Covenant of Sellers Sample Clauses

Covenant of Sellers. Each Seller covenants that it will make or give all notifications, filings, consents and approvals, from, to or with all governmental authorities, and take all actions reasonably requested by Buyers, necessary for, and cooperate with Buyers in obtaining, the issuance, assignment or transfer, as the case may be, by each such authority of such permits or other governmental approvals as may be necessary for Buyers to own and operate the Properties following the consummation of the transactions contemplated in this Agreement.
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Covenant of Sellers. So long as the Agreement is in full force and effect: Sellers shall not do any of the following without Buyer's prior written consent: (i) enter into any contract relating to the maintenance, operation, or development of the Property that will survive the Closing; (ii) grant any easement, lease any part of the Property, or encumber the Property.
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Covenant of Sellers. Sellers covenant and agree not to increase the levels of compensation and benefits provided to any of the Leased Employees during the Lease Period, other than for normal increases in compensation and benefits to similarly-situated employees of Sellers, and in the ordinary course and operation of Sellers' business.
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Covenant of Sellers. For a period of five (5) years from and after the later of the Closing Date or the termination of the applicable Seller’s employment with the Company, such Sellers, severally, hereby covenant and agree that he or she shall not engage or participate, directly or indirectly, in any business in competition with the business conducted by the Company immediately prior to the Closing within the States of Connecticut, Florida, Maine, Massachusetts, New Hampshire, New Jersey; New York; North Carolina; Ohio and Pennsylvania or within 200 miles of any of the Company’s Facilities. Buyer shall pay $50,000 to each of Cxxxx X. Xxxxx, Bxxxx Xxxxx, Cxxxx X. Xxxxx and Txxxx Xxxxx Xxxxx, as consideration for the covenant not to compete. In the event that during the term of this covenant the employment of Cxxxx X. Xxxxx, Txxxx Xxxxx Xxxxx, Cxxxx X. Xxxxx. and/or Bxxxx Xxxxx is terminated for any reason, the payment hereunder shall also constitute severance pay.
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Covenant of Sellers. Each of the Sellers, severally and not jointly, covenants and agrees with the Buyer and Holdings as follows:
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Covenant of Sellers. For a period of five (5) years from and after the later of the Closing Date or the termination of such Seller’s employment with the Company, Sellers, severally, hereby covenant and agree that he or she shall not engage or participate, directly or indirectly, in any business in competition with the business conducted by the Company immediately prior to the Closing within the Commonwealth of Pennsylvania, or the States of Alabama, Illinois, Oregon, Ohio, or Texas or in Ontario, Canada. Buyer shall pay Fifty Thousand Dollars ($50,000) each to Jxxxx Xxxxx and to Jxxxx Xxxxx as consideration for the covenant not to compete. Any passive beneficial ownership of less than five percent (5%) of the equity of a company whose securities are actively traded on a national securities exchange or NASDAQ shall not be deemed to be a violation of this covenant.
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Covenant of Sellers. Sellers covenant that at the request and the sole expense of Buyer, at any time after the Closing Date, Sellers shall promptly execute and deliver such documents, and take other acts, as Buyer or its counsel may reasonably request to effectuate the purposes of this Agreement, including but not limited to procuring, maintaining, perfecting, registering, transferring, evidencing and enforcing the full benefits, enjoyment, rights, title and interest, on a worldwide basis of the Acquired Assets.
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Covenant of Sellers. 38 6.9 POST-CLOSING TAX MATTERS.......................................................................39 6.10
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Covenant of Sellers. (a) Prior to the Closing, without the prior written consent of Buyer or as otherwise expressly provided herein, the Sellers will not, and will not permit any of their Affiliates to take any action that is intended or would reasonably be expected to result in any of the conditions to the Merger as set forth in Section 7 not being satisfied or in a violation of this Agreement; or take or omit to be taken any reasonable action which reasonably could be expected to have a Material Adverse Effect on the Company.
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Related to Covenant of Sellers

  • Covenant of Seller The Seller shall not amend Article Third of its Certificate of Incorporation without the prior written consent of each Rating Agency rating the Certificates.

  • Covenants of Sellers Sellers covenant and agree as follows:

  • Covenants of Seller Seller covenants and agrees as follows:

  • Covenants of Seller and Buyer Seller and Buyer each covenant with the other as follows:

  • Warranties of Seller With respect to each Transaction, Seller represents and warrants to Buyer on the Trade Date for each Product that such Product complies with any Applicable Program for which the Product is specified as so complying in the Product Order, and on the Delivery Date for each Product that: (i) Seller has good and marketable title to such Product; (ii) Seller has not sold the Product or any Environmental Attribute of the Product to be transferred to Buyer to any other person or entity;

  • Negative Covenants of Seller On and as of the date hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, Seller shall not without the prior written consent of Buyer:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER 4.1 To induce Purchaser to enter into this Agreement, Seller hereby makes for the benefit of Purchaser and its assigns with respect to each Mortgage Loan as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto, except as otherwise set forth on Schedule 2-A attached to such Exhibit 2. In addition, Seller hereby further represents, warrants and covenants to Purchaser as of the date hereof as follows:

  • Covenants and Agreements of Seller Seller covenants and agrees with Buyer as follows:

  • COVENANT OF QUIET ENJOYMENT Landlord covenants that Tenant, on paying the Rent, charges for services and other payments herein reserved and on keeping, observing and performing all the other terms, covenants, conditions, provisions and agreements herein contained on the part of Tenant to be kept, observed and performed, shall, during the Lease Term, peaceably and quietly have, hold and enjoy the Premises subject to the terms, covenants, conditions, provisions and agreements hereof without interference by any persons lawfully claiming by or through Landlord. The foregoing covenant is in lieu of any other covenant express or implied.

  • Affirmative Covenants of Seller On and as of the date hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, Seller covenants that:

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