Waiver and Covenant Sample Clauses

Waiver and Covenant. The Company and KHL hereby agree to waive permanently and irrevocably Sections 4.1(d) and 4.1(e) of the Securities Purchase Agreement, and Sections 4.1(d) and 4.1(e) of the Securities Purchase Agreement are hereby permanently and irrevocably waived. Bayer hereby agrees to act in good faith in conducting any sales or other disposition of the Shares in an orderly manner reasonably intended to minimize disruption of the public trading of the Company’s common stock, including but not limited to consulting with the Company (directly and/or through Bayer’s designated broker, Xxxxxx Xxxxxxx) with respect to its plan of distribution with respect to the Shares, with such consultation being deemed satisfied by providing the Company (including telephonically if conveyed to the Chief Executive Officer, Chief Financial Officer or General Counsel of the Company, at least one of whom the Company shall cause to be available reasonably promptly upon request for such a telephone call) with a general description of Bayer’s anticipated sales of the Shares, and the anticipated process with respect thereto, in advance of the initial sale being made, but not repeatedly thereafter so long as such sales are generally reasonably consistent with the process previously described to the Company.
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Waiver and Covenant 
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Related to Waiver and Covenant

  • Agreement and Covenants The Investor shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing. Unless the Issuer receives written notification to the contrary at the Closing, the Issuer shall be entitled to assume that the preceding is accurate in all respects at the Closing.

  • Agreements and Covenants The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

  • Other Agreements and Covenants 10.1 CMI will not market, sell, service, distribute or train for any product that is competitive with the Products except for CMI's own breath alcohol testing products.

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be "conditions" as well as "covenants" as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

  • Performance of Agreements and Covenants Each and all of the agreements and covenants of Buyer to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.

  • Agreements and Covenants of Trustee The Trustee hereby agrees and covenants to:

  • Certain Representations and Covenants Each Member and its Permitted Transferee represents and covenants to the Company and the other Members as follows:

  • TERMS, CONDITIONS AND COVENANTS In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

  • Collateral Reporting and Covenants Each Borrower hereby covenants and agrees, on behalf of itself and its Subsidiaries, as applicable below, as follows:

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