Additional Buyer Covenants Sample Clauses

Additional Buyer Covenants. (a) Buyer agrees to continue to lease apartment units in the Property to the current tenants in the Property provided such tenants comply with all the provisions and requirements of: (i) all the leases such tenants enter into for such units; (ii) all Assistance Providers, future providers of subsidies or assistance, current and future lenders of indebtedness secured by the Property; and (iii) all agreements, instruments and documents evidencing, securing or governing the subsidies, assistance and indebtedness provided by such Assistance Providers, future providers of subsidies or assistance, current and future lenders of indebtedness secured by the Property.
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Additional Buyer Covenants. In furtherance and not in limitation of the covenants of the parties contained in Sections 7.03(a) and 7.03(b), Buyer shall (and shall cause its Affiliates to) take any and all actions and steps as promptly as practicable to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, including defending (with sufficient time for resolution in advance of the Outside Date) through litigation on the merits any claim asserted in any court with respect to transactions contemplated by this Agreement by the FTC, the DOJ or any other applicable Governmental Authority or any private party; and (ii) avoid or eliminate each and every impediment under any applicable Law so as to enable the Closing to occur as soon as possible (and in any event, no later than the Outside Date), including (A) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines, and assets of Buyer or any of its Affiliates, the Business or the Acquired Companies and (B) otherwise taking or committing to take actions that after the Closing would limit Buyer’s, the Acquired Companies’ or the Business’s or their respective Affiliatesfreedom of action with respect to, or their ability to operate and/or retain, one or more of the businesses, products lines or assets of Buyer, the Acquired Companies or the Business or their respective Affiliates; provided, however, that in no event shall Buyer be required to take (and Seller or any member of the Seller Group shall not take without the prior written consent of Buyer) any actions under this paragraph that, individually or in the aggregate, would be expected to result in a material adverse effect on Buyer (including its Affiliates), the Acquired Companies and the Business, taken as a whole.
Additional Buyer Covenants. (a) Buyer agrees to provide Seller a written report within 10 days of the end of each month setting forth (1) the amount of Qualified Purchases during such month (including written documentation that evidences any purchases claimed under clause (ii) of such definition) and (2) the amount of Total Worldwide Purchases during such month. The report shall set forth in reasonable detail the basis for the calculations set forth therein. Seller’s receipt of such report shall not prejudice any rights or remedies of Seller under this Agreement for any inaccuracies or misstatements therein.
Additional Buyer Covenants. The Buyer undertakes with the Seller, for the benefit of the Seller and the other members of the Shell Group, that no member of the Buyer’s Group will have any rights in the Seller Software, the Third Party Software, IT Systems, IT Equipment or the Non-Group IT Equipment whatsoever and the Buyer shall covenant that:
Additional Buyer Covenants. Buyer shall at all times comply with the provisions of the Indenture applicable to holders of the Class A Notes and shall not sell or otherwise transfer the Class A Notes in violation of the provisions of the Indenture. Buyer represents and warrants that its acquisition of the Class A Notes complies with the terms of the Indenture and Class A Notes.
Additional Buyer Covenants. Buyer has no present plan or intention to liquidate, merge or dispose of Newco in a transaction other than a transaction with an entity that is taxable as a corporation for U.S. federal income tax purposes. Buyer has no present plan or intention to cause Newco to transfer any of the assets of MIMI that will be received by Newco in connection with the Pre-Closing Dissolution to a corporation of which Newco holds, directly or indirectly, 20% or more of the value of the outstanding stock.

Related to Additional Buyer Covenants

  • Qualified Institutional Buyer Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that it is a "qualified institutional buyer" within the meaning of Rule 144A under the 1933 Act (a "Qualified Institutional Buyer") and an "accredited investor" within the meaning of Rule 501(a) under the 1933 Act (an "Accredited Investor").

  • Initial Purchasers as Qualified Institutional Buyers Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that:

  • Accredited Investor The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

  • Own Account Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

  • INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS The Investor represents and warrants to the Company, and covenants, that:

  • Rule 144A Each of the Company and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.

  • Compliance with Securities Act and 10b-5 Representation (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was filed with the Commission, complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T.

  • Purchaser’s Representations, Warranties and Covenants In order to induce the Issuer to sell and issue the Securities to the Purchaser under one or more exemptions from registration under the Securities Act, the Purchasers, severally and not jointly, represent and warrant to the Issuer, and covenant with the Issuer, that:

  • Buyer’s Representations, Warranties and Covenants Buyer represents, warrants and covenants:

  • Compliance with Representations, Warranties and Covenants The representations and warranties made by Buyer in this Agreement shall have been true and correct when made and shall be true and correct in all material respects at the Closing with the same force and effect as if made at the Closing, and Buyer shall have performed all agreements, covenants and conditions required to be performed by Buyer prior to the Closing.

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