Covenant of the Purchasers Sample Clauses

Covenant of the Purchasers. The Purchasers hereby covenant and agree that the certificate of incorporation and the bylaws of the Company shall contain provisions with respect to indemnification and exculpation from liability that are no less favorable than those provisions set forth in the Company's certificate of incorporation and bylaws on the date of this Agreement, and for a period of six (6) years from the date hereof, such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who on or prior to the date hereof were directors or officers of the Company, unless such amendment, repeal or modification is required by applicable law. The Purchasers shall cause the Company to maintain director and officer liability insurance for all actions heretofore taken by any individual, including Xxxxx and XxXxxxxxx, who served the Company as an officer or director. This Section 5 is intended to benefit the Company, the Seller and the Company's current officers and directors, and shall be binding on all successors and assigns of the Company and the Purchasers.
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Covenant of the Purchasers. Each Purchaser hereby separately (and for the avoidance of doubt, not “solidarily” within the meaning of the Civil Code of Québec) covenants that it shall on or before the Closing deliver to the Corporation the Voting Disenfranchisement Agreement.
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Covenant of the Purchasers. The Purchasers agree that during the period from the Closing Date through the first anniversary date thereof they will not cause the Company to (a) effect a "freeze-out merger," "reverse split" or other similar transaction having the primary intended purpose of forcing the elimination of all minority interest in the Company, unless (i) such transaction shall have been approved by a committee of the Board of Directors of the Company comprised of directors that are neither designated by the Purchasers nor are members of management of the Company and (ii) the Company shall have obtained an opinion of an investment banking firm of national standing as to the fairness of the transaction to the minority stockholders or (b) file an application or take actions having the primary intended purpose of (x) causing no shares of Common Stock to be listed on a national securities exchange or the NASDAQ NMS, or (y) suspending the Company's duty to file periodic information, documents, reports and other information pursuant to the Exchange Act, other than with respect to the Tender Offer or another transaction or other events (whether or not caused by the Purchasers) that would require the Company to effect such delisting or deregistration under applicable law or the rules of such national securities exchange or the NASDAQ NMS. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the foregoing covenant shall in no event limit the Purchasers from (A) causing, facilitating or
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Covenant of the Purchasers. At the Company's request, the Purchasers shall negotiate in good faith with the Company and its bank lenders to execute and deliver reasonable and customary documentation required to subordinate to such bank lenders (on reasonable and customary terms) the right of the Purchasers to receive payments of cash from the Company with respect to the Replacement Note.
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Covenant of the Purchasers. 18 ARTICLE VII PARTIES IN INTEREST; ASSIGNMENT.................................19
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Covenant of the Purchasers. 14 7.1 Market-Standoff Agreement...................................................................... 14 8. Miscellaneous........................................................................................... 14
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Covenant of the Purchasers. 7.1 MARKET-STANDOFF AGREEMENT.
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Related to Covenant of the Purchasers

  • Covenants of the Purchasers Each Purchaser covenants and agrees with the Company as follows:

  • Covenants of the Purchaser The Purchaser covenants and agrees with the Company as follows:

  • Representations, Warranties and Covenants of the Mortgage Loan Seller and the Purchaser (a) The Mortgage Loan Seller hereby makes, as of the date hereof (and, in connection with any replacement of a Defective Loan (as defined in Section 4(f) hereof) with one or more Qualified Substitute Mortgage Loans (also as defined in Section 4(f) hereof), pursuant to Section 5(a) hereof, as of the related date of substitution), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit B-1. The Purchaser hereby makes, as of the date hereof, to and for the benefit of the Mortgage Loan Seller, each of the representations and warranties set forth in Exhibit B-2.

  • Representations, Warranties and Covenants of the Sellers and Master Servicer (a) Countrywide hereby makes the representations and warranties set forth in (i) Schedule II-A, Schedule II-B, Schedule II-C and Schedule II-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, (ii) Schedule III-A hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to all of the Mortgage Loans, and (iii) Schedule III-B hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Countrywide Mortgage Loans. Park Granada hereby makes the representations and warranties set forth in (i) Schedule II-B hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Granada Mortgage Loans. Park Monaco hereby makes the representations and warranties set forth in (i) Schedule II-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Monaco Mortgage Loans. Park Sienna hereby makes the representations and warranties set forth in (i) Schedule II-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-E hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Sienna Mortgage Loans.

  • Covenants of the Selling Stockholders Each Selling Stockholder, severally and not jointly, covenants with each Underwriter as follows:

  • Representations, Warranties and Covenants of the Seller and Master Servicer (a) The Seller hereby makes the representations and warranties set forth in (i) Schedule II hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Initial Cut-off Date with respect to the Initial Mortgage Loans and as of the related Supplemental Cut-off Date with respect to the Supplemental Mortgage Loans.

  • Representations, Warranties, and Covenants of the Seller and the Master Servicer (a) IndyMac, in its capacities as Seller and Master Servicer, makes the representations and warranties in Schedule II, and by this reference incorporated in this Agreement, to the Depositor and the Trustee, as of the Closing Date.

  • Covenants of the Selling Shareholders Each Selling Shareholder, severally and not jointly, covenants with each Underwriter as follows:

  • Covenants of the Selling Shareholder The Selling Shareholder covenants and agrees with the Underwriters and the Company as follows:

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement and the Closing Date that:

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