Seller Financing Covenants Sample Clauses

Seller Financing Covenants. (a) Prior to the Closing, Seller shall at Purchaser’s sole expense, use its commercially reasonable efforts to provide, and to cause the Acquired Companies and their respective Representatives to provide, to Purchaser all cooperation that is reasonably requested by Purchaser in connection with the Debt Financing (or any replacement, amended, modified, alternative or substitute financing permitted by Section 6.5(c) or 6.5(f) (each, an “Alternative Financing”)) (provided that such requested cooperation is required by the binding terms and conditions or customarily required in connection with the arrangement of such Debt Financing or Alternative Financing, and does not unreasonably interfere with the operations of the Seller or the Acquired Companies), including: (i) causing the Company’s senior management employees to be available to participate in a reasonable number of meetings of Financing Sources, due diligence sessions and rating agency presentations, if applicable and reasonably cooperating with the marketing efforts of Purchaser and its Financing Sources, in each case in connection with the Debt Financing and any Alternative Financing; (ii) preparing and furnishing Purchaser and its Financing Sources as promptly as practicable with reasonable and customary historical financial and other pertinent business information (to the extent already available) regarding the Acquired Companies as may be reasonably requested in writing by Purchaser, for use in connection with the Debt Financing and any Alternative Financing and providing reasonable assistance to the Purchaser’s preparation of pro forma financial information and projections, including delivery of the Required Financial Information as promptly as practicable; provided, that, for the avoidance of doubt, the Required Financial Information and/or the other information described in this clause (ii) shall not include, and Purchaser shall be solely responsible for, the actual preparation of pro forma financial information, including pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any pro forma financial information; (iii) reasonably assisting with the preparation of materials for rating agency presentations (if applicable), road shows, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the marketing and syndication of the Debt Financing and a...
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Related to Seller Financing Covenants

  • Closing Covenants The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Post-Closing Covenant The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.

  • Certain Post Closing Covenants In addition to the covenants contained in other sections of this Agreement, the Seller hereby covenants and agrees as follows:

  • Continuing Covenants Each Party agrees (i) not to take any action reasonably expected to result in a new or changed Tax Item that is detrimental to any other Party and (ii) to take any action reasonably requested by any other Party that would reasonably be expected to result in a new or changed Tax Item that produces a benefit or avoids a detriment to such other Party; provided that such action does not result in any additional cost not fully compensated for by the requesting Party. The Parties hereby acknowledge that the preceding sentence is not intended to limit, and therefore shall not apply to, the rights of the Parties with respect to matters otherwise covered by this Agreement.

  • Post-Closing Covenants and Agreements Buyer and Seller covenant and agree from and after the Closing Date to perform or take the following actions:

  • Operating Covenants The Issuer covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to the Portfolio Railcars shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of a Portfolio Railcar for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of a Portfolio Railcar (other than seizure or confiscation arising from a breach by the Issuer of such covenant) (each, a “Third Party Event”), so long as (i) none of the Issuer, the Servicer or the Administrator has consented to such Third Party Event; and (ii) the Issuer (or the Servicer on its behalf) as the Lessor of such Portfolio Railcar promptly and diligently takes such commercially reasonable actions as a leading railcar operating lessor would reasonably take in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Portfolio Railcar is located or operated), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Portfolio Railcar:

  • Pre-Closing Covenants and Agreements The parties hereto covenant and agree to perform or take any and all such actions to effectuate the following from the date hereof until the earlier of the Closing Date or the termination of this Agreement:

  • PRE-CLOSING COVENANTS OF SELLER Seller hereby covenants and agrees that, between the date hereof and the Closing, it will comply with the provisions of this Article IV, except to the extent Purchaser may otherwise consent in writing.

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