Transaction Covenants Sample Clauses

Transaction Covenants. Blackstone hereby covenants that (i) at the Closing Xxxxxx shall be a wholly-owned subsidiary of HoldCo and (ii) from the date hereof to the earlier of (A) the Closing Date and (B) the termination of the Purchase Agreement pursuant to Section 7.1 therein, the Blackstone Funds shall (and shall cause Blackstone (as defined in the LLC Agreement), HoldCo and its and their Affiliates to) comply with Section 3.3(c) of the LLC Agreement as set forth therein and as if the Blackstone Funds are the “Company” and “Blackstone” thereunder.
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Transaction Covenants. The Loan Parties shall comply with the transaction covenants set forth in the Side Letter Agreement, dated as of the date hereof and executed by Parent and incorporated herein for all purposes (the “Side Letter Agreement”).
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Transaction Covenants. (a) Subject to Section 5.05(b), Inco shall not amend, vary or waive (i) any condition precedent in the Support Agreement to the making of the Tender Offer or (ii) any condition precedent to the completion of the Tender Offer specified therein (in each case, other than in connection with any extension of time required to satisfy any condition precedent) without the prior written approval of the Majority Lenders, acting reasonably and as promptly as practicable in the circumstances, as provided below. Upon the making of any such amendment or variation to or waiver of any condition precedent to the Tender Offer which has been so approved, or which does not require any such approval, the equivalent condition precedent in Schedule F shall be deemed to have been amended in the same manner. (b) The approval of the Majority Lenders, acting reasonably, shall be required for any amendment, or variation to any of (i) the conditions specified in paragraphs (A), (B), (D), (F), (H), (I), (J) and (L) of Schedule F hereof and (ii) the conditions specified in (C), (E), (G) or (K) of Schedule F hereof, only if the amendment or variation would have a Material Adverse Effect. The approval of the Majority Lenders, acting reasonably, shall be required for any waiver of the conditions referred to in Section 5.05(b)(i) above (subject also as provided below in respect of the conditions specified in paragraphs (H), (J) and (L) of Schedule F); and in respect of the conditions referred to in Section 5.05(b)(ii) above, only if the waiving of such condition precedent would have a Material Adverse Effect. (c) Inco shall not, without the approval of the Majority Lenders, acting reasonably and as soon as practicable in the circumstances, determine (i) whether the conditions specified in paragraphs (H) or (J) of Schedule F have been satisfied if the circumstances requiring such determination would have a Material Adverse Effect or (ii) whether the condition specified in paragraph (L) of Schedule F has been satisfied, if the circumstances requiring such determination could reasonably be expected to detrimentally affect successful syndication of the Loan Facilities. (d) Inco shall not (i) amend in any material respect any representation or warranty made by Falconbridge in the Support Agreement; or (ii) waive any breach of a material representation or material warranty made by Falconbridge in the Support Agreement, in each case, without approval of the Majority Lenders, acting reasonably and ...
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Transaction Covenants. (i) Americold shall promptly after the Closing Date and the consummation of the Series A Redemption seek to obtain the release of Properties which are at such time encumbered under the Mortgage Indenture to the extent permitted as a result of such Series A Redemption provided that nothing herein shall require Americold to deliver appraisals other than MAI appraisals in connection therewith. (ii) Americold and Joint Venture will effect the JV Mandatory Prepayment as soon as permitted under the financial covenants of the Mortgage Indenture and the Senior Subordinated Indenture. (iii) Promptly (and in any event on or before November 17, 1997) after the date of this Agreement, Americold shall commence the Series B Tender and the Senior Subordinated Tender. Upon consummation of the Series B Tender, Americold shall provide to Agent confirmation of the results thereof. Americold shall promptly after consummation of the Series B Tender seek to obtain the release of Properties which are at such time encumbered under the Mortgage Indenture to the extent permitted as a result of such Series B Tender, provided that nothing herein shall require Americold to deliver appraisals other than MAI appraisals in connection therewith (iv) In the event any Series B Notes remain outstanding upon consummation of the Series B Tender, Americold shall promptly notify the remaining holders of the Series B Notes that the outstanding Series B Notes shall be redeemed on March 1, 1998 or earlier, if permitted. Americold shall promptly after all Series A Notes nd Series B Notes have been redeemed or surrendered for cancellation obtain the release of all Properties subject to the lien of the Mortgage Indenture.
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Transaction Covenants. Pledgor represents and warrants that, in effecting the Transaction, it is not in possession of any material non-public information with respect to the Issuer that, under the U.S. federal securities laws, it would have to disclose in advance to a party effecting a purchase or sale of the Shares.
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Transaction Covenants. (a) The Loan Parties shall continue the process to seek a refinance or sale of the Assets free and clear of all liens, with the refinance amount/purchase price to be paid at closing in cash resulting in the full and indefeasible payment in cash of all of the Obligations and either (x) the full and indefeasible payment in cash of all of the obligations under the Existing Credit Agreement or (y) a discounted payment in cash of all of the obligations under the Existing Credit Agreement that is expressly consented to in writing by the Existing Administrative Agent and the Existing Lenders; (b) The Loan Parties shall continue to (i) maintain and update a virtual data room under the administration of SSG (including, without limitation, providing updated projections and such other information as may be reasonably required by SSG), (ii) identify lenders, investors, strategic and financial buyers for the Loan Parties' Assets and (iii) contact such prospective lenders, investors and purchasers to have them execute a non-disclosure agreement (“NDA”) and register for access to the data room; (c) The Loan Parties shall use their best efforts to set up a competitive auction or other refinance or sales process for the Assets acceptable to the Super Priority Agent; (d) On or before April 24, 2019 (or such later date as may be agreed to by the Super Priority Agent in writing in its sole discretion), (x) the Loan Parties shall disclose to the Super Priority Agent the identities of those parties that have executed an NDA and registered for access to the data room, and (y) the Loan Parties shall deliver to those prospective lenders, investors and purchasers who have executed an NDA, a cover letter and confidential offering memorandum soliciting from such prospective lenders, investors and purchasers offers to refinance or acquire the Loan Parties’ Assets pursuant to a refinance or purchase transaction, which would provide at closing for the full and indefeasible payment in cash of all of the Obligations and either (i) the full and indefeasible payment in cash of all of the obligations under the Existing Credit Agreement or (ii) a discounted payment in cash of all of the obligations under the Existing Credit Agreement that is expressly consented to in writing by the Existing Administrative Agent and the Existing Lenders; 60 502181848 v5 1205867.00001 (e) By May 23, 2019 at 5:00 p.m. (Central Time) (or such later date as expressly agreed by the Super Priority Agent in writing i...
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Transaction Covenants. (a) The Loan Parties shall continue the process to seek a refinancing of the Obligations and of the obligations under the Existing Credit Agreement (a “Refinancing”) or sale of the Assets free and clear of all liens, with the refinancing amount/purchase price to be paid at closing in cash resulting in the full and indefeasible payment in cash of all of the Obligations and a discounted payment in cash of all of the obligations under the Existing Credit Agreement that is expressly consented to in writing by the Existing Administrative Agent and the necessary Existing Lenders; (b) The Loan Parties shall continue to (i) maintain and update a virtual data room under the administration of SSG (including, without limitation, providing updated projections and such other information as may be reasonably required by SSG), and (ii) identify lenders, investors, strategic and financial buyers for the Loan Parties' Assets; (c) The Loan Parties shall continue to use their best efforts to set up a competitive auction or other Refinancing or sales process for the Assets acceptable to the Super Priority Agent; (d) The Loan Parties shall continue to (x) disclose to the Super Priority Agent the identities of those parties that have executed a non-disclosure agreement (“NDA”) and registered for access to the data room, and (y) deliver to those prospective lenders, investors and purchasers who have executed an NDA, a cover letter and confidential 2 502327881 v7 1205867.00001
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Transaction Covenants 
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Related to Transaction Covenants

  • Information Covenants The Borrower will furnish to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice):

  • Nonpetition Covenants (a) Notwithstanding any prior termination of this Agreement, the Servicer and the Seller shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer. (b) Notwithstanding any prior termination of this Agreement, the Servicer shall not, prior to the date that is one year and one day after the termination of this Agreement with respect to the Seller, acquiesce to, petition or otherwise invoke or cause the Seller to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller under any federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator, or other similar official of the Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller.

  • Nonpetition Covenant Each party hereto agrees that, prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) such party hereto shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other Proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of its creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such party shall not commence, join with any other Person in commencing or institute with any other Person, any Proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Section shall survive the termination of this Agreement.

  • Operating Covenants From the Execution Date until the Closing or, if earlier, the termination of this Agreement as contemplated hereby, except (t) as required by this Agreement or any other Transaction Document, (u) as required by any lease, Contract, or instrument listed on any Annex, Disclosure Schedule or Schedule, as applicable, (v) as required by any Applicable Law or any Governmental Authority (including by order or directive of the Bankruptcy Court or fiduciary duty of the board of managers of any Seller or its Affiliates) or any requirements or limitations resulting from the Bankruptcy Cases, (w) to the extent related solely to Excluded Assets and/or Excluded Liabilities, (x) for renewal of expiring insurance coverage in the Ordinary Course of Business, (y) for emergency operations or (z) as otherwise consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) Sellers will: (i) subject to any Bankruptcy Court order to the contrary, operate the Assets in the Ordinary Course of Business; (ii) maintain or cause its Affiliates to maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices; (iii) give written notice to Buyer as soon as is practicable of any material damage or casualty to or destruction or condemnation of any Asset of which Sellers have Knowledge; (iv) use reasonable best efforts to maintain insurance coverage on the Assets in the amounts and types described on Disclosure Schedule 3.10; and (v) use commercially reasonable efforts to maintain or cause its Affiliates to maintain all Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; and (b) no Seller shall: (i) sell, lease or otherwise transfer any Asset, or otherwise voluntarily divest or relinquish any right or asset, other than (A) sales or other dispositions of materials, supplies, machinery, equipment, improvements or other personal property or fixtures in the Ordinary Course of Business which have been replaced with an item of substantially equal suitability and (B) dispositions of Excluded Assets; (ii) enter into any material Contract that if entered into prior to the Execution Date would be required to be listed in Disclosure Schedule 3.05(a) other than (A) Contracts of the type described in Section 3.05(a)(iii) and Section 3.05(a)(viii) entered into in the Ordinary Course of Business (provided that Sellers shall use commercially reasonable efforts to notify Buyer of the terms of any such Contract prior to the execution thereof), (B) confidentiality agreements entered into in accordance with the Bid Procedures Order, (C) contracts or agreements entered into in connection with the Bankruptcy Cases (including any in connection with an Alternative Transaction) and (D) Contracts that would not adversely affect the Assets in any material respect; (iii) amend or modify in any material respect or terminate any Purchased Contract (other than termination or expiration in accordance with its terms) or any Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; (iv) change the methods of accounting or accounting practice by Sellers, except as required by concurrent changes in Applicable Law or GAAP as agreed to by its independent public accountants; or (v) to the extent any of the following would reasonably have the effect of increasing the Non-Income Tax liability of Buyer for any period after the Closing Date, (A) make any settlement of or compromise any Non-Income Tax liability with respect to the Assets, (B) change any Non-Income Tax election or Non-Income Tax method of accounting or make any new Non-Income Tax election or adopt any new Non-Income Tax method of accounting with respect to the Assets; (C) surrender any right to claim a refund of Non-Income Taxes with respect to the Assets; or (D) consent to any extension or waiver of the limitation period applicable to any Non-Income Tax claim or assessment with respect to the Assets.

  • Interim Covenants (a) Except with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), as otherwise contemplated or permitted by this Agreement or as required by the Bankruptcy Code or other applicable Law, during the period prior to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From the date hereof through the Closing Date, or as otherwise required by applicable Law, Seller shall use commercially reasonable efforts to: (i) maintain the Purchased Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in respect of the Purchased Assets; (ii) preserve intact the Yu-Gi-Oh! Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations; (iii) upon any damage, destruction or loss to any Purchased Asset, apply any insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law; (iv) promptly advise Purchaser in writing of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse Change; and (v) consult with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, Seller shall not, without the prior written consent of Purchaser: (i) enter into, terminate or amend or reject any of the Transferred Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, transfer or otherwise dispose of any of the Purchased Assets; (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) dispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (vii) subject any Purchased Assets to any Liens; (viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assets; or (ix) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoing. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Agreements.

  • Financial Condition Covenants The Borrower shall not:

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

  • Closing Covenants The Purchaser agrees with the Vendor that after closing he:

  • REPORTING COVENANTS The Borrower agrees with the Lenders, the Issuers and the Administrative Agent to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

  • Joint Covenants Buyer and Seller hereby covenant and agree as follows:

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