Buyer Covenants definition

Buyer Covenants to “Buyer and Seller Covenants”. The current text of Article 19 shall be renumbered as Section 19.1 with the heading “Buyer Covenants”.
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Buyer Covenants has the meaning set forth in Section 6.1.
Sample 1

Examples of Buyer Covenants in a sentence

  • For clarity, as of the Effective Date, Buyer and the other Buyer Indemnified Parties shall have no further obligations under the Purchase Agreement, as amended hereby, other than under the Surviving Buyer Covenants (but only for so long as the Surviving Buyer Covenants survive pursuant to the Purchase Agreement).

  • Sellers hereby represent and warrant that they do not have knowledge of any Claims or potential Claims against Buyer or any other Buyer Indemnified Party under the Surviving Buyer Covenants.

  • This Section shall survive the Closing and transfer of the TIC Interests, except that Buyer’s obligation set forth in clause (i) above shall only survive for one hundred fifty (150) days following the Closing Date and Seller shall have no claim against Buyer for the breach of any Buyer Covenants and Representations if such claim is not made within one hundred fifty (150) days after Closing.

  • As of Closing, all the Buyer Representations and Warranties shall be true and all the Buyer Covenants shall be complied with and performed in all material respects.

  • In the event, subsequent to the Closing Date but prior to August 1, 2007 and provided compliance by Buyer with the Buyer Covenants (as hereinafter defined), Supply Chain Alliance, Inc.

  • Buyer Covenants Regarding Nondisclosure; Inspection...............

Related to Buyer Covenants

  • Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

  • Survival Period has the meaning set forth in Section 11.1.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Survival Date has the meaning set forth in Section 9.1.

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Purchaser Default has the meaning set forth in Section 11.2(a).

  • Seller Ancillary Documents means each agreement, document, instrument or certificate to be delivered by Seller, or its Affiliates, at the Closing pursuant to Section 3.2 and each other document or Contract entered into by Seller, or its Affiliates, in connection with this Agreement or the Closing.

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Due Diligence Period has the meaning set forth in Section 4.1(a).

  • Buyer Parties means Buyer, Owner, the Lenders and each of their Affiliates and all of their respective directors, officers, agents, advisors, engineers, contractors, consultants, representatives, assigns, employees and any other Person acting on behalf of any of them or in representation, interest, benefit thereto.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1(a) and Section 3.1(b) (Organization and Qualification), Section 3.2(a), Section 3.2(c) and Section 3.2(f) (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.8(a) (No Company Material Adverse Effect) and Section 3.17 (Brokers).

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Buyer Default means an Event of Default of Buyer.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Representations and Warranties means the representations and warranties mentioned in Clause 4 hereto;

  • Seller Fundamental Representations means the representations and warranties set forth in Section 6.1 (Organization, Good Standing and Qualification of Seller), Section 6.2 (Authorization; Enforceability), Section 6.10 (Title to Purchased Assets) and Section 6.26 (Brokerage Commission).

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 5.1 (Authority; Enforceability), Section 5.3 (Organization) and Section 5.7 (Brokers).

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Defects Liability Period (Warranty Period) means the period stated in the Schedule A Special Stipulations, following the taking over, during which the Contractor is responsible for making good defects and damage in accordance with Clause 15.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.