Agreements with Sellers. Each Borrower shall, and the Company shall cause each Subsidiary to, comply with Franchise Agreements, other Seller Agreements, and all other agreements between such Person and any manufacturer or distributor of New Vehicles in all respects and shall maintain all such agreements in full force and effect, except (a) in accordance with the disposition of a Dealership or Subsidiary in accordance with Section 13.1.2 or 13.1.3, (b) as a result of termination or cessation of business not restricted by Section 13.8, or (c) to the extent the failure to comply with this Section 12.10 could not reasonably be expected to have a Material Adverse Effect.
Agreements with Sellers. (or their affiliates). --------------------------------------------- Notwithstanding anything to the contrary contained in any contract, agreement or commitment between the Company or any of its subsidiaries, on the one hand, and Sellers or any of their affiliates (other than the Company and its subsidiaries), on the other hand (the "Sellers' Agreements"), the Sellers' ------------------- Agreements set forth on Schedule 6.10 shall terminate as of the Effective Time without liability on the part of any of the parties thereto.
Agreements with Sellers. Each Borrower shall, and the Company shall cause each Subsidiary to, comply with Franchise Agreements, other Seller Agreements, and all other agreements between such Person and any manufacturer or distributor of New Vehicles in all material respects and shall maintain all such agreements in full force and effect, except in accordance with the disposition of a Dealership or Subsidiary in accordance with Section 13.1.2 or 13.1.3, and except as a result of termination or cessation of business not restricted by Section 13.8.
Agreements with Sellers. Borrower shall, and shall cause each Loan Party to, comply with Franchise Agreements, other Seller Agreements, and all other agreements between such Person and any manufacturer or distributor of New Vehicles in all material respects and shall maintain all such agreements in full force and effect, except in accordance with the disposition of a Dealership or Subsidiary in accordance with Section 12.1.2, and except as a result of termination or cessation of business not restricted by Section 12.8.
Agreements with Sellers. Each Borrower is and will continue to be in full compliance with all agreements between such Borrower and any distributor, wholesaler or other seller of Vehicles and all such agreements are in full force and effect.
Agreements with Sellers. Except as disclosed in SCHEDULE 3.5 hereto, there are no direct or indirect agreements, arrangements, commitments or other transactions between the Company and Sellers or any of its Affiliates, Relatives, directors, officers, employees or agents. Except as disclosed in Schedule 3.5 the Sellers do not and will not have any claims and demands whatsoever, against the Company and/or its assets and/or properties.
Agreements with Sellers. At or prior to the Closing, the agreements listed in Section 3.22 of the Disclosure Schedule and any other Contract between any Seller or Affiliate thereof, on one hand, and the Company, on the other hand (other than (i) any confidentiality, noncompetition and nonsolicitation provisions, or provisions assigning or to assign inventions or other Intellectual Property or waiving to or waive any appraisal rights, contained therein inuring to the Company’s benefit, (ii) the Contracts listed in Section 7.2(f) of the Disclosure Schedule and (iii) any other agreements contemplated by this Agreement to be entered into in connection with this Agreement (including the agreements required by this Agreement to terminate other agreements)), shall have been terminated pursuant to written agreements in form and substance reasonably satisfactory to Parent, and there shall be no obligations or liabilities of the Company with respect thereto.
Agreements with Sellers. Except as set forth in Section 4.1(jj) of the Disclosure Schedule, there are no agreements or contracts in existence between AMEC, AMEC Americas or any of their Affiliates (other than the Midwest Group) and Midwest or any of the Subsidiaries which extend beyond the Closing. Share Purchase Agreement (Final)
Agreements with Sellers. Section 12.10 of the Loan Agreement is deleted and replaced with the following:
Agreements with Sellers. Borrower is and will continue to be in full compliance with all agreements between Borrower and any manufacturer or distributor of Vehicles and all such agreements are in full force and effect. Borrower will comply with any and all applicable repurchase agreements and will take all actions requested by Lender with respect to any such repurchase agreement.
