COVENANTS, AGREEMENTS AND REPRESENTATIONS Sample Clauses

COVENANTS, AGREEMENTS AND REPRESENTATIONS. 1.1. Guarantor hereby absolutely and unconditionally guarantees to the Health Alliance: (a) LabAlliance's prompt payment when due of any and all existing and future indebtedness or liability of every kind, nature or character (including, without limitation, principal, interest, all costs of collection, and reasonable attorneys' fees) owing to the Health Alliance pursuant to the Purchase Agreement and the Transaction Documents; and (b) strict, prompt and full performance by LabAlliance of all other terms and conditions of the Purchase Agreement and the Transaction Documents (items (i) and (ii), collectively, the "Obligations"). Upon LabAlliance's failure to pay or perform any Obligation promptly when due (subject to any applicable grace periods or rights to cure), the Health Alliance may proceed against Guarantor to collect or perform any Obligation, with or without proceeding against LabAlliance. Any and all payments by Guarantor hereunder shall be made in lawful money of the United States. Each and every default in payment or performance of any Obligation shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises.
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COVENANTS, AGREEMENTS AND REPRESENTATIONS. 1.1. Guarantor hereby, jointly and severally, absolutely and unconditionally guarantees to Seller (a) the full and prompt payment of the principal amount of the Note and all installments thereof, when and as the same shall become due, whether at stated maturity, by acceleration, in amortization installments or otherwise, (b) the full and prompt payment of the interest on the Note when and as the same shall become due, (c) the full and prompt payment of all other sums when and as the same shall become due and payable under the Purchase Agreement, the Note, the Mortgage, and/or any of the other Seller Documents, and (d) the prompt performance and observance of all covenants, agreements, terms and conditions to be performed or observed by Purchaser under or pursuant to the Seller Documents or any of them. All of the duties and obligations of Purchaser to make payments and to perform and observe the covenants, agreements, terms and conditions under or pursuant to the Seller Documents described in clauses (a) through (d) of this Section 1.1 are hereinafter collectively referred to as the "OBLIGATIONS." Upon the failure of Purchaser to punctually pay, perform or observe any of the Obligations, Guarantor, on demand by Seller, shall forthwith pay all sums not so paid as specified in the Seller Documents or, as applicable, perform or cause to be performed or observed any of the other Obligations which Purchaser has failed to perform or observe. Any and all payments by Guarantor hereunder shall be made in lawful money of the United States. Each and every default in the payment, performance or observance of any Obligation shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises.
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COVENANTS, AGREEMENTS AND REPRESENTATIONS 
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Related to COVENANTS, AGREEMENTS AND REPRESENTATIONS

  • Covenants and Representations Section 5.1 List of Holders. Parent shall furnish or cause to be furnished to the Rights Agent in such form as Parent receives from the Company prior to the Effective Time (or other agent performing similar services for Parent or its Affiliates), the names, addresses, shareholdings and tax certification (T.I.N.) of the record holders of Shares eligible to receive CVRs pursuant to the Merger Agreement reasonably promptly following the Effective Time.

  • Covenants, Agreements, Representations and Warranties The Debtor hereby covenants and agrees with, and represents and warrants to, the Secured Party that:

  • Survival of Covenants and Representations All covenants, representations and warranties made by the Company herein and in any certificates delivered pursuant hereto, whether or not in connection with the Closing Date, shall survive the closing and the delivery of this Agreement and the Notes.

  • Covenants, Warranties and Representations Each of the parties covenants, warrants and represents for itself as follows:

  • Further Agreements and Representations Each Borrower does hereby:

  • Independence of Covenants and Representations and Warranties All covenants hereunder shall be given independent effect so that if a certain action or condition constitutes a default under a certain covenant, the fact that such action or condition is permitted by another covenant shall not affect the occurrence of such default, unless expressly permitted under an exception to such initial covenant. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached shall not affect the incorrectness of or a breach of a representation and warranty hereunder.

  • Representations, Warranties, Covenants and Agreements The representations and warranties contained in the Loan Documents and in any certificates delivered to Lender in connection with the closing shall be true and correct in all material respects, and all covenants and agreements required to have been complied with and performed by Borrower shall have been fully complied with and performed to the satisfaction of Lender.

  • Representations, Warranties, Covenants and Agreements of the Company The Company represents and warrants to, and covenants and agrees with, the Secured Party as follows:

  • Covenants; Representations 26 (e) Defaults..............................................................................26 (f) Material Adverse Change...............................................................26 4.2. Conditions to First Loan..............................................................26 (a) Articles, Bylaws......................................................................26 (b) Evidence of Authorization.............................................................26 (c) Legal Opinions........................................................................27 (d) Incumbency............................................................................27 (e) Note..................................................................................27 (f) Documents.............................................................................27 (g) Consents..............................................................................27 (h)

  • Survival of Representations, Warranties, Covenants and Agreements The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

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