Seller’s Covenants Clause Samples

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shall: (a) continue to promote and advertise the Stations consistent with past practice, make any capital expenses previously budgeted by Seller for the Stations for such period, and otherwise operate the Stations in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (b) not materially adversely modify any of the FCC Licenses or materially change the format of any of the Stations, or, other than in the ordinary course of business in accordance with past practice (and with replacement of any items that should be replaced in accordance with such practices), sell, lease or dispose of or agree to sell, lease or dispose of any of the Station Assets; (c) furnish Buyer with such information relating to the Station Assets as Buyer may reasonably request, at Buyer's expense and provided such request does not interfere unreasonably with the business of the Stations; (d) make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stations, and provide to Buyer copies of any unaudited monthly results of operation of the Stations generated in the ordinary course of business; (e) after Seller publicly announces the transaction contemplated hereby and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Stations' facilities that are included in the Station Assets during normal business hours, provided, however, that such access shall not interfere with the Stations' business; (i) notify Buyer promptly if a Station is off the air for a continuous period of eight (8) hours or more or a Station's normal broadcast transmissions are interrupted or impaired in any material respect for a continuous period of 48 hours or more, (ii) maintain the Stations' inventories of spare parts and expendable supplies at levels in the ordinary course of business consistent with past practice, and (iii) maintain the Tangible Personal Property in the ordinary course of busines...

Seller’s Covenants. Section 4.01 Covenants of the Seller.......................................

Seller’s Covenants. Seller covenants that from the date of this Agreement until the closing: (i)

Seller’s Covenants. Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before the Closing Date.

Seller’s Covenants. The Sellers covenant with the Buyer and admit and accept that:

Seller’s Covenants. Section 4.01.

Seller’s Covenants. Seller hereby covenants as follows:

Seller’s Covenants. On and after the date hereof through the Closing, except as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shall: (a) Operate the Property and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become ...

Seller’s Covenants. Each Seller, jointly and severally, covenants and agrees that from and after the execution and delivery of this Agreement: (a) Promptly after Closing, each Seller shall provide an executed Security Agreement, to be mutually agreed between Sellers and Buyer, using commercially reasonable best efforts to agree to such Security Agreement, and UCC-1 Financing Statement (collectively, the “Security Agreement”), which Security Agreement may be filed by Buyer with the appropriate agency in the State of Michigan securing Buyer’s interest in the Acquired Interest in accordance with Section 2(d). Buyer shall provide Seller with written notice specifying in reasonable detail such filing in the State of Michigan. (b) Each Seller (or its designee) shall keep complete and accurate books and records in connection with the payments of Acquired Interest rendered to Buyer hereunder. Buyer shall have the right to appoint a certified public accountant to examine such Seller’s books and records solely for the purpose of verifying the accuracy of such payments within two (2) years after the date of the applicable payment is rendered to Buyer hereunder, it being noted that any exercise of such examination shall be of all Sellers hereunder and Buyer shall not have the right to examine each Seller independently. Buyer shall provide Sellers with advance written notice of its intent to examine Sellers’ books and records no less than thirty (30) days prior to the commencement of such examination. Any such examination shall be conducted at Buyer’s own cost and expense and shall not occur more than once per calendar year, at reasonable business hours agreed to between the parties at the place where such books and records are kept. Seller(s) shall have the right to rely on the royalty statements rendered by Aftermath and/or UMG (or its designees, successors and assigns) to Sellers with respect to computing the Acquired Interests payable to Buyer hereunder and shall not be held liable for any errors or omissions in connection therewith. For the avoidance of doubt, notwithstanding anything to the contrary herein or in the Option Agreement, nothing in this Agreement, express or implied, confers or shall be deemed to confer upon Buyer any right to examine the books and records of Aftermath and/or UMG or any third party with respect to the Acquired Interests. (c) If Buyer is receiving the Acquired Interest directly from Aftermath and/or UMG, Seller shall provide Buyer prompt written notice (...