Post Closing Covenants of the Purchaser Sample Clauses

Post Closing Covenants of the Purchaser. From and after the Closing, the Purchaser covenants to the Company as follows:
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Post Closing Covenants of the Purchaser. In addition to the other covenants of the Purchaser contemplated in this Agreement to be completed after the Closing, the Purchaser agrees to cause the Company: (a) to file with the Canada Customs and Revenue Agency within 90 days after the Closing Date, the federal tax return of the Company (which, for greater certainty, shall include a claim for any applicable RDTOH Refund) for the taxation year end of the Company which, pursuant to subjection 249(4) of the Income Tax Act (Canada), will end immediately prior to the Closing; (b) with respect to all other tax returns not referred to in Section 5.7(a), to punctually (but in no event later than required by applicable tax legislation) execute and file all tax returns to enable the Company to receive the Tax Credits and the RDTOH Refund in a timely manner; (c) to allow the Vendors' Agent and its representatives reasonable access to the financial books and records of the Company so that the Vendors may confirm the Final Working Capital Payment and Final Company Transaction Expenses as contemplated in Section 2.7 and to obtain such information as is reasonably necessary to enable the preparation and filing of their respective tax returns; (d) to allow the Vendors' Agent and its representatives reasonable access to the books, records and other information of the Company as is reasonably necessary to enable the Vendors' Agent to assess and/or defend any claims made by the Purchaser against the Vendors for a breach of any representation, warranty or covenant under this Agreement or for a claim of indemnity under Article 10 or to otherwise enable either of the Vendors to fulfill their obligations contemplated by this Agreement; (e) not to refile with any taxing authorities any tax returns of the Company filed prior to the Closing Date unless such tax returns contain a material error or the refiling of such returns does not adversely affect any amounts payable to the Vendors under this Agreement or apply any loss carry-backs which would reduce amounts payable to the Vendors under Section 2.4; (f) to allow the Vendors' Agent and its representatives to assist representatives of the Company in pursuing the RDTOH Refund, any Tax Credits and the L Holdco RDTOH Note which would result in Additional Payments, and to allow the Vendors' Agent and its representatives the opportunity to review and comment on proposed submissions by the Company and its representatives to applicable authorities; and (g) to file with the Canada Cu...
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Post Closing Covenants of the Purchaser. 8.2.1 The representations and warranties of the PURCHASER hereto contained in this Agreement or in any exhibit or schedule to this Agreement shall survive the Closing Date for eighteen months.
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Post Closing Covenants of the Purchaser. (a) PURCHASER shall timely file all requisite information underlying this Agreement as required by the PURCHASER pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934.
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Post Closing Covenants of the Purchaser. 8.2.1 PURCHASER agrees to remain as executive and director of ENTECH without compensation until a new management board is in place and to facilitate settlements with any and all outstanding creditors and service providers of SELLER and HBC, as necessary. 8.2.2 PURCHASER agrees to assist in maintaining ENTECH’s timely filing and reporting until such time as a new company is merged into ENTECH or nine months from the filing of ENTECH’s 12/31/06 10Q, whichever comes first. PURCHASER agrees to use its best efforts to ensure all filing deadlines are met and agrees to penalties for any delays that occur as a result of events that were in PURCHASER’s control. 8.2.2.1 PURCHASER agrees to the following penalties for any subsequent filing lapses: 8.2.2.1.1 Any subsequent filing lapse (defined as missing any properly extended deadline and/or having “E” appended to trading symbol) shall be penalized by: 8.2.2.1.2 350,000 shares for a first violation 8.2.2.1.3 500,000 shares for subsequent violation and increasing by 150,000 shares with each violation thereafter 8.2.3 PURCHASER agrees to maintain all necessary records and relationships of ENTECH to facilitate the transition into new management and shall see to the proper conveyance of same to new management 8.2.4 The representations and warranties of the PURCHASER hereto contained in this Agreement or in any exhibit or schedule to this Agreement shall survive the Closing Date for eighteen months.
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Post Closing Covenants of the Purchaser. 9.1 From the period after the Closing through December 31, 1996, the Purchaser will make no material change in the operation of the business of CIC which would cause a material adverse change in its assets, liabilities, financial condition or business.
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Post Closing Covenants of the Purchaser. (a) After the Closing Date the Purchaser shall procure that: (i) the application for registration set forth in Section 5.4(g) above shall not be amended (save as required by the relevant judge) or withdrawn as to impede the registration of the subject matter thereof; (ii) the capital of BSN KG is not redeemed and that all actions are taken or, as the case may be, omitted and shall procure that the Relevant Companies take all actions to avoid or, as the case may be, take any action that might result in, any liability on the part of the Sellers to third parties or BSN KG in their capacity as former partners of BSN KG; (iii) all notifications, in particular, but not limited to, relevant notifications pursuant to Section 16 of the German Limited Liability Company Act (GmbH-Gesetz), are made promptly; (iv) the distribution and service agreement between BSN medical SAS and Xxxxx & Nephew SA dated 30 March 2001 is not terminated prior to 31 March 2006; and (v) save as required by mandatory law or in the case of manifest error no changes will be made to the 2005 BSN Accounts and the Pre-Transfer Date BSN Accounts as prepared, audited (to the extent applicable) and approved pursuant to Section 5.2(a) above and will indemnify the Sellers and each of them for any loss, costs, expenses and other damages they may suffer as a result of any such change being made. (b) The Purchaser confirms that for the period of at least 24 months after the Closing Date it does not intend or plan to initiate any steps to or relocate or make any other material change to the headquarters function at Quickbornstraße, Hamburg, Germany or the production facility at Hamburg, Hausbruch, Germany, subject always to there being no material adverse change to market or economic conditions which would make maintaining them in their current form unreasonable (unzumutbar).
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Post Closing Covenants of the Purchaser 
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Related to Post Closing Covenants of the Purchaser

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • Covenants of the Purchaser The Purchaser covenants and agrees with the Company as follows:

  • Post-Closing Covenant The Borrower shall (1) deliver each of the documents and other items, and perform each of the actions, listed on Schedule 4.03 hereto, in each case no later than the corresponding latest date specified thereon for each such delivery or other action (or such later date as the Administrative Agent shall determine in its sole discretion, without any requirement for Lender consent), and (2) no later than 90 days following the Closing Date (or such later date as the Administrative Agent shall determine in its sole discretion, without any requirement for Lender consent), furnish to the Administrative Agent: (a) evidence that mortgage amendments, supplements and restatements in form and substance reasonably satisfactory to the Collateral Agent (the “Mortgage Amendments”) with respect to each of the existing Mortgages have been duly executed, acknowledged and delivered by a duly authorized officer of the applicable Loan Party thereto on or before such date and are in form suitable for filing and recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable; provided, however, Collateral Agent shall not require any opinions of local counsel that the Mortgage Amendments meet the conditions of this provision; (b) (i) date-down and modification endorsements to the title insurance policy issued in connection with each Mortgage or, where such date-down or modification endorsements are not available with respect to any Mortgage Amendment, a new title insurance policy with respect to the applicable Mortgage, as previously amended and as amended by such Mortgage Amendment, (or, in each case, a commitment to issue such endorsements or new policy having the effect of such policy so endorsed or such a new policy, as the case may be), each issued by a nationally recognized title insurance company and each in form and substance reasonably satisfactory to the Collateral Agent which insure that such Mortgage, as previously amended and as amended by the applicable Mortgage Amendment, continues to create a valid first Lien on the applicable Mortgaged Property described therein, free of any other Liens except Permitted Liens, and (ii) evidence satisfactory to the Collateral Agent that all certificates and affidavits reasonably required by the Collateral Agent and/or the title company issuing the endorsements and/or title policies referenced above and relating to the Borrower, the Mortgages, the Mortgage Amendments and/or title endorsements (or if applicable, to such new title policies) have been delivered; and (c) evidence that all fees, costs and expenses have been paid in connection with the preparation, execution, filing and recordation of the Mortgage Amendments, including, without limitation, reasonable attorneys’ fees, filing and recording fees, title insurance company coordination fees, title insurance premiums, documentary stamp, mortgage and intangible taxes and title search charges and other charges incurred in connection with the recordation of the 113 QDI – A&R Credit Agreement (2014) Mortgage Amendments (it being agreed that the Administrative Agent shall cooperate as reasonably requested by the Borrower to minimize such amounts payable by the Borrower, so long as such cooperation is not inconsistent with the foregoing provisions of this paragraph (c)).

  • Covenants of the Purchasers Each Purchaser covenants and agrees with the Company 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 The Purchaser agrees with the Vendor that after closing he:

  • Covenants of the Vendor 7.1 The Vendor hereby covenants that, during the Interim Period, the Vendor will, and will cause the Corporation to: (a) carry on the Business in the ordinary course and use its best efforts to preserve the assets, the Business and the clients, customers and suppliers connected therewith; (b) give the Purchaser, the Purchaser's Solicitors and the Purchaser's representatives full access during normal business hours to the properties, books, contracts, commitments and records of the Corporation; (c) furnish the Purchaser with all information concerning the affairs of the Corporation as the Purchaser may reasonably request; (d) do all things and cause all things to be done to ensure that all of the representations and warranties of the Vendor contained in this agreement remain true and correct throughout the Interim Period as if such representations and warranties were continuously made throughout such period; (e) not enter into any contracts, commitments or transactions pertaining to the Business, or incur any indebtedness, obligations or liability or make any payment in respect thereof, except in the ordinary course of business; (f) not incur any capital expenditures, or acquire or agree to acquire additional assets, or enter into any forward commitments for inventories, supplies or services (whether or not there are any contracts in writing with respect thereto), except in the ordinary course of business; (g) not increase the wages or salaries or any other form of remuneration, direct or indirect, of any of the employees, officers or directors of the Corporation; (h) not sell, agree to sell or otherwise dispose of any of the assets of the Corporation except in the ordinary course of business; (i) pay, satisfy and discharge its obligations and liabilities in the ordinary course of business; (j) obtain all necessary consents and approvals to the transaction herein contemplated required pursuant to the terms of any leases, contracts or rights of the Corporation or to which it is a party or to which any of the property or assets may be subject to or bound; (k) not declare, pay or authorize dividends or other distributions on any shares of the Corporation or purchase or redeem any shares of the Corporation; (l) not amend the Articles (as defined in the Business Corporations Act (Ontario)) of the Corporation, amalgamate or merge with any other corporation, or issue any securities (as defined in the Business Corporations Act (Ontario)) or redeem or purchase any issued securities; (m) use their reasonable best efforts to ensure that the Corporation's bank operating line of credit from the Bank of Montreal shall remain in place with the Corporation immediately following the Closing Date, provided that Bank of Montreal fully releases any guarantees for that line of credit; and (n) not increase the Shareholder's Loan amount nor shall any Shareholder's Loan related payments be made by the Corporation to the Vendor prior to the Time of Closing. 7.2 The Vendor hereby covenants that, at the Time of Closing, the Vendor will: (a) furnish the Purchaser with a certificate of the Vendor stating that the representations and warranties of the Vendor contained in this agreement are true at the Time of Closing, as though then made, and that the covenants of the Vendor to be complied with at or prior to the Time of Closing have been complied with, provided that the receipt of such evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in this agreement; (b) deliver to the Purchaser evidence reasonably satisfactory to the Purchaser's Solicitors that all necessary corporate authorizations authorizing and approving the transaction contemplated herein have been obtained in respect of the Corporation; (c) deliver to the Purchaser a written acknowledgement from the lessor of any leased premises, in a form reasonably satisfactory to the Purchaser's Solicitors, acknowledging that the lease in respect thereof is in good standing, that all rents, additional rents and other amounts due and payable by the Corporation pursuant to such lease have been paid in full to the Effective Date, and that the Corporation is not in breach of its obligations under such lease, together with the unconditional written consent of the said lessor to the sale of the Purchased Shares to the Purchaser, if required under the terms of such lease; (d) provide the Purchaser with evidence reasonably satisfactory to the Purchaser that the Vendor is not then a "non-resident" of Canada within the meaning of the Income Tax Act (Canada); (e) provide the Purchaser with the favourable opinion of the Vendor's Solicitors in a form reasonably satisfactory to the Purchaser's Solicitors, acting reasonably: (i) as to the authorized and issued capital of the Corporation and the shareholder and shareholdings in the Corporation; (ii) that all issued and outstanding shares in the capital of the Corporation are issued and outstanding as fully paid and non-assessable; Page 38 of 75 - Share Purchase Agreement Initial ----------- (iii) that the Corporation has been duly amalgamated and organized and is a valid and subsisting corporation under the laws of the Province of Ontario; (iv) that all necessary actions and proceedings have been taken to authorize and permit the due and valid transfer of the Purchased Shares at the Time of Closing from the Vendor to the Purchaser; and (v) that this agreement has been duly executed and delivered by the Vendor and constitutes a valid and binding obligation of the Vendor, enforceable against her in accordance with its terms (subject to bankruptcy laws and the availability of equitable remedies) and, to the knowledge of the Vendor's Solicitors, does not violate the provisions of any indenture or agreement to which the Vendor or the Corporation or either of them are a party or by which either of them are bound; (f) cause all necessary steps and proceedings as may reasonably be approved by the Purchaser's Solicitors to be taken so that the Purchased Shares may be properly transferred to the Purchaser at the Time of Closing; and in that regard, deliver to the Purchaser at the Time of Closing certificates representing all of the Purchased Shares, such certificates being duly endorsed for transfer to the Purchaser, and cause transfers of all the Purchased Shares to be duly and regularly recorded in the name of the Purchaser or as it may in writing direct; (g) cause all of the directors and officers of the Corporation as are specified by the Purchaser to resign in favour of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 7.2(g) shall be approved at the Time of Closing; (h) deliver and cause to be delivered by all of the directors and officers of the Corporation and by the Vendor, as shareholder of the Corporation, a complete release, with effect from the Time of Closing, of all claims against the Corporation of any and all matters whatsoever in a form satisfactory to the Purchaser's Solicitors, acting reasonably; (i) deliver and cause to be delivered to the Purchaser the corporate seal, minute books, share certificates, share certificate books, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements of or pertaining or relating to the Corporation and its Business, property and assets; (j) deliver to the Purchaser a release executed by the Vendor with respect to all payroll and severance related obligations of the Corporation; (k) deliver and cause to be delivered to the Purchaser the Escrow Agreement, duly executed by the Vendor; (l) deliver and cause to be delivered to the Purchaser a release executed by Xxxx Xxxxx with respect to all obligations of the Corporation; (m) pay to the Corporation $273,884 for the purchase as of the Effective Date of the Cash Value Of Life Insurance and the respective insurance policy from the Corporation; Page 39 of 75 - Share Purchase Agreement Initial ----------- (n) deliver and cause to be delivered to the Purchaser a non-competition covenant from Xxxx Xxxxx in the form attached hereto as Schedule "7.2(n)"; (o) deliver and cause to be delivered to the Purchaser the New Lease between Alpen and the Corporation to become effective on September 1, 2004 (the day immediately following the last day of the Corporation's current lease agreement with Alpen); (p) pay all the non-arms length expenses, accounts payable and accrued liabilities of the Corporation, excluding any ordinary course lease payments and payroll related transactions, from the date of this Agreement to the Time of Closing, and release the Corporation from the obligation to repay the Vendor for these payments; and (q) shall release, and cause the Vendor's affiliates, including any of the Vendor's family that is or has been employed by the Corporation, or the Vendor shall indemnify the Purchaser and the Corporation from any and all severance obligations related to their employment by the Corporation, and any other contractual obligations of the Corporation to the Vendor and her affiliates. 7.3 The Vendor hereby covenants that, subsequent to the Date of Closing, the Vendor will: (a) at the request and expense of the Purchaser, execute and deliver such additional conveyances, transfers and other assurances as may, in the reasonable opinion of the Purchaser's Solicitors, be required to carry out the intent of this agreement and to transfer the Purchased Shares to the Purchaser; (b) only discharge the Security Interests when the payments of Sections 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2

  • Covenants of the Transferor The Transferor hereby covenants that:

  • Covenants of the Buyer The Buyer covenants and agrees with the Seller as follows:

  • Representations, Warranties and Covenants of the Mortgage Loan Seller and the Purchaser (a) The Mortgage Loan Seller hereby makes, as of the date hereof (and, in connection with any replacement of a Defective Loan (as defined in Section 4(f) hereof) with one or more Qualified Substitute Mortgage Loans (also as defined in Section 4(f) hereof), pursuant to Section 5(a) hereof, as of the related date of substitution), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit B-1. The Purchaser hereby makes, as of the date hereof, to and for the benefit of the Mortgage Loan Seller, each of the representations and warranties set forth in Exhibit B-2. (b) The Mortgage Loan Seller hereby makes, as of the date hereof (or as of such other date specifically provided in the particular representation or warranty), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit C, subject to the exceptions set forth in Schedule C. The Mortgage Loan Seller is also referred to herein as the “Responsible Repurchase Party”. (c) The Mortgage Loan Seller hereby represents and warrants, as of the date hereof, to and for the benefit of the Purchaser only, that the Mortgage Loan Seller has not dealt with any broker, investment banker, agent or other person (other than the Depositor or an affiliate thereof, the Underwriters and the Initial Purchasers) who may be entitled to any commission or compensation in connection with the sale to the Purchaser of the Mortgage Loans. (d) The Mortgage Loan Seller hereby represents and warrants that, with respect to the Mortgage Loans and the Mortgage Loan Seller’s role as “originator” (or the role of any third party as “originator” of any Mortgage Loan for which the Mortgage Loan Seller was not the originator) and “sponsor” in connection with the issuance of the Registered Certificates, the information regarding the Mortgage Loans, the related Mortgagors, the related Mortgaged Properties and/or the Mortgage Loan Seller contained in each of the Preliminary Prospectus and the Prospectus complies in all material respects with the applicable disclosure requirements of Regulation AB as in effect on the date hereof and for which compliance is required as of the date hereof. As used herein, “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter be from time to time provided by the Securities and Exchange Commission (the “Commission”) or by the staff of the Commission, in each case as effective from time to time as of the compliance dates specified therein.

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