Purchaser Covenants Clause Samples

Purchaser Covenants. 10.01. Pre-Closing Date. Purchaser covenants that between the date hereof and the Closing Date, except as contemplated by this Agreement or with the consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed: (a) Within ten (10) days after the date of this Agreement advise Seller of its objections to any UCC Search Reports, title report or title insurance commitment and/or survey of the Hospital Real Property and the Hospital which Purchaser may elect to obtain; provided, however, that Purchaser shall not have the right to object to any of the Permitted Exceptions. If Seller refuses to correct some or all of the title, survey or lien defects objected to by Purchaser within the time period reflected in Paragraph 9.01(o) or to give Purchaser reasonable assurances that the same will be corrected as of the Closing Date, Purchaser shall have ten (10) days to advise Seller of its decision to close, notwithstanding the defects, or of its election to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder. If Purchaser does not give notice of termination within this ten (10) day period, it will be deemed to have waived its objections and to have accepted such title, survey or lien defects. (b) Purchaser will proceed with all due diligence to obtain the Third Party Consents and Regulatory Approvals for which it is responsible under the terms hereof; and (c) Unless specifically prohibited by law, Purchaser will use its best efforts to cause all of the conditions to Closing set forth in Paragraphs 12.01 and 12.02 which are within its control to be satisfied prior to the Outside Closing Date and Purchaser will not take any action inconsistent with its obligations under this Agreement or which could hinder or delay the consummation of the transactions contemplated by this Agreement.

Purchaser Covenants. From the date of this letter agreement until Termination, the Purchaser agrees: (a) it shall comply with its obligations under the Arrangement Agreement; and (b) it shall take all steps required of it to consummate the Arrangement and cause the Consideration to be made available to pay for the Subject Securities, in each case in accordance with and subject to the terms and conditions of the Arrangement Agreement and the Plan of Arrangement.

Purchaser Covenants. Purchaser agrees that, between the Effective Date of this Agreement and the Closing Date, neither Purchaser nor any of the Purchaser Parties will, without the prior written consent of Seller: (a) have any contact (written, verbal or otherwise) with or make any commitments to any governmental authority, utility company, school board, church, religious body, homeowners association, or other similar organization or group with respect to the Property or allow any third party to make or have any such contact on behalf of Purchaser or any of the Purchaser Parties, except Purchaser may make inquiries to municipal, local and other government representatives to the extent required by law or with respect to customary Phase I environmental, zoning and building code inquiries; (b) enter into any leases or other possessory agreements for the Property which would be binding on Seller or the Property after any termination of this Agreement; (c) enter into or grant any easements, liens, encumbrances or other contracts or instruments which would be binding upon Seller or the Property after any termination of this Agreement; (d) record in any public records, any memorandum or other instrument referencing this Agreement, other than any documents permitted pursuant to the terms of this Agreement or any lis pendens filed in connection with a suit for specific performance filed by Purchaser in conformance with the requirements of Section 9.02 of this Agreement; (e) alter or amend in any way which would be binding upon Seller or the Property after any termination of this Agreement, the zoning or any other governmental approval or permit affecting the Property; (f) commence any construction activities upon or within the Property; (g) transfer, convey, dispose of or remove any portion of the Property; or (h) terminate or amend or purport to terminate or amend any service contract, maintenance contract or other contract of any kind relating to the Property, except for contracts entered into by Purchaser in connection with its due diligence.

Purchaser Covenants. The covenants and obligations required by this Agreement to be performed or complied with by Purchaser at or before the Closing Date have been duly performed or complied with in all material respects.

Purchaser Covenants. Until the Termination Date, Purchaser agrees to perform the covenants set forth below:

Purchaser Covenants. The Purchaser covenants during the Pre-Closing Period:

Purchaser Covenants. (a) The Purchaser shall not pay any cash dividends on its capital stock until the earliest of (a) February 28, 2008, (b) the payment in full of the amounts owing under Section 1.7 hereof, or (c) the date on which it is finally determined that no amounts shall be owing pursuant to Section 1.7 hereof. (b) Until such time as (x) the Cash Notes have been paid in full or converted in full, and (y) the Contingent Consideration has been paid in full or irrevocably forfeited, the Purchaser (i) shall facilitate the maintenance of separate books and records of each Target Company so as to render a determination of net cash flow and EBITDA of the Target Companies practicable and (ii) without the prior written consent of the Shareholders, will not cause, suffer or permit any actions with respect to the Target Companies so as to render a determination of net cash flow and EBITDA of the Target Companies impracticable or which would have a material adverse effect on the ability of the Target Companies to achieve the EBITDA targets for 2005, 2006 and 2007 set forth in Section 1.7. The Cash Notes and the Contingent Consideration are referred to herein as the "Post-Closing Consideration." (c) Until such time as (x) the Cash Notes have been paid in full or converted in full, and (y) the Contingent Consideration has been paid in full or irrevocably forfeited, the Purchaser shall (i) cause the Target Companies to operate in good faith and in a manner consistent with reasonable business practices; and (ii) use commercially reasonable efforts to cause the business of the Target Companies to be operated in a manner consistent with its operations prior to the Closing Date (or in a manner different than the manner in which the Target Companies' business was operated prior to the Closing Date, so long as the new manner of operation is designed to optimize the revenue and profitability of the Target Companies or to improve the effectiveness of its operations in a manner that does not adversely affect in any material respect the Shareholders' ability to earn the Post-Closing Consideration under this Agreement). The Purchaser shall not take any action or omit to take any action where such action or omission is intended to interfere with or have an adverse effect on the Shareholders' right to earn the Post-Closing Consideration under this Agreement.

Purchaser Covenants. Each Purchaser covenants and agrees with the Company as follows:

Purchaser Covenants. Purchaser covenants to Seller as follows: