Certain Agreements and Covenants Sample Clauses

Certain Agreements and Covenants. 42 7. Tax Matters............................................................................................................................................48 8. Sellers Warranties..................................................................................................................................54
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Certain Agreements and Covenants. The Company hereby covenants with the Investors that (i) an agreement with a market awareness firm to perform investor and public relations services for the Company shall be entered into by the Company on or prior to February 27, 2009 and shall remain in full force and effect until the Notes have been repaid in full, (ii) that the Company’s cancelled Agreement and Plan of Merger with SolCool One, LLC dated November 26, 2008 will be re-entered into by the Initial Closing Date and closed subsequent thereto as soon as reasonably possible, (iii) that all other items listed as “Conditions to Closing” pursuant to that certain Term Sheet among the parties hereto and dated January 26, 2009 have been or will be delivered to the Investors on or prior to the Subsequent Closing Date and (iv) that the Company shall, if requested by any Investor, deliver to the Investors a legal opinion of Company counsel, such counsel and opinion as are acceptable to the Investors, on or prior to the Subsequent Closing, which opinion shall be with respect to such matters as such Investor may request.
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Certain Agreements and Covenants. 5.1 Distributor shall devote its best efforts actively to promote, market and distribute the Product at its own expense.
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Certain Agreements and Covenants. 18 6.1 Agreements of each of MMPT and the Stockholders........................ 18 6.2
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Certain Agreements and Covenants. 6.1 Agreements of each of MMPT and the Stockholders. Each of MMPT and the ----------------------------------------------- Stockholders hereby agree in consideration of the Merger and other agreements and transactions contemplated by this Agreement, to waive any claim such party may have with respect to, or arising out of, a breach of any representation and warranty or the failure to comply with any covenant by True North directly related to any of the Transferred Assets or the Acquired Entities (as such terms are defined in the Acquisition Agreement) set forth in the Acquisition Agreement if and only to the extent such Transferred Assets or Acquired Entities (including any related liabilities or obligations) have been transferred and assigned to True North pursuant to the MMPT Asset Purchase Agreements.
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Certain Agreements and Covenants 
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Related to Certain Agreements and Covenants

  • Agreements and Covenants The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

  • Compliance with Agreements and Covenants Purchaser shall have performed and complied in all material respects with all of its covenants, obligations and agreements contained in this Agreement to be performed and complied with by it on or prior to the Closing Date.

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

  • Performance of Agreements and Covenants Each and all of the agreements and covenants of Seller to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.

  • Certain Agreements Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.

  • Agreements and Covenants of the Company The Company hereby agrees and covenants to:

  • Compliance with Agreements and Law Each Restricted Person will perform all material obligations it is required to perform under the terms of each indenture, mortgage, deed of trust, security agreement, lease, franchise, agreement, contract or other instrument or obligation to which it is a party or by which it or any of its properties is bound. Each Restricted Person will conduct its business and affairs in compliance with all Laws applicable thereto.

  • 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.

  • Certain Additional Agreements If any Registration Statement or comparable statement under state blue sky laws refers to any Holder by name or otherwise as the Holder of any securities of the Company, then such Holder shall have the right to require (a) the insertion therein of language, in form and substance satisfactory to such Holder and the Company, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (b) in the event that such reference to such Holder by name or otherwise is not in the judgment of the Company required by the Securities Act or any similar federal statute or any state blue sky or securities law then in force, the deletion of the reference to such Holder.

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

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