Pooling Covenants and Representations Sample Clauses

Pooling Covenants and Representations. Each Stockholder hereby agrees and represents to JPFI that such Stockholder will not sell, transfer or otherwise dispose of any securities of Rykoff or of any shares of JPFI Common Stock received by such Stockholder in the Merger or other shares of capital stock of JPFI during the period beginning 30 days prior to the Effective Time and ending at such time as results covering at least 30 days of combined operations of Rykoff and JPFI have been published by JPFI, in the form of a quarterly earnings report, an effective registration statement filed with the SEC, a report to the SEC on Form 10-K, 10-Q or 8-K, or any other public filing or announcement which includes the combined results of operations, except for transfers or other dispositions that, taking into account the actions of other affiliates of Rykoff, will not prevent JPFI from accounting for the Merger as a pooling of interests.
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Pooling Covenants and Representations. In addition to, and not in lieu of, the other covenants and representations set forth herein, each Stockholder that is an "affiliate" of the Company hereby agrees and represents to Teleglobe that from and after the date hereof, such Stockholder will not, and will not permit any of its wholly owned Affiliates to, sell, pledge, transfer or otherwise dispose of, or hedge or otherwise reduce its risk with respect to, any Shares (whether owned as of the date hereof or hereafter acquired) or any Teleglobe Common Shares received by such Stockholder in the Merger or other shares of capital stock of Teleglobe, from the 30th day prior to the Effective Time to such time as results covering at least 30 days of combined operations of the Company and Teleglobe have been published by Teleglobe in the form of a quarterly earnings report, an effective registration statement filed with the SEC, a report to the SEC on Form 6-K or any other public filing or announcement which includes the combined results of operations of Teleglobe and Excel, except for transfers or other dispositions that, in the reasonable opinion of Excel's or Teleglobe's independent accountants, will not prevent Teleglobe from accounting for the Merger as a pooling of interests, taking into account the actions of other wholly owned Affiliates of the Company, Teleglobe or the Stockholders.
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Pooling Covenants and Representations. In addition to, and not in lieu of, the other covenants and representations set forth herein, each Stockholder hereby agrees and represents to Parent that:
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Pooling Covenants and Representations. Each AVS Affiliate, severally and not jointly, hereby agrees with and covenants to MUSE and the Company that:
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Pooling Covenants and Representations. In addition to, and not in lieu of, the other covenants and representations set forth herein, the Shareholder that is an "affiliate" (as such term is defined in Rule 405 under the Securities Act) of the Corporation hereby agrees and represents to Excel that from and after the date hereof, such Shareholder will not, and will not permit any of its Affiliates to, sell, pledge Shares as collateral for a non-recourse loan (or for any recourse loan the effect of which would cause the loss of pooling of interests accounting treatment for the Merger), transfer, or otherwise dispose of, or hedge or otherwise reduce its risk with respect to, any Shares (whether owned as of the date hereof or thereafter acquired) or other shares of the capital stock of the Corporation, from the 30th day prior to the Effective Time to such time as results covering at least 30 days of combined operations of the Corporation and Excel have been published by the Corporation in the form of a quarterly earnings report, an effective registration statement filed with the SEC, a report to the SEC on Form 6-K or any other public filing or announcement which includes the combined results of operations, except for transfers or other dispositions that, in that reasonable opinion of Excel's or the Corporation's independent accountants, will not prevent the Corporation from accounting for the Merger as a pooling of interests, taking into account the actions of other Affiliates of the Corporation, Excel or the Shareholder.
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Pooling Covenants and Representations. In addition to, and not in lieu of, the other covenants and representations set forth herein, if the Shareholder is an "affiliate" (as such term is defined in Rule 405 under the Securities Act) of the Corporation, it hereby agrees and represents to Excel that from and after the date hereof, such Shareholder will not, and will not permit any of its wholly-owned Affiliates to, sell, pledge, transfer, or otherwise dispose of, or hedge or otherwise reduce its risk with respect to, any Shares (whether owned as of the date hereof or thereafter acquired) or other shares of the capital stock of the Corporation, from the 30th day prior to the Effective Time to such time as results covering at least 30 days of combined operations of the Corporation and Excel have been published by the Corporation in the form of a quarterly earnings report, an effective registration statement filed with the SEC, a report to the SEC on Form 6-K or any other public filing or announcement which includes the combined results of operations, except for transfers or other dispositions that, in that reasonable opinion of Excel's or the Corporation's independent accountants, will not prevent the Corporation from accounting for the Merger as a pooling of interests, taking into account the actions of other Affiliates of the Corporation, Excel or the Shareholder.
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Pooling Covenants and Representations. (i) During the period from the execution hereof until 30 days prior to the Effective Time, without the consent of Digital (which shall not be unreasonably withheld) such ViewStar Shareholder will not sell, transfer or otherwise dispose of any securities of ViewStar or any shares of capital stock of Digital held by such Shareholder except for (A) transfers or other dispositions of a number of Shares less than 10% of the sum of (1) the number of Shares held by such ViewStar Shareholder and (2) the number of Shares subject to currently exercisable options held by such ViewStar Shareholder, (B) transfers or other dispositions by operation of law upon the death of such ViewStar Shareholder or by the estate of such ViewStar Shareholder if necessary to pay estate taxes, or (C) other transfers or dispositions that will not prevent Digital from accounting for the Merger as a pooling of interests, taking into account the actions of other Affiliates.
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Pooling Covenants and Representations. (i) During the period from the execution hereof until 30 days prior to the Effective Time, without the consent of Digital (which shall not be unreasonably withheld) such Digital Shareholder will not sell, transfer or otherwise dispose of any securities of Digital held by such Shareholder except for (A) transfers or other dispositions of a number of Digital Common Shares less than 10% of the sum of (1) the number of Digital Common Shares held by such Digital Shareholder and (2) the number of Digital Common Shares subject to currently exercisable options held by such Digital Shareholder, (B) transfers or other dispositions by operation of law upon the death of such Digital Shareholder or by the estate of such Digital Shareholder if necessary to pay estate taxes, or (C) other transfers or dispositions that will not prevent Digital from accounting for the Merger as a pooling of interests, taking into account the actions of other Affiliates.
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Related to Pooling Covenants and Representations

  • Covenants and Representations Section 5.1 List of Holders. Parent shall furnish or cause to be furnished to the Rights Agent in such form as Parent receives from the Company prior to the Effective Time (or other agent performing similar services for Parent or its Affiliates), the names, addresses, shareholdings and tax certification (T.I.N.) of the record holders of Shares eligible to receive CVRs pursuant to the Merger Agreement reasonably promptly following the Effective Time.

  • Survival of Covenants and Representations All covenants, representations and warranties made by the Company herein and in any certificates delivered pursuant hereto, whether or not in connection with the Closing Date, shall survive the closing and the delivery of this Agreement and the Notes.

  • Independence of Covenants and Representations and Warranties All covenants hereunder shall be given independent effect so that if a certain action or condition constitutes a default under a certain covenant, the fact that such action or condition is permitted by another covenant shall not affect the occurrence of such default, unless expressly permitted under an exception to such initial covenant. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached shall not affect the incorrectness of or a breach of a representation and warranty hereunder.

  • Representations, Warranties and Covenants of the Seller and Master Servicer (a) The Seller hereby makes the representations and warranties set forth in (i) Schedule II hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Initial Cut-off Date with respect to the Initial Mortgage Loans and as of the related Supplemental Cut-off Date with respect to the Supplemental Mortgage Loans.

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

  • 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, Warranties and Covenants of the Sellers and Master Servicer (a) Countrywide hereby makes the representations and warranties set forth in (i) Schedule II-A, Schedule II-B, Schedule II-C and Schedule II-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, (ii) Schedule III-A hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to all of the Mortgage Loans, and (iii) Schedule III-B hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Countrywide Mortgage Loans. Park Granada hereby makes the representations and warranties set forth in (i) Schedule II-B hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Granada Mortgage Loans. Park Monaco hereby makes the representations and warranties set forth in (i) Schedule II-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Monaco Mortgage Loans. Park Sienna hereby makes the representations and warranties set forth in (i) Schedule II-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-E hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Sienna Mortgage Loans.

  • Covenants, Warranties and Representations Each of the parties covenants, warrants and represents for itself as follows:

  • Covenants, Representations, and Warranties of Servicer By its execution and delivery of this Agreement, the Servicer makes the following representations, warranties and covenants on which the Trust Collateral Agent relies in accepting the Receivables and on which the Trustee relies in authenticating the Notes.

  • Covenants; Representations 26 (e) Defaults..............................................................................26 (f) Material Adverse Change...............................................................26 4.2. Conditions to First Loan..............................................................26 (a) Articles, Bylaws......................................................................26 (b) Evidence of Authorization.............................................................26 (c) Legal Opinions........................................................................27 (d) Incumbency............................................................................27 (e) Note..................................................................................27 (f) Documents.............................................................................27 (g) Consents..............................................................................27 (h)

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