Post Closing and Other Covenants Sample Clauses

Post Closing and Other Covenants. (a) Notwithstanding Schedule 5, the MCE Group shall not in any way be liable to: (i) assume the obligations or liabilities of any Philippine Party under the AB Leisure Contracts or any contract, arrangement, understanding or commitment entered into by any of the Philippine Parties or the SM Subsidiaries in relation to the Project; (ii) agree to reimburse, or reimburse, Belle or any other Person in relation to the termination of the AB Leisure Contracts or any other contract or arrangement in relation to the Project; or (iii) enter into a contract with any of the AB Leisure Contractors. (b) The Parties agree that the MCE Group shall not be liable for any and all damages, penalties, interest and other charges that may be claimed by any party under the AB Leisure Contracts or any other supply or construction contracts in relation to the Project and Belle agrees to keep the MCE Parties indemnified against all Loss suffered or incurred by any of them in relation to the AB Leisure Contracts. (c) MCE Group has the full and unfettered right (but not the obligation) to review, adopt or change, at its own cost, the current interior design and fit-outs, and may assume, at its option, the existing contracts and documentation related thereto, including materials ordered or purchased. Any review, adoption or change by the MCE Group does not relieve the Philippine Parties of their obligations or liabilities under this Agreement. (d) The Parties agree that Philippine Parties will be responsible for negotiating with ABLGI and LRWC for termination of the ABLGI Agreements and will be solely responsible for payment of compensation or satisfaction of any other obligation to ABLGI or LRWC (other than as provided in this Agreement) for the termination of ABLGI and LRWC’s engagement as operator of the Project.
Sample 1
Post Closing and Other Covenants. 12.1 As soon as reasonably practicable after Closing, but in no event later than 15 days thereafter, the Buyer will cause a shareholders’/quotaholders’ meeting of any Group Company to be convened or properly held to validly resolve the release and discharge, to the extent permitted under applicable Law, of the directors and statutory auditors of such Group Company who will have resigned from office pursuant to this Agreement from and against any and all liabilities arising from their holding of the offices as, respectively, directors and statutory auditors until the relevant resignation date, except in case of willful misconduct (dolo) (including fraud) or gross negligence (colpa grave) of such directors or statutory auditors; provided that (i) the Buyer shall (a) provide the Sellers with drafts of such resolutions no later than five Business Days prior to the date scheduled for the shareholders’/quotaholders’ meeting and (b) take into consideration in good faith the reasonable comments that the Sellers’ Representative may provide thereto within three Business Days from the receipt thereof by the Sellers, and (ii) any such release and discharge shall be without prejudice to, and shall not limit or waive in any way any of the Buyer’s rights pursuant to Article 10 or any of the Sellers’ obligations under Article 10. 12.2 For a period of five years after Closing Date, each Seller and its representatives shall have reasonable access, at the respective Seller’s expense, to the Books and Records of the Group with respect to periods prior to the Closing Date to the extent that such access may reasonably be required by the respective Seller for its tax reporting or another bona fide reporting or business purpose, in each case with respect to matters relating to the operations of the and/or its involvement in the affairs of the Group prior to Closing. The Buyer shall afford such access upon receipt of reasonable advance notice and during normal business hours. If the Buyer or the relevant Group Company desires to dispose of or destroy any of such Books and Records prior to the expiration of the aforementioned period, the Buyer shall prior to such disposition give each Seller reasonable opportunity, at the respective Sellers’ expense, to segregate and remove such Books and Records as the respective Seller may elect.
Sample 1
Post Closing and Other Covenants. The Parties agree as follows:
Sample 1
Post Closing and Other Covenants 
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Related to Post Closing and Other Covenants

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

  • Stamp and other duties The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

  • Vacation and Other Leave During the Period of Employment, the Executive shall accrue and be entitled to take paid vacation in accordance with the Company’s vacation policies in effect from time to time, including the Company’s policies regarding vacation accruals; provided that the Executive’s rate of vacation accrual during the Period of Employment shall be no less than three (3) weeks per year. The Executive shall also be entitled to all other holiday and leave pay generally available to other executives of the Company.

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

  • Marshalling and Other Matters Borrower hereby waives, to the extent permitted by law, the benefit of all appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale hereunder of the Property or any part thereof or any interest therein. Further, Borrower hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of this Security Instrument on behalf of Borrower, and on behalf of each and every person acquiring any interest in or title to the Property subsequent to the date of this Security Instrument and on behalf of all persons to the extent permitted by applicable law.

  • Voting and Other Action Neither PFPC Trust nor its nominee shall vote any of the securities held pursuant to this Agreement by or for the account of the Fund, except in accordance with Written Instructions. PFPC Trust, directly or through the use of another entity, shall execute in blank and promptly deliver all notices, proxies and proxy soliciting materials received by PFPC Trust as custodian of the Property to the registered holder of such securities. If the registered holder is not the Fund, then Written Instructions or Oral Instructions must designate the person who owns such securities.

  • Commission and Other Charges Before you begin to trade, you should obtain a clear explanation of all commission, fees and other charges for which you will be liable. These charges will affect your net profit (if any) or increase your loss.

  • Indebtedness and Other Contracts Neither the Company nor any of its Subsidiaries, (i) except as disclosed on Schedule 3(s), has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

  • Other Covenants The Sub-Adviser agrees that it will: (a) comply with all applicable rules and regulations of the Securities and Exchange Commission in performance of its duties as sub-investment adviser for the Series and, in addition, will conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (e) place orders pursuant to its investment determinations for the Series either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the Fund's Board of Directors, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer as viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Series. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, the Fund's principal underwriter or any affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series.

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

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