Purchaser’s Covenants and Agreements Sample Clauses

Purchaser’s Covenants and Agreements. At Closing, Purchaser shall cause all utilities servicing the Property, including without limitation, electric, natural gas, telephone and tele-communication providers, steam, water, sewer, and any other providers of utility services (collectively, the “Utilities”), to be transferred into an account established by or on behalf of Purchaser and for which Seller will have no liability for Utility charges after the Closing Date. Seller, at no out-of-pocket expense to Seller, shall reasonably cooperate with Purchaser to assist Purchaser’s transfer of the Utilities from Seller to Purchaser as of the Closing Date. Purchaser shall be responsible prior to Closing to post with the providers of the Utilities any and all deposits, letters of credit or other security required to transfer the Utilities to Purchaser. PURCHASER ACKNOWLEDGES AND UNDERSTANDS THAT SELLER SHALL DIRECT ALL PROVIDERS OF UTILITIES TO TERMINATE SERVICE TO THE PROPERTY AS OF THE CLOSING DATE AND PURCHASER’S FAILURE TO TRANSFER THE UTILITIES WILL RESULT IN THE INABILITY OF PURCHASER AND THE TENANTS UNDER THE LEASES TO USE THE UTILITIES, WHICH MAY RESULT IN A DEFAULT UNDER THE LEASES. SELLER SHALL HAVE NO LIABILITY TO PURCHASER OR THE TENANTS UNDER THE LEASES AS A RESULT OF PURCHASER’S FAILURE TO COMPLY WITH THE PROVISIONS OF THIS SECTION 7(B). 8. Condition of Property. Seller makes no representation, promise or guaranty with respect to the condition or character of the Property (including without limitation the subsoil condition thereof) or the use or uses to which the Property may be put. Purchaser acknowledges that Purchaser shall satisfy itself as to the character and condition of the Property, and that Purchaser will be purchasing the Property on the basis of its examination and investigation and not in reliance on any representation or warranty of Seller or any agent, employee or representative of Seller. Purchaser realizes that the Property is being sold in “AS IS, WHERE IS” condition “WITH ALL FAULTS” as of the date of this Agreement, subject to any and all violations of law, rules, regulations, ordinances, orders, or requirements noted in or issued by any Federal, state, county, municipal, or other department or government agency having jurisdiction against or affecting the Property whenever noted or issued (collectively, “Violations”) and any conditions which could give rise to any Violations.
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Purchaser’s Covenants and Agreements. (i) If any Inspection or test conducted by Purchaser or other Purchaser Parties disturbs or otherwise damages the Real Property, in Seller’s reasonable judgment, Purchaser, at Purchaser’s sole expense, shall restore the Real Property to the same condition as existed prior to any such Inspection or test, if Purchaser does not purchase the Real Property. This paragraph 7(b)(i) shall survive the Closing or the termination of this Agreement as a Surviving Obligation. (ii) Purchaser agrees to keep the Real Property free of all liens and encumbrances caused by or through Purchaser or other Purchaser Parties, including, without limitation, liens for services, labor or materials furnished in connection with Purchaser’s Inspections (each, a “Purchaser’s Lien”). Notwithstanding the foregoing sentence, Purchaser shall have the right, at its own expense, to contest the amount or validity, in whole or in part, of any Purchaser’s Lien by appropriate proceedings diligently conducted in good faith and postpone payment of such contested Purchaser’s Lien if and only as long as: (1) Purchaser shall waive the right to terminate this Agreement under paragraphs 4(d), 4(e) and 5(d) by sending Seller notice of such waiver and Purchaser’s election to contest and postpone payment of Purchaser’s Lien ; and (2) neither the Real Property nor any part thereof, would by reason of such postponement or deferment be, in the reasonable judgment of Seller, in danger of being foreclosed upon, forfeited or lost; and (3) upon the termination of such proceedings, it shall be the obligation of Purchaser to pay the amount of Purchaser’s Lien (or any judgment rendered thereon) or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including reasonable attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Purchaser shall indemnify, defend and hold Seller harmless from and against any and all losses arising out of Purchaser’s breach of violation of this paragraph 7(b)(ii). The provisions of this paragraph 7(b)(ii) shall survive the termination of this Agreement as a Surviving Obligation.
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Purchaser’s Covenants and Agreements. At Closing, Purchaser shall cause all utilities servicing the Property, including without limitation, electric, natural gas, telephone and tele-communication providers, steam, water, sewer, and any other providers of utility services (collectively, the “Utilities”), to be transferred into an account established by or on behalf of Purchaser and for which Seller will have no liability for Utility charges after the Closing Date. Seller, at no out-of-pocket expense, liability or potential liability to Seller, shall reasonably cooperate with Purchaser to assist Purchaser’s transfer of the Utilities from Seller to Purchaser as of the Closing Date. Purchaser shall be responsible prior to Closing to post with the providers of the Utilities any and all deposits, letters of credit or other security required to transfer the Utilities to Purchaser. PURCHASER ACKNOWLEDGES AND UNDERSTANDS THAT SELLER SHALL DIRECT ALL PROVIDERS OF UTILITIES TO TERMINATE SERVICE TO THE PROPERTY AS OF THE CLOSING DATE AND PURCHASER’S FAILURE TO TRANSFER THE UTILITIES WILL RESULT IN THE INABILITY OF PURCHASER TO USE THE UTILITIES. SELLER SHALL HAVE NO LIABILITY TO PURCHASER AS A RESULT OF PURCHASER’S FAILURE TO COMPLY WITH THE PROVISIONS OF THIS SECTION 7(B).
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Purchaser’s Covenants and Agreements 
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Related to Purchaser’s Covenants and Agreements

  • Purchaser’s Covenants THE PURCHASERS DO AND EACH OF THEM DOTH HEREBY COVENANT WITH THE VENDORS AND THE BUILDER as follows:

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

  • Covenants and Agreements Each Grantor hereby covenants and agrees as follows: (i) Each Grantor shall (A) cause all cash and all Proceeds received by such Grantor to be deposited in, or swept into, either the Mellon Account or, to the extent required by the Collateral Agent, acting at the direction of the Applicable Representative, the Concentration Account on a daily basis, except that cash to make Investments permitted by the Secured Debt Documents may be deposited in a Control Account; provided that after giving effect to such deposit and/or cash sweep, the amount of such cash and Proceeds on deposit in accounts other than the Mellon Account or the Concentration Account shall not exceed $1,000,000 (exclusive of the amounts in accounts for unpaid payroll, payroll taxes and withholding taxes), (B) to the extent required by the Collateral Agent, acting at the direction of the Applicable Representative, and to the extent that such cash and Proceeds are deposited in the Mellon Account and such cash and Proceeds exceed an amount not to exceed $2,000,000, such cash and Proceeds shall be deposited in, or swept into, the Concentration Account on a daily basis, (C) not establish or maintain, or permit any other Grantor to establish or maintain, any Securities Account or commodities account that is not a Control Account, and (D) not establish or maintain, or permit any other Grantor to establish or maintain, any account with any financial or other institution in which Proceeds are deposited other than the accounts listed on Schedule 3.5; provided that amounts in all such accounts are deposited in, or swept into, the Mellon Account as set forth in clause (A); provided, further, that the amount in the accounts so indicated on Schedule 3.5 which are for unpaid payroll, payroll taxes and withholding taxes are not required to be swept on a daily basis. So long as no Default has occurred and is continuing, a Grantor may transfer funds from the Blocked Account to any existing disbursement or Deposit Accounts of such Grantor. (ii) In the event (A) any Grantor or any Approved Securities Intermediary or Blocked Account Bank shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account or Blocked Account for any reason, (B) the Collateral Agent shall demand the termination of an agreement with respect to the maintenance of a Control Account or a Blocked Account as a result of the failure of an Approved Securities Intermediary or Blocked Account Bank to comply with the terms of the applicable Control Account Letter or Blocked Account Letter, or (C) the Applicable Representative determines in its sole discretion that the financial condition of an Approved Securities Intermediary or Blocked Account Bank, as the case may be, has materially deteriorated, such Grantor agrees to notify all of its obligors that were making payments to such terminated Control Account or Blocked Account, as the case may be, to make all future payments to another Control Account or Blocked Account, as the case may be.

  • Other Covenants and Agreements (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (b) (Confidentiality; Public Announcements) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder acknowledges and agrees that Parent and the other Parent Parties are entering into the Merger Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub would not have entered into or agreed to consummate the transactions contemplated by the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

  • COVENANTS AND AGREEMENTS OF BUYER Buyer covenants and agrees with Seller as follows:

  • Covenants and Agreements of the Parties The Parties covenant and agree as follows:

  • Seller’s Covenants Section 4.01. Covenants of the Seller.........................................................15 ARTICLE V SERVICING Section 5.01. Servicing.......................................................................16

  • Certain Covenants and Agreements 5.1 Conduct of Business by Target. From the date hereof to the Effective Date, Target will, except as required in connection with the Transaction and the other transactions contemplated by this Agreement and except as otherwise disclosed on the schedules hereto or consented to in writing by the Acquiring Company: (a) carry on its business in the ordinary and regular course in substantially the same manner as heretofore conducted and not engage in any new line of business, or enter into any material agreement, transaction or activity or make any material commitment except those in the ordinary and regular course of business and not otherwise prohibited under this Section 5.1 with the exceptions of the planned product launch and the continuing bridge financing which will result in the issuance of additional Target Notes and underlying Target Note Warrants; (b) neither change nor amend its Articles of Incorporation or Bylaws; (c) not issue or sell shares of capital stock of Target or issue, sell or grant options, warrants or rights to purchase or subscribe to, or enter into any arrangement or contract with respect to the issuance or sale of any of the capital stock of Target or rights or obligations convertible into or exchangeable for any shares of the capital stock of Target or make any changes (by split-up, combination, reorganization or otherwise) in the capital structure of Target; (d) not declare, pay or set aside for payment any dividend or other distribution in respect of the capital stock or other equity securities of Target and not redeem, purchase or otherwise acquire any shares of the capital stock or other securities of Target or rights or obligations convertible into or exchangeable for any shares of the capital stock or other securities of Target or obligations convertible into such, or any options, warrants or other rights to purchase or subscribe to any of the foregoing; (e) not acquire or enter into any agreement to acquire, by merger, consolidation or purchase of stock or assets, any business or entity; (f) use its best efforts to preserve intact the corporate existence, goodwill, and business organization of Target, to keep the officers and employees of Target available to Target and to preserve the relationships of Target with suppliers, customers and others having business relations with Target, and preserve, maintain and enforce all of Target's material licenses, permits, and similar rights, except for such instances which would not have a Target Material Adverse Effect; (g) Not (i) enter into, modify or extend in any manner the terms of any employment, severance or similar agreements with officers and directors, (ii) grant any increase in the compensation of officers or directors, whether now or hereafter payable or (iii) grant any increase in the compensation of any other employees (it being understood by the parties hereto that for the purposes of (ii) and (iii) above increases in compensation shall include any increase pursuant to any option, bonus, stock purchase, pension, profit-sharing, deferred compensation, retirement or other plan, arrangement, contract or commitment); (h) except in instances which would not have a Target Material Adverse Effect, perform all of its obligations under all Material Contracts (except those being contested in good faith) and not enter into, assume or amend any contract or commitment that would be a Material Contract other than contracts to provide services entered into in the ordinary course of business; (i) except in instances which would not have a Target Material Adverse Effect, prepare and file all federal, state, local and foreign returns for taxes and other tax reports, filings and amendments thereto required to be filed by it, and allow the Acquiring Company to review all such returns, reports, filings and amendments at Target's offices prior to the filing thereof, which review shall not interfere with the timely filing of such returns; and (j) Not borrow any funds under existing lines of credit or otherwise except as the Target deems reasonably necessary for the ordinary operation of Target's business, including the issuance of additional Target Notes and Target Note Warrants pursuant to the continuing bridge financing. In connection with the continued operation of the business of Target between the date of this Agreement and the Effective Date, Target shall confer in good faith and on a regular and frequent basis with one or more representatives of the Acquiring Company designated in writing to report operational matters of materiality and the general status of ongoing operations. In addition, during regular business hours, Target will allow employees and agents of the Acquiring Company to be present at Target's business locations to observe the business and operations of Target. Target acknowledges that the Acquiring Company does not and will not waive any rights it may have under this Agreement as a result of such consultations nor shall the Acquiring Company (or either of them) be responsible for any decisions made by Target's officers and directors with respect to matters which are the subject of such consultation.

  • Covenants and Agreements of the Company The Company further covenants and agrees with the Placement Agent as follows:

  • Survival of Covenants and Agreements The covenants and agreements of the parties to be performed after the Effective Time contained in this Agreement shall survive the Effective Time.

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