Undertakings of Seller Sample Clauses

Undertakings of Seller. 1.1 The Seller undertakes to procure and ensure that, between the date of this Agreement and Closing, the Seller: 1.1.1 shall not dispose of any of the IT System to any other third party; 1.1.2 shall not create any Encumbrance over any of the IT System; 1.1.3 shall consult with the Purchaser in relation to all material matters concerning the IT System; and 1.1.4 shall consult with such representatives and advisers of the Purchaser with respect to any action which may materially affect the IT System. 1.2 The Seller further undertakes to procure and ensure that IT System shall comply with all terms, conditions and requirements of the licences, Law and/or any other obligations. 1.3 The Seller covenants and undertakes with the Purchaser to keep Purchaser fully indemnified against all liabilities, actions, proceedings, costs which may be imposed on the IT System.
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Undertakings of Seller. Seller shall, within Ten (10) days from the Effective Date, deliver to the Buyer the following documents (the “Submittals”): (a) To be marked Exhibit “B”, an itemized inventory of all PERSONALTY, listing thereon any and all liens applicable thereto (which due date shall coincide with the Inspection Period). (b) To be marked Exhibit “C”, copies of all engineering reports, traffic studies, plans, specifications, artist renderings, photographs, certificates of occupancy, and other documentation pertaining to the construction, operation, maintenance and/or use of the Property (including contracts and warranties, if any) as may be in the possession of Seller, or readily obtained from any consultant or agent of Seller. (c) To be marked Exhibit “D”, copies of all notices of violation from any party relating to the Property known to Seller. (d) To be marked Exhibit “E”, copies of the Permitted Exceptions. ALL EXHIBITS AS HEREIN ABOVE SET FORTH SHALL BE DEEMED AS INCORPORATED HEREIN.
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Undertakings of Seller. Seller covenants and agrees that from and after the date of this Agreement and until the Closing, the Corporation shall not: change, modify or amend its corporate structure or its certificate of incorporation, by-laws or other organizational documents; make any change in the amount of its authorized or issued shares or redeem, purchase or otherwise acquire any of its capital stock; extend the time for payment, modify or otherwise amend the terms of the Note; in any manner sell or encumber the properties or appurtenances owned by it; make any commitment for compensation for services to any of its officers or directors; enter into any transaction, contractual arrangement or obligation, or incur any expenses other than in the ordinary course of business; make or enter into any lease of the Property or terminate, modify or amend any lease thereof; make any agreement of employment or increase compensation payable or paid by the Corporation to any of its employees or agents; default under the Note or any agreement to which the Corporation is a party or in the maintenance of all policies of insurance in effect; default in the filing of any reports or returns due to any Mexican or foreign authority; or engage in any practice or 24 take any action outside of the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency). In addition, Seller shall (i) operate the business of the Corporation only in the normal and ordinary manner consistent with past practice; (ii) operate and manage the Property in the ordinary course of business and in the same manner operated and managed to date and perform such necessary repairs and replacements so that the Property is in the condition required hereunder; (iii) maintain all services in connection with the Property as presently maintained; (iv) not cause or permit any waste or nuisance to or against the Property; (v) pay in full when due and payable all bills and invoices for labor, goods, materials and services of any kind relating to the Property; and (vi) pay when due and payable all installments due under the Note. Seller will cause the Corporation to keep its business and properties substantially intact, including its present operations, physical facilities, working conditions and relationships with lessors, lessees, suppliers, vendors and employees.
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Undertakings of Seller. Seller undertakes: a) to comply with all applicable Legal Requirements; b) to apply for and use reasonable endeavours to obtain, in each case prior to the date that such Authorisations are required by Seller to ensure that Seller is not to be in breach of any Legal Requirement in performing this Agreement, and to keep in force all Authorisations required to be in Seller’s name for the operation of the Plant and any other of its obligations under this Agreement. c) to indemnify Purchaser against all reasonable costs incurred by Purchaser in the discharge of its obligations under Clause 11.3(b); d) to secure that the Plant is constructed in accordance with the Functional Specification and is operated and maintained in accordance with Prudent Operating Practice, all Insurances, the all Legal Requirements and the terms of this Agreement (including without limitation the Operating and Despatch Procedures in Part C of Schedule 5); and e) to operate and maintain the individual Units and Plant in such a manner so as not to have an adverse effect on the Purchaser System.
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Undertakings of Seller. 2.1. Seller will sell Polestar Vehicles to Purchaser on the terms set out in this Sale & Purchase Agreement. For the avoidance of doubt, the importation process is carried out by Seller prior to the sale to Purchaser. 2.2. The obligation of Seller to sell Polestar Vehicles may be met by supplying Polestar Vehicles directly from or through any of Seller’s Affiliates. 2.3. Seller will timely, provide all information, documentation and data, related to the importation process, necessary to ensure compliance with all applicable laws and regulations for the distribution of Polestar Vehicles in the Territory.
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Undertakings of Seller. 3.1. Seller will sell Polestar Vehicles to Importer on the terms and conditions of this Importer Agreement. 3.2. Seller will timely, provide all information, documentation and data necessary to ensure compliance with all applicable laws and regulations for import into the Territory. 3.3. Seller will cause Distributor to purchase the Polestar Vehicles from Importer upon entry into the Territory.
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Undertakings of Seller. Seller undertakes: a) to comply with all applicable Legal Requirements; b) to apply for and use reasonable endeavours to obtain, in each case prior to the date that such Authorisations as are required by Seller to ensure that Seller is not in breach of any Legal Requirement in performing this Agreement, and to keep in force all Authorisations required to be in Seller’s name for the operation of the Plant and any other of its obligations under this Agreement. c) to indemnify Purchaser against all reasonable costs incurred by Purchaser in the discharge of its obligations under clause 11.3(b) and this amount shall be capped at[ ] d) to secure that the Plant is constructed in accordance with the Functional Specification and is operated and maintained in accordance with Prudent Operating Practice, all Insurances, all Legal Requirements and the terms of this Agreement (including without limitation the Operating and Dispatch Procedures in Part C of Schedule 5); e) to use all reasonable endeavours to avoid financing parties exercising step-in rights ; f) to prepare accounts in accordance with the relevant accounting standards ;and g) to operate and maintain the individual Units and Plant in such a manner so as not to have an adverse effect on the Purchaser System.
Sample 1
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Undertakings of Seller. 9.1 SELLER shall promptly notify BUYER, and similarly BUYER shall notify SELLER, of all information coming into its possession regarding the Products or any of the Products concerning unexpected side-effects, injury, toxicity or sensitivity reactions including unexpected incidence and severity of unknown side-effects associated with commercial or clinical research uses to be definitely attributable to such Products. SELLER shall timely supply BUYER with a copy of any Post Marketing Surveillance reports and BUYER shall be free to use said report for any business, also other then the one relating to the Products. After the Effectiveness date, SELLER shall cease to update the PMS reports related to the Products and such task shall be accomplished by BUYER. If necessary, SELLER shall cooperate with BUYER in the fulfilment of such task. 9.2 The PARTIES agree that the transfer of the Ongoing Business to BUYER will have to be handled in a manner which will guarantee a smooth transition. In order to guarantee such a smooth transition, SELLER undertakes to offer its maximum cooperation, offering in particular, but not limited to, for a period up to the end of July 2002, the gratuitous use of its office, any assistance with regard to the individuation of the documentation to be given to, or otherwise necessary for, BUYER and with regard to the data export from the software used by SELLER to the one used by BUYER. 9.3 SELLER, if so requested, also undertakes to invoice, according to the indications received by BUYER, in the name and on behalf of the latter, all Products sold by BUYER in Italy to third parties and delivered by the contractual partners to the Deposit Contracts up to expiry of the relevant contracts. Such service to be rendered by SELLER shall be paid by BUYER on a cost reimbursement basis to be agreed by the PARTIES. 9.4 SELLER further undertakes to actively cooperate with BUYER with the logistic supply of Products to all deposits related to the Deposit Contracts up to the expiry of such contracts. 9.5 SELLER undertakes to change its current company name within 30 (thirty) days after Closing Date into another one, which will not create any confusion with BUYER's commercial denomination. 9.6 With respect to the time lapse between Closing Date and Effectiveness Date, SELLER undertakes not to significantly increase its current liabilities towards, banks, supplier, any other financial institution (including, but not limited to, leasing companies) or lender...
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Related to Undertakings of Seller

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

  • Responsibilities of Seller Anything herein to the contrary notwithstanding, the exercise by Agent, the Purchaser Agents and the Purchasers of their rights hereunder shall not release Servicer, any Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

  • Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

  • Deliveries of Seller At Closing, Seller shall deliver to Buyer the following, and, as appropriate, all instruments shall be properly executed and conveyance instruments to be acknowledged in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to such Closing):

  • Obligations of Seller The obligations of the Seller under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

  • Representations of Seller The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • Assets and Liabilities At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

  • Assumed Liabilities On the Closing Date, Buyer or the UniSource Designee acquiring the Assets shall deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer or such UniSource Designee shall assume and agree to discharge when due, without recourse to Seller, in accordance with the respective terms and subject to the respective conditions thereof, all of the Assumed Liabilities. All of the following liabilities and obligations of Seller or Buyer which relate to, or arise by virtue of Seller's or Buyer's ownership of the Assets or operation of the Business (other than Excluded Liabilities) are referred to collectively as the "Assumed Liabilities": (a) all liabilities and obligations of Seller or Buyer arising on or after the Closing Date under the Assigned Agreements, the Real Property Leases, and the Transferable Permits in accordance with the terms thereof, including, without limitation, the Assigned Agreements entered into by Seller (i) prior to the date hereof and (ii) after the date hereof consistent with the terms of this Agreement, except in each case to the extent such liabilities and obligations, but for a breach or default by Seller, would have been paid, performed or otherwise discharged on or prior to the Closing Date and are not otherwise included among the items causing an adjustment to the Base Purchase Price contemplated in Section 3.3 or to the extent the same arise out of any such breach or default or out of any event which after the giving of notice or passage of time or both would constitute a default by Seller; (b) all liabilities and obligations of Seller for accounts payable to the extent included among the items causing an adjustment to the Base Purchase Price contemplated in Section 3.3; (c) all liabilities and obligations associated with the Assets or the Business in respect of Taxes for which Buyer is liable pursuant to Section 3.4 or 6.10(a) hereof; (d) all liabilities and obligations of Seller or Buyer with respect to the Transferred Employees incurred on or after the Closing Date for which Buyer is responsible pursuant to Section 6.12; (e) all liabilities, responsibilities and obligations of Seller or Buyer arising under Environmental Laws or relating to Environmental Conditions or Regulated Substances (including common law liabilities relating to Environmental Conditions and Regulated Substances), whether such liability, responsibility or obligation is known or unknown, contingent or accrued as of the Closing Date, including but not limited to: (i) costs of compliance (including capital, operating and other costs) relating to any violation or alleged violation of Environmental Laws occurring prior to, on or after the Closing Date, with respect to the ownership of the Assets or operation of the Business; (ii) property damage or natural resource damage (whether such damages were manifested before or after the Closing Date) arising from Environmental Conditions or Releases of Regulated Substances at, on, in, under, adjacent to, or migrating from any Assets prior to, on or after the Closing Date; (iii) any Remediation (whether or not such Remediation commenced before the Closing Date or commences after the Closing Date) of Environmental Conditions or Regulated Substances that are present or have been Released prior to, on or after the Closing Date, at, on, in, adjacent to or migrating from the Assets; (iv) any violations or alleged violations of Environmental Laws occurring on or after the Closing Date with respect to the ownership of any Assets or operation of the Business; (v) any bodily injury or loss of life arising from Environmental Conditions or Releases of Regulated Substances at, on, in, under, adjacent to or migrating from any Asset on or after the Closing Date; (vi) any bodily injury, loss of life, property damage, or natural resource damage arising from the storage, transportation, treatment, disposal, discharge, recycling or Release, at any Off-Site Location, or arising from the arrangement for such activities, on or after the Closing Date, of Regulated Substances generated in connection with the ownership of the Assets or the operation of the Business; and (vii) any Remediation of any Environmental Condition or Release of Regulated Substances arising from the storage, transportation, treatment, disposal, discharge, recycling or Release, at any Off-Site Location, or arising from the arrangement for such activities, on or after the Closing Date, of Regulated Substances generated in connection with the ownership or operation of the Assets; provided, that nothing set forth in this Section 2.3 shall require Buyer to assume any liabilities, responsibilities or obligations that are expressly excluded in Section 2.4; (f) any Tax that may be imposed by any federal, state or local government on the ownership, sale (except as otherwise provided in Section 3.4 or 6.10(a)), operation of the Business or use of the Assets on or after the Closing Date, except for any Income Taxes attributable to the income of Seller; (g) all liabilities and obligations of Seller or Buyer arising on and after the Closing Date under those Orders specifically relating to the Assets or the Business issued by or entered into with any Governmental Authority and listed in Schedule 2.3(g) or imposed on Buyer in any Required Regulatory Approval; (h) customer advances, customer deposits and construction advances, unperformed service obligations, Easement relocation obligations, and engineering and construction required to complete scheduled construction, construction work in progress, and other capital expenditure projects, in each case directly related to the Business and outstanding on or arising after the Closing Date; and (i) actions and proceedings based on conduct, actions, circumstances or conditions arising or occurring on or after the Closing Date, actions and proceedings described in Schedule 2.3(i), actions and proceedings arising from or directly related to any other Assumed Liability, and generic or industry-wide actions and proceedings outstanding on or arising on or after the Closing Date that are applicable to the Business.

  • Obligations of and Services to be Provided by the Sub-Advisor The Sub-Advisor will: (a) Provide investment advisory services, including but not limited to research, advice and supervision for the Allocated Assets of each Series. (b) Furnish to the Board of Directors of the Fund for approval (or any appropriate committee of such Board), and revise from time to time as conditions require, a recommended investment program for each Series consistent with each Series’ respective investment objective(s) and policies and any specific criteria applicable to the Allocated Assets. (c) Implement the approved investment program for the Allocated Assets by placing orders for the purchase and sale of securities without prior consultation with the Manager and without regard to the length of time the securities have been held, the resulting rate of portfolio turnover or any tax considerations, subject always to the provisions of the Fund’s registration statement, Articles of Incorporation and Bylaws and the requirements of the 1940 Act, as each of the same shall be from time to time in effect. (d) Advise and assist the officers of the Fund, as requested by the officers, in taking such steps as are necessary or appropriate to carry out the decisions of its Board of Directors, and any appropriate committees of such Board, regarding the general conduct of the investment business of each Series. (e) Maintain, in connection with the Sub-Advisor’s investment advisory services provided to the Allocated Assets, compliance with the 1940 Act and the regulations adopted by the SEC thereunder and the Series’ investment strategies and restrictions as stated in the Fund’s prospectus and statement of additional information and any specific criteria applicable to the Allocated Assets. (f) Report to the Board of Directors of the Fund at such times and in such detail as the Board of Directors may reasonably deem appropriate in order to enable it to determine that the investment policies, procedures and approved investment program of each Series (and any specific criteria applicable to the Allocated Assets) are being observed. (g) Upon request, provide assistance and recommendations for the determination of the fair value of certain securities when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Fund’s Board of Directors. (h) Furnish, at its own expense, (i) all necessary investment and management facilities, including salaries of clerical and other personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment advisory affairs of each Series. (i) Open accounts with Foreign Account Tax Compliance Act compliant broker-dealers and futures commission merchants (“broker-dealers”), select broker-dealers to effect all transactions for each Series, place all necessary orders with broker‑dealers or issuers (including affiliated broker-dealers), and negotiate commissions, if applicable. To the extent consistent with applicable law, purchase or sell orders for each Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Sub-Advisor. In such event allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub‑Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to other clients. The Sub-Advisor will report on such allocations at the request of the Manager, the Fund or the Fund’s Board of Directors providing such information as the number of aggregated trades to which each Series was a party, the broker-dealers to whom such trades were directed and the basis for the allocation for the aggregated trades. The Sub-Advisor shall use its best efforts to obtain execution of transactions for each Series at prices which are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. However, the Sub-Advisor may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Sub-Advisor. To the extent consistent with applicable law, the Sub-Advisor may pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission or dealer spread another broker or dealer would have charged for effecting that transaction if the Sub-Advisor determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such broker or dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Advisor and its affiliates have with respect to each Series as well as to accounts over which they exercise investment discretion. Not all such services or products need be used by the Sub-Advisor in managing the Allocated Assets. In addition, joint repurchase or other accounts may not be utilized by the Series except to the extent permitted under any exemptive order obtained by the Sub-Advisor provided that all conditions of such order are complied with. (j) Maintain all accounts, books and records with respect to the Allocated Assets as are required of an investment advisor of a registered investment company pursuant to the 1940 Act and Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules thereunder, and furnish the Fund and the Manager with such periodic and special reports as the Fund or the Manager may reasonably request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Advisor hereby agrees that all records that it maintains for each Series are the property of the Fund, agrees to preserve for the periods described by Rule 31a-2 under the 1940 Act any records that it maintains for the Series and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Fund any records that it maintains for a Series upon request by the Fund or the Manager. The Sub-Advisor has no responsibility for the maintenance of Fund records except insofar as is directly related to the services the Sub-Advisor provides to a Series. (k) Observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Advisor’s Code of Ethics adopted pursuant to that Rule as the same may be amended from time to time. The Manager acknowledges receipt of a copy of the Sub-Advisor’s current Code of Ethics. The Sub-Advisor shall promptly forward to the Manager a copy of any material amendment to the Sub-Advisor’s Code of Ethics along with certification that the Sub-Advisor has implemented procedures for administering the Sub-Advisor’s Code of Ethics. (l) From time to time as the Manager or the Fund may request, furnish the requesting party reports on portfolio transactions and reports on investments held by a Series, all in such detail as the Manager or the Fund may reasonably request. The Sub-Advisor will make available its officers and employees to meet with the Fund’s Board of Directors at the Fund’s principal place of business on due notice to review the investments of a Series. (m) Provide such information as is customarily provided by a sub-advisor, or as may be required or reasonably requested by the Manager, for the Fund or the Manager to comply with their respective obligations under applicable laws, including, without limitation, the Internal Revenue Code of 1986, as amended (the “Code”), the 1940 Act, the Advisers Act, the Securities Act of 1933, as amended (the “Securities Act”), and any state securities laws, and any rule or regulation thereunder. Such information includes, but is not limited to: the Sub-Advisor’s compliance manual and policies and procedures adopted to comply with Rule 206(4)-7 of the Advisers Act; the Sub-Advisor’s most recent annual compliance report or a detailed summary of such report; timely and complete responses to all Quarterly Compliance Questionnaires (including the identification of any material compliance maters and a copy of any material changes to the Sub-Advisor’s Rule 206(4)-7 compliance policies and procedures, marked to show changes along with a written summary of the purpose of each such change); Annual Proxy Voting Questionnaires; Annual Best Execution and Soft Dollar Questionnaires, and responses to all other requests from the Manager. The Sub-Advisor agrees to make available for the Manager’s review all deficiency letters issued by the SEC together with all responses given by Sub-Advisor to such letters. The Sub-Advisor will advise the Manager of any material changes in the Sub-Advisor’s ownership within a reasonable time after any such change. (n) Vote proxies received on behalf of each Series (with respect to the portion thereof allocated to the Sub-Advisor) in a manner consistent with the Sub-Advisor’s proxy voting policies and procedures and provide a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Series to file Form N-PX as required by SEC rule. (o) Respond to tender offers, rights offerings and other voluntary corporate action requests affecting securities held by each Series (with respect to the portion thereof allocated to the Sub-Advisor) and complete and file notices of claims in connection with class action lawsuits concerning securities owned by the Fund (with respect to the portion of each Series thereof allocated to the Sub-Advisor). (p) Cooperate with the Manager in its performance of quarterly and annual tax compliance tests to monitor the Series’ compliance with Subchapter M of the Code and Section 817(h) of the Code. If it is determined by the Manager or its tax advisors that the Series is not in compliance with the requirements imposed by the Code, the Sub-Advisor, in consultation with the Manager and its tax advisors, will take prompt action to bring the Series back into compliance with the time permitted under the Code.

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

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