Post-Closing Covenants of Parent and the Surviving Corporation. From and after the Effective Time, for all purposes of this Agreement, including Sections 4.4 and 4.5, the Company shall mean the Surviving Corporation.
Post-Closing Covenants of Parent and the Surviving Corporation Sample Clauses
Related to Post-Closing Covenants of Parent and the Surviving Corporation
Pre Closing Covenants The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.
SURVIVING COVENANTS The parties agree that the covenants contained in Xxxxxxx 0, Xxxxxxx 00, Xxxxxxxxx 12.2 and Section 13 of this Agreement shall survive the expiration or termination of this Agreement.
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and Merger Sub represent and warrant to the Company as follows:
Post Closing Covenants The Parties agree as follows with respect to the period following the Closing.
Parent A parent, legal guardian or person in parental relation to the Student.
Effective Time Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Representations and Warranties of the Shareholder The Shareholder hereby represents and warrants to the Company as follows:
Covenants of the Company The Company covenants with each Underwriter as follows:
POSSESSION AND CLOSING Possession of the Property shall be delivered to Purchaser by Seller at the Closing, subject to the Permitted Exceptions and the rights of the Tenants under Tenant Leases. Purchaser shall make its own arrangements for the provision of public utilities to the Property and Seller shall terminate its contracts with such utility companies that provide services to the Property.
Covenants of the Purchaser The Purchaser covenants and agrees with the Company as follows:
