants. 23.1 Newco agrees to take all steps necessary on its behalf to implement the terms hereof and the transactions contemplated hereby.
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Newco Covenants 
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Related to Newco Covenants

  • Interim Covenants During the period from the date of this Agreement and continuing until the Closing, the Seller and the Stockholders each agree (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consents in writing) that:

  • Ship Covenants The undertakings in this Clause 21 remain in force throughout the Security Period.

  • Parent Covenants The Parent will:

  • Operating Covenants The Issuer covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to the Portfolio Railcars shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of a Portfolio Railcar for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of a Portfolio Railcar (other than seizure or confiscation arising from a breach by the Issuer of such covenant) (each, a “Third Party Event”), so long as (i) none of the Issuer, the Servicer or the Administrator has consented to such Third Party Event; and (ii) the Issuer (or the Servicer on its behalf) as the Lessor of such Portfolio Railcar promptly and diligently takes such commercially reasonable actions as a leading railcar operating lessor would reasonably take in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Portfolio Railcar is located or operated), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Portfolio Railcar:

  • Seller Covenants Seller covenants and agrees as follows:

  • Continuing Covenants Each Party agrees (i) not to take any action reasonably expected to result in a new or changed Tax Item that is detrimental to any other Party and (ii) to take any action reasonably requested by any other Party that would reasonably be expected to result in a new or changed Tax Item that produces a benefit or avoids a detriment to such other Party; provided that such action does not result in any additional cost not fully compensated for by the requesting Party. The Parties hereby acknowledge that the preceding sentence is not intended to limit, and therefore shall not apply to, the rights of the Parties with respect to matters otherwise covered by this Agreement.

  • Buyer Covenants The Buyer covenants as follows:

  • Purchaser Covenants Purchaser shall have performed and complied in all material respects with all agreements and covenants required to be performed and complied with by Purchaser under this Agreement at or prior to the Closing Date; and

  • Joint Covenants Buyer and Seller hereby covenant and agree that between the date hereof and Closing:

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

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