Covenants and Other Agreements Sample Clauses
The "Covenants and Other Agreements" clause sets out the ongoing promises and obligations that each party agrees to uphold throughout the duration of the contract. These may include requirements such as maintaining certain standards, providing regular reports, refraining from specific actions, or taking affirmative steps to support the contract’s objectives. By clearly outlining these continuing duties, the clause ensures both parties understand their responsibilities, thereby reducing the risk of misunderstandings and helping to maintain the intended relationship between the parties.
Covenants and Other Agreements. Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.
Covenants and Other Agreements. Seller shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.
Covenants and Other Agreements. (a) The Company covenants and agrees with the Underwriters as follows:
(i) During the period beginning on the date hereof and ending on the later of the Closing Date or such date, as reasonably determined by the Underwriters, the Final Prospectus is no longer required by law to be delivered in connection with sales by an underwriter or dealer (the “Prospectus Delivery Period”), prior to amending or supplementing the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, the Company shall furnish to the Representative for review and comment a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Representative reasonably objects; provided that no report or other document reasonably determined by the Company or its counsel to be required to be filed or furnished by the Company under the Exchange Act after the date of this Agreement shall be considered an amendment or supplement to the Registration Statement, Time of Sale Disclosure Package or the Final Prospectus for purposes of this subsection (i).
(ii) From the date of this Agreement until the end of the Prospectus Delivery Period, the Company shall promptly advise the Representative in writing (A) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (B) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Time of Sale Disclosure Package, Final Prospectus or any Issuer Free Writing Prospectus, (C) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending its use or the use of the Time of Sale Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time during the Prospectus Delivery Period, the Company will use its reasonable efforts to obtain the lifting of such order at the earliest possible mom...
Covenants and Other Agreements. 10 ARTICLE 6
Covenants and Other Agreements. 4.1 Conduct of Business of Hold Co, the Company and its Subsidiaries. During the period from the date hereof and continuing until the earlier of the termination of this Agreement and the Effective Time:
(a) Other than as required by the Drop Down Agreement and the Hold Co Merger Agreement, Hold Co and the Company shall, and shall cause each of their Subsidiaries (other than the Spin-Off Subsidiary and its Subsidiaries) to, (i) use their commercially reasonable efforts to conduct the Project Business and each Project Company Business in the ordinary course of business (except to the extent expressly provided otherwise in this Agreement or as consented to in writing by Parent); (ii) (x) use commercially reasonable efforts to pay all of its debts and Taxes when due, subject to good faith disputes over such debts or Taxes, and (y) to pay or perform its other obligations when due, except, with respect to obligations not Related to the Project Business, to the extent there are negotiations to modify the payment terms of such obligations; and (iii) use commercially reasonable efforts to preserve intact its present business organizations, keep available the services of the Project Employees, preserve its relationships with customers, development partners, suppliers, distributors, licensors, licensees and others having business dealings with it and, subject to compliance with Sections 4.1(d) and 4.1(e), avoid any Project Contract lapses or terminations as a result of a failure of Hold Co, the Company or any of their respective Subsidiaries to take appropriate action in the ordinary course of business;
(b) The Company shall promptly notify Parent of any event or development, which, individually or in the aggregate with any other event or development, is reasonably likely to cause any of the conditions to closing set forth in Article 5 not to be satisfied; provided that in no event shall Parent be entitled to make a claim for indemnification under Section 7.2(a)(ii) for a breach of this Section 4.1(b) after Closing;
(c) Hold Co shall not, and Hold Co and the Company shall cause the Spin-Off Subsidiary not to, enter into any Contract, conduct any business, acquire any asset or incur any Liability that is Related to the Project Business;
(d) Hold Co and the Company shall not, and shall cause the Spin-Off Subsidiary and its Subsidiaries not to, do, cause or permit any act, including entering into any Contract, that would reasonably be expected to cause the Company, any ...
Covenants and Other Agreements. Buyer shall have performed, in all respects, its covenants and agreements herein on or prior to the applicable Conversion Date;
Covenants and Other Agreements. Section 5.01.
Covenants and Other Agreements. Section 5.01. PRE-CLOSING COVENANTS OF TWO HARBORS LLC. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement or the other applicable Formation Transaction Documentation, Two Harbors LLC shall cause Two Harbors Property to use commercially reasonable efforts to conduct its business and operate and maintain the Properties in the ordinary course of business consistent with past practice, continue to fund the trust accounts of its property managers to fund operating and renovation costs in a manner consistent with past practice, pay its obligations as they become due and payable, and use commercially reasonable efforts to preserve intact its current business organizations and preserve its relationships with customers, tenants, suppliers and others having business dealings with it, in each case consistent with past practice. In addition, and without limiting the generality of the foregoing, during the period from the date hereof to the Closing Date and except in connection with the Formation Transactions, Two Harbors and Two Harbors LLC shall not permit Two Harbors Property or any Subsidiary of Two Harbors Property without the prior written consent of the REIT, which consent may be withheld by the REIT in its sole discretion, to:
(a) Issue, deliver, sell transfer, dispose, mortgage, pledge, assign or otherwise encumber, or cause the issuance, delivery, sale, transfer, disposition, mortgage, pledge, assignment or other encumbrance of, any limited liability company or other equity interests in Two Harbors Property or any Subsidiary of Two Harbors Property or any other assets or Properties of Two Harbors Property;
(b) Cause or permit Two Harbors Property or its Subsidiaries to: file an entity classification election pursuant to Treasury Regulation Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) to treat Two Harbors LLC or any of its Subsidiaries as an association taxable as a corporation for United States federal income tax purposes (or make any comparable election for state purposes); make or change any other Tax elections; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; change any annual Tax accounting period; adopt or change any method of Tax accounting; file any amended Tax return; enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax; surrender...
Covenants and Other Agreements. The parties hereto covenant and agree as follows: 6.1
Covenants and Other Agreements. The Parties covenant and agree as follows: