Certain Other Covenants and Agreements Sample Clauses

Certain Other Covenants and Agreements. Section 4.1 Inspection and Due Diligence. (o) Prior to Closing, Purchaser (including its agents and representatives), at its sole cost and expense, shall be permitted to inspect the Facility and the Purchased Property. The first thirty-five (35) days following the Effective Date, ending at 5:00 P.M., Eastern time on the thirty-fifth (35th) day following the Effective Date or, if such day is not a business day, on the next business day following such day, shall be known as the “Due Diligence Period” for purposes of this Agreement, but Purchaser shall be entitled to continue all such inspections during and after the Due Diligence Period. Such inspections may include an independent appraisal and environmental assessments (including Phase I assessments and Phase II assessments if Seller consents to any such Phase II assessment which consent shall not be unreasonably withheld, conditioned or delayed), impact study and detailed architectural and engineering inspections of buildings and mechanical systems located on the Real Property and any other inspections which may reasonably be required by potential lenders or investors. Purchaser shall not conduct any drilling, boring, soil testing or other physically intrusive inspections without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, if done in connection with any Phase II assessment. Seller shall allow Purchaser and its authorized representatives reasonable access during normal business hours and until the Closing to Seller’s executive personnel, properties and records, shall permit examination and testing, and shall furnish Purchaser and its authorized representatives such information concerning the Purchased Property and the Facility as Purchaser reasonably requests; provided, however, that Purchaser give no less than two (2) days’ notice prior to any site visits or contact with personnel and any such investigation shall be conducted under the supervision of Seller’s appointed agent and in such a manner as not to interfere with the normal operations of the Business. Purchaser and its authorized representatives shall have the right to review and copy all such books, accounts, records, agreements or other documents as it may reasonably deem advisable. Seller shall, upon reasonable request by Purchaser, make available to Purchaser by electronic data room or otherwise, copies of all records, files, correspondence, invoices, resident lists, supplier lists, b...
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Certain Other Covenants and Agreements. 27 9.01 Consents and Filings 27 9.02 Announcements 27 9.03 Delivery of Books and Records 27 9.04 Closing Audit 27 9.05 Litigation Support 27 9.06 Cooperation 28 9.07 Personnel Matters 28 9.08 Assignment of Contracts 28 9.09 Transfer Taxes 28 9.10 Transaction Expenses 29 9.11 SAIC Stock Option Pool 29 9.12 Employee Benefits 29
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Certain Other Covenants and Agreements. 5.1 Consents and Filings Each party shall use all commercially reasonable efforts to obtain or make, as the case may be, as soon as possible, all filings and requests for governmental approvals as may be required to be obtained or made by it in order to enable such party to perform its obligations under this Agreement.
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Certain Other Covenants and Agreements. The Merger Agreement contains certain other covenants and agreements, including covenants (with certain exceptions specified in the Merger Agreement) relating to: • access to each of LMI’s and GetGo’s offices, properties, books and records; • financial statements for the GoTo Business that Citrix will provide on a quarterly basis between the signing of the Merger Agreement and the Closing; • preservation of the indemnification provisions in the governing documents of GetGo with respect to directors and officers; • advanced consent requirements for public announcements concerning the transactions contemplated by the Merger Agreement; • litigation brought against LMI and/or its directors in connection with the Transactions; • steps required to cause any disposition of GetGo common stock or acquisitions of LMI common stock resulting from the Transactions by each officer or director who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to LMI or GetGo to be exempt under Rule 16b-3 promulgated under the Exchange Act; • any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other form of anti-takeover statute or regulation; • Citrix’s and GetGo’s obligations to ensure GetGo has a sufficient number of authorized shares to effect the issuances under the Distribution; • LMI’s and Citrix’s obligations to cause all documents related to the Transaction to be executed and delivered at the closing of the Merger; and • the listing of the shares of LMI common stock issued in the Merger on the NASDAQ Global Select Market.
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Certain Other Covenants and Agreements. 25 9.01 Efforts; Consents....................................................................................25 9.02 Announcements........................................................................................25 9.03 Conduct of Business Prior to Closing.................................................................25 9.04 Exclusivity..........................................................................................26 9.05
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Certain Other Covenants and Agreements 
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Related to Certain Other Covenants and Agreements

  • Other Covenants and Agreements The Company or, to the extent required hereunder, any Subsidiary should fail to perform or comply with any other covenant or agreement contained herein or in any other Loan Document or shall use the proceeds of any loan for an unauthorized purpose.

  • Certain Covenants and Agreements The Company hereby covenants and agrees that:

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • 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 Covenants and Agreements of the Company The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows:

  • Covenants and Agreements of the Parties The Parties agree to the following covenants:

  • Covenants and Additional Agreements 5.1. ACCESS; CONFIDENTIALITY.

  • Covenants and Agreements as Independent Agreements Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

  • Breach of Other Covenants Any of the Loan Parties shall default in the observance or performance of any other covenant, condition or provision hereof or of any other Loan Document and such default shall continue unremedied for a period of ten (10) Business Days;

  • Covenants and Agreements Performed Buyer shall have performed and complied with in all material respects all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and all deliveries contemplated by Section 3.3 shall have been made.

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