COVENANTS OF SELLER AND THE SHAREHOLDERS Sample Clauses
The "Covenants of Seller and the Shareholders" clause sets out the specific promises and obligations that the seller and any shareholders must fulfill before, during, and sometimes after the completion of a transaction. These covenants may include requirements such as maintaining the business in its ordinary course, refraining from taking certain actions without the buyer's consent, or providing necessary information and access to the buyer. By clearly outlining these duties, the clause ensures that the seller and shareholders act in good faith and protect the value of the business being sold, thereby reducing the risk of adverse changes or undisclosed liabilities prior to closing.
COVENANTS OF SELLER AND THE SHAREHOLDERS. Seller and Shareholders jointly and severally covenant and agree with Buyer as follows:
COVENANTS OF SELLER AND THE SHAREHOLDERS. 28 6.1 Access to Information and Records............................ 28 6.2 Conduct of Business Pending the Closing...................... 28 (a) No Changes............................................. 28 (b) Maintain Organization.................................. 28 (c)
COVENANTS OF SELLER AND THE SHAREHOLDERS. 27
6.1 Access to Books and Records After Closing 27 6.2 Operation of Business 27 6.3 Preservation of Business 29 6.4 Insurance and Maintenance of Property 29 6.5 Compliance with Laws 29 6.6 Reserved 29 6.7 Fulfill Conditions 29 6.8 Employees 29 6.9 Release of Security Interests 30 6.10 Change of Corporate Name 30 6.11 Documents Executed by Seller 30 6.12 Other Deliveries of Seller 30 6.13 Documents Executed by the Shareholders 31 6.14 Collection of the Receivables 31 6.15 Transfer Taxes 31 6.16 Access to Information and Documents 31 ARTICLE VIA - ENVIRONMENTAL COVENANTS 32 ENVIRONMENTAL COVENANTS OF SELLER AND THE SHAREHOLDERS 32 6A.1 Connecticut Transfer Act 32 6A.2 Comprehensive Environmental Response, Compensation, and Liability Information System 32 6A.2A Seller's and Shareholders' Remediation Rights 33 6A.3 Known Environmental Issues 33 6A.4 Pre-Closing Environmental Issues 33 6A.5 Shareholders' Cooperation with Buyer 33 6A.6 Covenant Not to Sue; ▇▇mfort Letter 34 6A.7 Termination of Shareholders' and Seller's Obligations 34 ENVIRONMENTAL COVENANTS OF BUYER 34
COVENANTS OF SELLER AND THE SHAREHOLDERS. Seller and the Shareholders jointly and severally agree that between the date hereof and the Closing:
COVENANTS OF SELLER AND THE SHAREHOLDERS. Seller and the Shareholders, jointly and severally, agree that between the date hereof and the Closing Date:
COVENANTS OF SELLER AND THE SHAREHOLDERS. Until the Closing Date, except as otherwise consented to or approved by Buyer or Parent in writing, Seller and the Shareholders agree that they shall act, or refrain from acting where required hereinafter, to comply (and in the case of the Shareholders, to cause Seller to comply) with the following:
COVENANTS OF SELLER AND THE SHAREHOLDERS. Seller and the Shareholders hereby covenant and agree that they shall (a) use commercially reasonable efforts to cause all of their representations and warranties set forth in this Agreement to be true on and as of the Closing Date; (b) use commercially reasonable efforts to cause all of their obligations that are to be fulfilled on or prior to the Closing Date to be so fulfilled; (c) use commercially reasonable efforts to cause all conditions to the Closing set forth in this Agreement to be satisfied on or prior to the Closing Date; (d) deliver to Purchaser at the Closing the certificates, updated lists, notices, agreements, leases, transfer documents, receipts, and amendments contemplated by Article 10 (with such additions or exceptions to such items as are necessary to make the statements set forth in such items accurate, provided that if any of such additions or exceptions cause any of the conditions to Purchaser's obligations hereunder as set forth in Article 10 not to be fulfilled, such additions and exceptions shall in no way limit the rights of Purchaser under Articles 10 and 18 to terminate this Agreement or refuse to consummate the transactions contemplated by this Agreement); (e) make best efforts to deliver consents, authorizations and approvals; and (f) use their best efforts, including negotiating in good faith with Peterbilt, PACCAR Leasing and PACCAR, participating with Purchaser, at Purchaser's expense, in bringing or joining appropriate litigation against Peterbilt, PACCAR Leasing and PACCAR and in defending any litigation brought by Peterbilt, PACCAR Leasing and PACCAR, in order to allow Purchaser to obtain executed dealer sales and service agreements and ancillary or related agreements for each of the Dealership Locations.
COVENANTS OF SELLER AND THE SHAREHOLDERS. 30 6.01 Conduct of the Business.......................................30 6.02
COVENANTS OF SELLER AND THE SHAREHOLDERS