Seller's and Shareholders' Covenants Sample Clauses

Seller's and Shareholders' Covenants. Seller and the Shareholders, jointly and severally, covenant, promise and agree that from the date hereof and until the Closing, the Shareholders shall, and the Shareholders shall cause Seller to, perform and comply with each of the following: 5.1.1 Continue to operate the Business of Seller diligently, and not take any action, omit to take any action, or engage in any transaction other than acts or transactions in the ordinary course of business, as such Business has been operated historically. 5.1.2 Preserve the Business of Seller and preserve the relationship of Seller with suppliers, customers, Burger King Corporation and others as such relationships have been preserved historically. 5.1.3 Maintain and continue normal and usual maintenance and repair of the Equipment, the Fixed Assets, and all other assets being sold and transferred to Purchaser herein. 5.1.4 Cooperate with Purchaser to achieve an orderly transition of the Business of Seller to Purchaser and an orderly transfer of the Assets to Purchaser. 5.1.5 Pay or provide for payment of all sales, use, personal property, social security, withholding, payroll, unemployment compensation, income and other taxes, assessments, fees and public charges due and payable by Seller in respect of its Business and the Assets through the Closing Date and any portion thereof applicable to any period prior to the Closing Date. 5.1.6 Pay all wages, bonuses, commissions and other employment benefits and sums (and all required taxes, insurance and withholding thereon), including all accrued vacation, accrued sick leave, accrued benefits and accrued payments (and pro rata accruals for a portion of a year) due to Seller's employees through the Closing Date. 5.1.7 Maintain in effect all insurance policies and other employee benefits covering any employee claims that may be incurred through the Closing Date. 5.1.8 Fully perform and comply with all covenants, promises and agreements hereunder which are required to be performed or complied with by Seller and the Shareholders prior to or at the Closing, and exert their best efforts to completely satisfy and fulfill all conditions precedent to Seller's and the Shareholders' obligations to close hereunder at the Closing on the Closing Date. 5.1.9 Exert their best efforts to prevent the occurrence of any event which could result in any of Seller's or the Shareholders' representations and warranties contained in this Agreement not being true and correct at or as of the time imm...
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Seller's and Shareholders' Covenants. Sellers and Shareholder, jointly and severally, covenant and agree with Purchaser as follows:
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Seller's and Shareholders' Covenants. Seller and Shareholder agree with respect to the Seller's SF Restaurants and the Seller's interests therein that, between the date hereof and the Closing Date, inclusive:
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Seller's and Shareholders' Covenants. Seller and Shareholder, jointly and severally, covenant and agree with Buyer that, from and after the date of this Agreement and until the Closing Date, Seller will conduct the Business in the ordinary course consistent with prior practice and subject to the following provisions and limitations:
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Seller's and Shareholders' Covenants. The Seller and Shareholders hereby covenant and agree that the Seller, Shareholders and any Related Party shall not, in any manner during the Noncompete Period, directly or indirectly, engage in, have any equity or profit interest in, make any loan to or for the benefit of, or render services (of any advertising, marketing, sales, administrative, supervisory, consulting or any other nature) to, any business which engages in the Seller Activities in the Territory without the prior written consent of Purchaser and shall not employ or solicit to employ any of the Sales Representatives. Notwithstanding the foregoing, Seller may distribute or sell during the Noncompete Period products that compete with any of the products that are presently distributed by Seller and manufactured by Pall (the "Competing Products"), but only if prior to such distribution or sale by Seller, Seller grants to Purchaser the right to be the exclusive distributor of the Competing Products within the United States for the entire period of time that Seller has the right to distribute or sell the Competing Products.
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Seller's and Shareholders' Covenants 
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Related to Seller's and Shareholders' Covenants

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

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

  • Buyer’s Covenants Buyer hereby covenants as follows:

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Selling Stockholders’ Documents On the date hereof, the Company and the Selling Stockholders shall have furnished for review by the Representatives copies of the Powers of Attorney and Custody Agreements executed by each of the Selling Stockholders and such further information, certificates and documents as the Representatives may reasonably request.

  • Owner’s Covenants 13.1. The Owner covenants the following to the Lessee: 13.1.1. That the Lessee shall peaceably hold and enjoy the Leased Apartment during the Term of this Agreement and the Owner shall not interrupt or interfere with the Lessee’s lawful occupation, enjoyment or use of the Leased Apartment other than in an emergency or in the normal and lawful process of exercising or implementing the Owner’s rights and obligations under this Agreement. 13.1.2. To keep the Leased Apartment, and the Owner’s contents (if any), insured for such sums and on such terms as the Owner feels appropriate against fire and other risks normally covered by a comprehensive property insurance policy and any other such risks as the Owner considers necessary from time to time. 13.1.3. Except as otherwise herein provided, to keep the Leased Apartment and all internal parts thereof in good and substantial structural condition. 13.1.4. To take reasonable steps to ensure that the Leased Apartment, the installations therein for supply of water and electricity, and for sanitation, are safe, in proper working order and in repair both at commencement of, and during the term of, this Agreement. 13.1.5. To take reasonable steps to ensure that all smoke alarms, and security equipment (e.g. security cameras, security alarm system, etc) are kept in proper working order and in repair throughout the duration of this Agreement. 13.1.6. That all consents necessary to enable the Owner to enter into this Agreement (whether from superior landlords, mortgagees, insurers or others) have been obtained.

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those issuable to the selling shareholders upon conversion of the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

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