Transaction Covenants Sample Clauses

Transaction Covenants. Blackstone hereby covenants that (i) at the Closing Xxxxxx shall be a wholly-owned subsidiary of HoldCo and (ii) from the date hereof to the earlier of (A) the Closing Date and (B) the termination of the Purchase Agreement pursuant to Section 7.1 therein, the Blackstone Funds shall (and shall cause Blackstone (as defined in the LLC Agreement), HoldCo and its and their Affiliates to) comply with Section 3.3(c) of the LLC Agreement as set forth therein and as if the Blackstone Funds are the “Company” and “Blackstone” thereunder.
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Transaction Covenants. The Loan Parties shall comply with the transaction covenants set forth in the Side Letter Agreement, dated as of the date hereof and executed by Parent and incorporated herein for all purposes (the “Side Letter Agreement”). (ii)
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Transaction Covenants. (a) Subject to Section 5.05(b), Inco shall not amend, vary or waive (i) any condition precedent in the Support Agreement to the making of the Tender Offer or (ii) any condition precedent to the completion of the Tender Offer specified therein (in each case, other than in connection with any extension of time required to satisfy any condition precedent) without the prior written approval of the Majority Lenders, acting reasonably and as promptly as practicable in the circumstances, as provided below. Upon the making of any such amendment or variation to or waiver of any condition precedent to the Tender Offer which has been so approved, or which does not require any such approval, the equivalent condition precedent in Schedule F shall be deemed to have been amended in the same manner.
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Transaction Covenants. (a) The Loan Parties shall continue the process to seek a refinance or sale of the Assets free and clear of all liens, with the refinance amount/purchase price to be paid at closing in cash resulting in the full and indefeasible payment in cash of all of the Obligations and either (x) the full and indefeasible payment in cash of all of the obligations under the Existing Credit Agreement or (y) a discounted payment in cash of all of the obligations under the Existing Credit Agreement that is expressly consented to in writing by the Existing Administrative Agent and the Existing Lenders; (b) The Loan Parties shall continue to (i) maintain and update a virtual data room under the administration of SSG (including, without limitation, providing updated projections and such other information as may be reasonably required by SSG), (ii) identify lenders, investors, strategic and financial buyers for the Loan Parties' Assets and (iii) contact such prospective lenders, investors and purchasers to have them execute a non-disclosure agreement (“NDA”) and register for access to the data room; (c) The Loan Parties shall use their best efforts to set up a competitive auction or other refinance or sales process for the Assets acceptable to the Super Priority Agent; (d) On or before April 24, 2019 (or such later date as may be agreed to by the Super Priority Agent in writing in its sole discretion), (x) the Loan Parties shall disclose to the Super Priority Agent the identities of those parties that have executed an NDA and registered for access to the data room, and (y) the Loan Parties shall deliver to those prospective lenders, investors and purchasers who have executed an NDA, a cover letter and confidential offering memorandum soliciting from such prospective lenders, investors and purchasers offers to refinance or acquire the Loan Parties’ Assets pursuant to a refinance or purchase transaction, which would provide at closing for the full and indefeasible payment in cash of all of the Obligations and either (i) the full and indefeasible payment in cash of all of the obligations under the Existing Credit Agreement or (ii) a discounted payment in cash of all of the obligations under the Existing Credit Agreement that is expressly consented to in writing by the Existing Administrative Agent and the Existing Lenders; 60 502181848 v5 1205867.00001
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Transaction Covenants. Pledgor represents and warrants that, in effecting the Transaction, it is not in possession of any material non-public information with respect to the Issuer that, under the U.S. federal securities laws, it would have to disclose in advance to a party effecting a purchase or sale of the Shares. Pledgor represents and warrants that it is an "eligible contract participant" as defined in Commodity Futures Modernization Act of 2000. Acknowledged: CTIHC, INC. By: /s/ William T. Devanney, Jr. ------------------------------ Name: William T. Devanney, Jr. Titlx: Xxxxxx Xxxx Xxxxxxxxx, Corporate Taxes
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Transaction Covenants. (a) The Loan Parties shall continue the process to seek a refinancing of the Obligations and of the obligations under the Existing Credit Agreement (a “Refinancing”) or sale of the Assets free and clear of all liens, with the refinancing amount/purchase price to be paid at closing in cash resulting in the full and indefeasible payment in cash of all of the Obligations and a discounted payment in cash of all of the obligations under the Existing Credit Agreement that is expressly consented to in writing by the Existing Administrative Agent and the necessary Existing Lenders; (b) The Loan Parties shall continue to (i) maintain and update a virtual data room under the administration of SSG (including, without limitation, providing updated projections and such other information as may be reasonably required by SSG), and (ii) identify lenders, investors, strategic and financial buyers for the Loan Parties' Assets; (c) The Loan Parties shall continue to use their best efforts to set up a competitive auction or other Refinancing or sales process for the Assets acceptable to the Super Priority Agent; (d) The Loan Parties shall continue to (x) disclose to the Super Priority Agent the identities of those parties that have executed a non-disclosure agreement (“NDA”) and registered for access to the data room, and (y) deliver to those prospective lenders, investors and purchasers who have executed an NDA, a cover letter and confidential 2 502327881 v7 1205867.00001
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Transaction Covenants. (i) Americold shall promptly after the Closing Date and the consummation of the Series A Redemption seek to obtain the release of Properties which are at such time encumbered under the Mortgage Indenture to the extent permitted as a result of such Series A Redemption provided that nothing herein shall require Americold to deliver appraisals other than MAI appraisals in connection therewith.
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Transaction Covenants 
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Related to Transaction Covenants

  • Information Covenants The Borrower will furnish to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice):

  • Nonpetition Covenants (a) Notwithstanding any prior termination of this Agreement, the Servicer and the Seller shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.

  • Nonpetition Covenant Each party hereto agrees that, prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) such party hereto shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other Proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of its creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such party shall not commence, join with any other Person in commencing or institute with any other Person, any Proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Section shall survive the termination of this Agreement.

  • Ship Covenants The undertakings in this Clause 21 remain in force throughout the Security Period.

  • 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:

  • Interim Covenants During the period from the date of this Agreement and continuing until the Closing, the Seller and the Stockholders each agree (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consents in writing) that:

  • Financial Condition Covenants 51 7.2 Indebtedness.................................................... 52 7.3 Liens........................................................... 53 7.4

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

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