Post Closing Covenants of Seller and Buyer Sample Clauses

Post Closing Covenants of Seller and Buyer. For a period of three (3) years after the Closing Date, either Party holding such records on the Closing Date shall (i) preserve and retain the corporate accounting, legal, auditing, Tax, environmental, operating, maintenance and inspection and other books and records that relate to the conduct of the business of Sandhill prior to the Closing Date and (ii) other than books, records and documents (x) subject to the attorney/client privilege, (y) constituting attorney work product or (z) relating to proprietary forecasts of financial or operating data, make such books and records available (at a place reasonably agreed to by Buyer and Seller) to the other Party upon reasonable notice and at reasonable times, it being understood that the other Party shall be entitled to make and retain copies of any such books and records as it shall deem necessary at the other Party's expense. In the event the other Party desires to extend the period referred to in the first sentence of this Section 4.4 beyond three (3) years, it may do so if the applicable statute of limitations for the years with respect to which the books and records relate has not expired, and such extension is requested in a writing stating that the statute of limitations has not yet expired. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving Sandhill or any of its Affiliates, the other Party shall cooperate with it and its counsel in the defense or contest, make available its personnel, and provide such testimony and access to his, her, or its books and records as shall be necessary in connection with the defense or contest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor herein). The Parties shall also use their reasonable best efforts to cause the contracts referenced on Schedule 4.4 to be assigned to Sandhill, or to be modified so as to reference Sandhill as the party in interest rather than The Magna Carta Group, L.L.C., within a period of sixty (60) days following the Closing Date.

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Post Closing Covenants of Seller and Buyer

Related to Post Closing Covenants of Seller and Buyer

COVENANTS OF SELLER AND BUYER Seller and Buyer each covenant with the other as follows:
PRE-CLOSING COVENANTS OF SELLER Seller hereby covenants and agrees that, between the date hereof and the Closing, it will comply with the provisions of this Article IV, except to the extent Purchaser may otherwise consent in writing.
Covenants of Seller Prior to Closing (a) From the Effective Date until the Closing or earlier termination of this Agreement, Seller or Seller’s agents shall:
COVENANTS OF BUYER AND SELLER Buyer and Seller agree that:
Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.
Covenants of Sellers Sellers agree that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER 4.1 To induce Purchaser to enter into this Agreement, Seller hereby makes for the benefit of Purchaser and its assigns with respect to each Mortgage Loan as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto, except as otherwise set forth on Schedule 2-A attached to such Exhibit 2. In addition, Seller hereby further represents, warrants and covenants to Purchaser as of the date hereof as follows:
PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.
Closing Covenants (y) The Purchaser agrees with the Vendor that after closing he:
Post-Closing Covenant The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.