Buyer’s Covenants Sample Clauses

Buyer’s Covenants. Buyer hereby covenants as follows:

Buyer’s Covenants. The Buyer covenants with the Seller [which expression includes the Association in all clauses of Clause 10 and its Sub Clauses except Sub Clause Nos.10.1.7, 10.1.10 (l) and 10.2] and admits and accepts that: 10.1.1 Buyer Aware of and Satisfied with Common Portions and Specifications: The Buyer, upon full satisfaction and with complete knowledge of the Common Portions, Specifications and all other ancillary matters, is entering into this Agreement. The Buyer has examined and is acquainted with the Said Complex to the extent already constructed and has agreed that the Buyer shall neither have nor shall claim any right over any portion of the Said Complex and the Said Premises save and except the Said Flat And Appurtenances.

Buyer’s Covenants. The Buyer covenants with the Developer (which expression includes the Association and the Apex Body in all Sub-Clauses of Clause 11, wherever applicable) and admits and accepts that:

Buyer’s Covenants. Buyer shall not dispose of any of the Shares unless and until (i) Buyer shall have notified Seller of the proposed disposition and shall have furnished Seller with a statement of the circumstances surrounding the proposed disposition and (ii) Buyer shall have furnished Seller with an opinion of counsel, satisfactory in form and substance to Seller and Seller’s counsel, to the effect that such disposition will not require registration under the Act or qualification under the State Acts and that appropriate action necessary for compliance with the Act and the State Acts and any other applicable local or foreign law has been taken. Buyer recognizes and acknowledges that the certificate for the Shares, if any, shall contain the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. THEY MAY BE OFFERED AND SOLD ONLY IF REGISTERED OR QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE.

Buyer’s Covenants. Buyer agrees to: (a) Use reasonable efforts to sign and deliver to Seller such additional agreements and other documents, and to do such other acts and things, as may be required to complete the transactions contemplated by this Agreement; (b) Promptly, but in no event later than ten (10) days following the date of this Agreement, file or cause to be filed applications to fulfill all governmental, regulatory and other requirements (including, without limitation, obtaining the approval of the Office of the Comptroller of the Currency and/or any other governmental entity having jurisdiction over the Branches or Buyer, and pay all fees and expenses associated therewith) required to be fulfilled by Buyer for the completion of the transactions contemplated by this Agreement; promptly furnish Seller with copies of all such regulatory filings pertaining to the Branches, all such regulatory filings in the form filed and copies of all correspondence to or from any regulatory agencies pertaining to the Branches for which confidential treatment has not been requested; and use its best efforts to obtain all such regulatory approvals at the earliest practicable time; (c) Pay, honor, discharge and perform, in accordance with applicable law, all liabilities and obligations with respect to the Assets and the Liabilities and any other liabilities of the Branches arising, accruing or subsisting after the Closing Date, which Buyer is obligated to assume pursuant to this Agreement, subject to applicable indemnification rights of Buyer; (d) Not use, keep or claim any registered or unregistered trademark, service mxxx or other identification commonly associated with Seller, or any sign, display or similar material of Seller, or any banking or other forms, stationery, passbooks, checks, traveler's checks, cashier's checks, manager's checks or similar banking material of Seller or bearing Seller's name or other similar marks or identification (except to the extent necessary to conduct business operations and with Seller's prior consent following Closing, and then only if Seller's name, marks or identification are obliterated from such material, and such material is clearly identified as that of Buyer), or any proprietary material of Seller, including, without limitation, operating manuals, training manuals and public relations, explanatory or advertising materials; (e) As of the Closing Date, become the "holder," as that term is defined in the Texas Property Code (Tex. Prop. Code...

Buyer’s Covenants. Buyer covenants and agrees that from and after the execution and delivery of this Agreement: (a) Buyer (or its designee) shall keep complete and accurate books and records in connection with the payments of Acquired Interest rendered to Buyer hereunder. Seller shall have the right to appoint a certified public accountant to examine Buyer’s books and records solely for the purpose of verifying the accuracy of such payments within two (2) years after the date of the applicable payment is rendered to Buyer hereunder. Buyer shall provide Sellers with advance written notice of its intent to examine Buyer’s books and records no less than thirty (30) days prior to the commencement of such examination. Any such examination shall be conducted at Seller’s own cost and expense and shall not occur more than once per calendar year, at reasonable business hours agreed to between the parties at the place where such books and records are kept. (b) If Buyer is receiving the Acquired Interest directly from Aftermath and/or UMG, Buyer shall provide Sellers with prompt written notice (email sufficing) upon receiving the Acquired Interest from Aftermath and/or UMG. Upon Seller’s written request (email sufficing), Buyer shall provide Seller with the amount of the Royalty Payments received by Buyer, together with a true and complete of the account statement in connection therewith. (c) Buyer shall provide Sellers prompt written notice (email sufficing) to Seller upon receiving any notice, claim or assertion from a third party that reasonably relates to this Agreement or the Acquired Interest, or the underlying Content, Royalty Agreement and/or Royalty Payments in connection therewith, which notice to Seller(s) shall include all information and correspondence received by Buyer which may legally be provided. (d) Buyer shall notify Seller of any claim or assertion by a third party that the Royalty Agreement or the Royalty Payments pursuant thereto, or any portion thereof, infringes or otherwise violates the rights of any third party. (e) Except as provided in Section 13(e), Buyer shall not take or fail to take any action that shall cause or result in the Acquired Interest being payable to another party, including without limitation assignment or contribution of this Agreement or any benefits or rights hereunder, but the foregoing shall not prohibit Buyer from including the Acquired Interest among its assets as collateral in future debt financings of Buyer.

Buyer’s Covenants. The BUYER covenants with the SELLER throughout the period of this Agreement: (a) not knowingly to do, or omit to do, or (to the extent that it is within its power to prevent) permit to be done, any act or thing, whereby the warranties given under this Article may be rendered invalid or would not be true in all material respects if repeated in full as at such time; and (b) Without prejudice to the BUYER’s other payment obligation ensure the payment all such sums from revenues received, prior to making recourse to other sources of income or finance which may be available to the BUYER.

Buyer’s Covenants. Buyer covenants and agrees that prior to Closing:

Buyer’s Covenants. Buyer covenants as follows: