Breaches of Covenants and Obligations Sample Clauses

Breaches of Covenants and Obligations. Buyer shall indemnify, defend and hold harmless the Seller Indemnified Parties against any Losses attributable to a breach of, or default in the performance by Buyer of, any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement, any Ancillary Agreements, or any other certificate, document, writing or instrument delivered by Seller or any Affiliate of Seller pursuant to this Agreement.
Sample 1
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Breaches of Covenants and Obligations. Buyer shall indemnify, defend and hold harmless CONSOL NPRB Lead, each other Seller and their respective Affiliates (including their respective directors, officers, partners, managers, members, investors, employees, agents and representatives), from and after the Closing Date, against any Losses attributable to a breach of, or default in, the performance by Buyer of any covenant, agreement or obligation to be performed by Buyer pursuant to any Transaction Document.
Sample 1
Breaches of Covenants and Obligations. Buyer shall indemnify, defend and hold harmless Chevron NPRB Lead, CONSOL NPRB Lead, each CX Ranch Seller and their respective Affiliates (including their respective directors, officers, partners, managers, members, investors, employees, agents and representatives), from and after the date hereof, against any Losses attributable to a breach of, or default in, the performance by Buyer of any covenant, agreement or obligation to be performed by Buyer pursuant to any Transaction Document.
Sample 1
Breaches of Covenants and Obligations. Buyer shall indemnify, defend and hold harmless Seller and its Affiliates (including their respective directors, officers, partners, managers, members, investors, employees, agents and representatives), from and after the Closing Date, against any Losses attributable to a breach of, or default in, the performance by Buyer of any covenant, agreement or obligation to be performed by Buyer pursuant to any Transaction Document.
Sample 1

Related to Breaches of Covenants and Obligations

  • Covenants and Obligations The covenants and obligations of Seller in this Agreement shall have been performed in all material respects.

  • Breaches of Covenants The Company shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Note or the other Transaction Documents (other than those specified in Section 2(a)) and such failure shall continue for ten (10) business days after the Company’s receipt of written notice to the Company of such failure; or

  • Special Covenants and Agreements SECTION 5.1. COMPANY TO MAINTAIN ITS CORPORATE EXISTENCE; CONDITIONS UNDER WHICH EXCEPTIONS PERMITTED. The Company agrees that during the term of this Agreement, it will maintain its corporate existence and its good standing in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation unless the acquirer of its assets or the corporation with which it shall consolidate or into which it shall merge shall (i) be a corporation organized under the laws of one of the states of the United States of America, (ii) be qualified to do business in the State, and (iii) assume in writing all of the obligations of the Company under this Agreement and the Tax Agreement. Any transfer of all or substantially all of the Company's generation assets shall not be deemed to constitute a "disposition of all or substantially all of the Company's assets" within the meaning of the preceding paragraph. Any such transfer of the Company's generation assets shall not relieve the Company of any of its obligations under this Agreement. The Company hereby agrees that so long as any of the Bonds are insured by a Bond Insurance Policy issued by the Bond Insurer and the Bond Insurer shall not have failed to comply with its payment obligations under such Policy, in the event of a Reorganization, unless otherwise consented to by the Bond Insurer, the obligations of the Company under, and in respect of, the Bonds, the G&R Notes, the G&R Indenture and the Agreement shall be assumed by, and shall become direct and primary obligations of, a Regulated Utility Company such that at all times the obligor under this Agreement and the obligor on the G&R Notes is a Regulated Utility Company. The Company shall deliver to the Bond Insurer a certificate of the president, any vice president or the treasurer and an opinion of counsel reasonably acceptable to the Bond Insurer stating in each case that such Reorganization complies with the provisions of this paragraph. The Company need not comply with any of the provisions of this Section 5.1 if, at the time of such merger or consolidation, the Bonds will be defeased as provided in Article VIII of the Indenture. The Company need not comply with the provisions of the second paragraph of this Section 5.1 if the Bonds are redeemed as provided in Section 3.01(B)(3) of the Indenture or if the Bond Insurance Policy is terminated as described in Section 3.06 of the Indenture in connection with a purchase of the Bonds by the Company in lieu of their redemption.

  • Survival of Representations and Obligations The respective agreements, representations, warranties and other statements made by the Issuer, the Company or the Seller or their respective officers, including any such agreements, representations, warranties and other statements relating to the Master Trust, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the Issuer, the Company or the Seller or any of their respective officers or directors or any controlling person, and will survive delivery of and payment of the Notes. The provisions of Section 9 and Section 10 of this Agreement shall survive the termination or cancellation of this Agreement.

  • Survival of Covenants and Agreements The covenants and agreements of the parties to be performed after the Effective Time contained in this Agreement shall survive the Effective Time.

  • Post-Closing Covenants and Agreements Buyer and Seller covenant and agree from and after the Closing Date to perform or take the following actions:

  • Covenants and Agreements Performed Buyer shall have performed and complied with all covenants and agreements required by this Agreement, if any, to be performed or complied with by it on or prior to the Closing Date in all material respects.

  • Performance of Covenants and Agreements The Guarantor hereby agrees to take all lawful action in its power to cause the Tenant duly and punctually to perform all of the covenants and agreements set forth in the Transaction Documents.

  • Additional Covenants and Agreements (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws.

  • Non-Performance of Certain Covenants and Obligations The Borrower shall default in the due performance or observance of any of its obligations under Sections 6.01(a), (b), (c) and (e), Section 6.07, Section 6.11 or Article VII; or

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