OBLIGATIONS AND COVENANTS OF Sample Clauses

OBLIGATIONS AND COVENANTS OF. THE APPLICANT SHALL:
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OBLIGATIONS AND COVENANTS OF. FBL AND THE SELLER 9 Section 6.01 Best Efforts 9 Section 6.02 Confidentiality 9 Section 6.03 Compliance with Transfer Requirements 10 Section 6.04 Untrue Representations 10 ARTICLE VII. OBLIGATIONS AND COVENANTS OF THE PURCHASER 10 Section 7.01 Best Efforts 10 Section 7.02 Confidentiality 10 Section 7.03 Untrue Representations 10 Section 7.04 Relocated Offices 10 ARTICLE VIII. SURVIVAL OF REPRESENTATIONS, WARRANTIES, AGREEMENT AND OBLIGATIONS; INDEMNIFICATION 11 Section 8.01 Survival 11 Section 8.02 Indemnification by FBL and the Seller 11 Section 8.03 Indemnification by the Purchaser 12 Section 8.04 Control of Litigation 12 ARTICLE IX. TERMINATION AND ABANDONMENT 14 Section 9.01 Right of Termination 14 Section 9.02 Notice of Termination 14 Section 9.03 Effect of Termination 15 ARTICLE X. MISCELLANEOUS 15 Section 10.01 Notices 15 Section 10.02 Entire Agreement 16 Section 10.03 Governing Law 16 Section 10.04 Severability 16 Section 10.05 Attorneys’ Fees and Costs 16 Section 10.06 Specific Performance 17 Section 10.07 Multiple Counterparts 17 Section 10.08 Rules of Construction 17 Section 10.09 Commissions 17 Section 10.10 Binding Agreement; No Assignment 17 Section 10.11 Time is Of the Essence 17 Section 10.12 Publicity 17 Section 10.13 No Third-Party Beneficiaries 18 Section 10.14 Expenses 18 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 6th day of April 2007, by and between OMNI NATIONAL BANK, a national banking association (the “Purchaser”) and FIRST BANK LUBBOCK BANCSHARES, INC., a Texas corporation (“FBL”) and OUTSOURCE DELAWARE CAPITAL GROUP, INC., a Delaware Corporation and wholly-owned subsidiary of FBL (“Seller”).

Related to OBLIGATIONS AND COVENANTS OF

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be “conditions” as well as “covenants” as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

  • Representations and Covenants of the Trust A. The Trust hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Representations and Covenants of the Company The Company makes the following representations and covenants in order to induce the Agency to proceed with the Project:

  • Representations and Covenants of the Holder This Warrant has been entered into by the Company in reliance upon the following representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms:

  • Agreements and Covenants of the Company The Company hereby agrees and covenants to:

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

  • Warranties and Covenants In addition to the representations, warranties and covenants contained in this Agreement, the Seller hereby represents, warrants and covenants to the Issuer as follows on the Closing Date:

  • Certain Representations and Covenants Each Member and its Permitted Transferee represents and covenants to the Company and the other Members as follows:

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