COVENANTS OF SELLER definition

COVENANTS OF SELLER. Seller covenants as follows:
Sample 1

Examples of COVENANTS OF SELLER in a sentence

  • COVENANTS OF SELLER 8 SECTION 4.1 Protection of Title of Purchaser 8 SECTION 4.2 Other Liens or Interests 9 SECTION 4.3 Costs and Expenses 10 SECTION 4.4 Indemnification 10 ARTICLE V.

  • COVENANTS OF SELLER 8 SECTION 4.1 Protection of Title of Purchaser 8 SECTION 4.2 Other Liens or Interests 10 SECTION 4.3 Costs and Expenses 10 SECTION 4.4 Indemnification 10 ARTICLE V.

  • COVENANTS OF SELLER 8 SECTION 4.1 Protection of Title of Purchaser 8 SECTION 4.2 Other Liens or Interests 9 SECTION 4.3 Costs and Expenses 9 SECTION 4.4 Indemnification 9 ARTICLE V.

  • COVENANTS OF SELLER 8 SECTION 4.1 Protection of Title of Purchaser.

  • Reservation of Rights 18 ARTICLE FIVE COVENANTS OF SELLER Section 5.01.

  • AT THE CLOSING BUYER SHALL HAVE INDEPENDENTLY CONFIRMED, SUBJECT TO THE SELLER REPRESENTATIONS AND COVENANTS SET FORTH HEREIN AND ANY REPRESENTATIONS AND COVENANTS OF SELLER SET FORTH IN ANY DOCUMENT DELIVERED BY SELLER AT THE CLOSING, TO ITS SATISFACTION ALL INFORMATION THAT IT CONSIDERS MATERIAL TO ITS PURCHASE OF THE PROPERTY, INCLUDING WITHOUT LIMITATION THE EXISTENCE OF ANY AND ALL MUNICIPAL FEES, CHARGES, OR OTHER LIABILITIES THAT MAY EXIST WITH RESPECT TO THE PROPERTY.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER.......

  • COVENANTS OF SELLER 8 SECTION 4.1 Protection of Title of Purchaser 8 SECTION 4.2 Other Liens or Interests 9 SECTION 4.3 Costs and Expenses 9 SECTION 4.4 Indemnification 10 ARTICLE V.

  • Seller hereby confirms that it is not insolvent as of the Effective Dateof this Contract.8. COVENANTS OF SELLER 8.1 Seller hereby covenants to Purchaser as follows: A.

  • Selling, General and Administrative Expenses Selling, general and administrative expenses ("SG&A") include advertising, marketing, selling (including commissions), research and development, customer service, depreciation related to assets outside the manufacturing and distribution processes and all other general and administrative expenses outside the manufacturing and distribution functions (e.g., finance, human resources, and information technology).

Related to COVENANTS OF SELLER

  • Covenants means the covenants set forth in Section 4 of this Agreement. To acknowledge your agreement to and acceptance of the terms and conditions of this Agreement, please sign below in the space provided within five (5) days of the date of this Agreement and return a signed copy to my attention. If the Agreement is not signed and returned within (5) days, the terms and conditions of this Agreement will be deemed withdrawn. Sincerely, MEDQUIST INC. By: Xxxxx X. Xxxxxxx President Accepted and Agreed:

  • Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;

  • Seller Warranties means the warranties given by the Seller in Schedule 3;

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • Negative Covenants means any negative or similar restrictive covenant (including, without limitation, under Article 7) made by the Borrowers in this Agreement or in any other Loan Document.

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Covenant means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

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

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Affirmative Covenants The following affirmative covenants, among others, if any, to be negotiated in the Senior Facilities Documentation, will apply (to be applicable to the Borrower and its restricted subsidiaries), subject to customary (consistent with the Documentation Precedent) and other baskets, exceptions and qualifications to be agreed upon: maintenance of corporate existence and rights; performance and payment of obligations; delivery of annual and quarterly consolidated financial statements (accompanied by customary management discussion and analysis and (annually) by an audit opinion from nationally recognized auditors that is not subject to any qualification as to scope of such audit or going concern) (other than solely with respect to, or resulting solely from an upcoming maturity date under any series of indebtedness occurring within one year from the time such opinion is delivered) (with extended time periods to be agreed for delivery of the first annual and certain quarterly financial statements to be delivered after the Closing Date) and an annual budget (it being understood that the public REIT reporting that includes the Borrower shall satisfy the Borrower’s reporting obligations so long as it includes a consolidating income statement and balance sheet for the Borrower); delivery of notices of default and material adverse litigation, ERISA events and material adverse change; maintenance of properties in good working order; maintenance of books and records; maintenance of customary insurance; commercially reasonable efforts to maintain ratings (but not a specific rating); compliance with laws; inspection of books and properties; environmental; additional guarantors and additional collateral (subject to limitations set forth under the captions “Guarantees” and “Security”); further assurances in respect of collateral matters; use of proceeds; and payment of taxes.

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Covenant Compliance Worksheet means a fully completed worksheet in the form of Attachment A to Exhibit C.

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

  • Restrictive Covenant Agreements has the meaning set forth in the Recitals.

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Buyer Fundamental Representations means the representations and warranties set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Corporate Authorization), Section 5.3 (Binding Effect), Section 5.4 (Capitalization) and Section 5.16 (Brokers’ Fees).

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Environmental covenant means a servitude arising under an environmental response project that imposes activity and use limitations.

  • Parent Fundamental Representations means the representations and warranties of Parent and Merger Sub set forth in Sections 3.1(a) (Due Organization; Subsidiaries), 3.3 (Authority; Binding Nature of Agreement), 3.4 (Vote Required) and 3.18 (No Financial Advisors).

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Warranty means a warranty made solely by the manufacturer,