Additional Buyer Covenants Clause Samples

Additional Buyer Covenants. Buyer agrees to continue to lease apartment units in the Property to the current tenants in the Property provided such tenants comply with all the provisions and requirements of: (i) all the leases such tenants enter into for such units; (ii) all Assistance Providers, future providers of subsidies or assistance, current and future lenders of indebtedness secured by the Property; and (iii) all agreements, instruments and documents evidencing, securing or governing the subsidies, assistance and indebtedness provided by such Assistance Providers, future providers of subsidies or assistance, current and future lenders of indebtedness secured by the Property.

Additional Buyer Covenants. In furtherance and not in limitation of the covenants of the parties contained in Sections 7.03(a) and 7.03(b), Buyer shall (and shall cause its Affiliates to) take any and all actions and steps as promptly as practicable to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, including defending (with sufficient time for resolution in advance of the Outside Date) through litigation on the merits any claim asserted in any court with respect to transactions contemplated by this Agreement by the FTC, the DOJ or any other applicable Governmental Authority or any private party; and (ii) avoid or eliminate each and every impediment under any applicable Law so as to enable the Closing to occur as soon as possible (and in any event, no later than the Outside Date), including (A) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines, and assets of Buyer or any of its Affiliates, the Business or the Acquired Companies and (B) otherwise taking or committing to take actions that after the Closing would limit Buyer’s, the Acquired Companies’ or the Business’s or their respective Affiliates’ freedom of action with respect to, or their ability to operate and/or retain, one or more of the businesses, products lines or assets of Buyer, the Acquired Companies or the Business or their respective Affiliates; provided, however, that in no event shall Buyer be required to take (and Seller or any member of the Seller Group shall not take without the prior written consent of Buyer) any actions under this paragraph that, individually or in the aggregate, would be expected to result in a material adverse effect on Buyer (including its Affiliates), the Acquired Companies and the Business, taken as a whole.

Additional Buyer Covenants. The Buyer undertakes with the Seller, for the benefit of the Seller and the other members of the Shell Group, that no member of the Buyer’s Group will have any rights in the Seller Software, the Third Party Software, IT Systems, IT Equipment or the Non-Group IT Equipment whatsoever and the Buyer shall covenant that: 7.1 No member of the Buyer’s Group uses any Seller Software (including, for the avoidance of doubt, Shell Group infrastructure desktop operational software as provided by other members of the Shell Group to the Buyer, which will not be licensed or otherwise transferred to the Buyer for use on or after the Closing Date), IT Systems, IT Equipment, Third Party Software or Non-Group IT Equipment on or after the Closing Date; and 7.2 within thirty (30) Business Days of the Closing Date any non-licensed Seller Software or Third Party Software remaining on the IT Systems of the Buyer will be permanently removed or deleted from such equipment and systems and any copies of that software are destroyed and Buyer shall confirm such deletion in writing to Seller or, at the Seller’s request, returned to the Seller or another member of the Shell Group notified by the Seller to the Buyer; and Section 7.1 does not apply to any IT Systems to the extent that the Buyer is permitted to use that software under the Shell Software License Agreement or any other agreement or to Third Party Software or Non-Group IT Equipment to the extent that (a) the Buyer is permitted to use that software or equipment under a consent, license or lease obtained by Buyer including without limitation as set forth in Exhibit B and Exhibit C; and/or (b) the use of any such Third Party Software or Non-Group IT Equipment is otherwise granted by the owner of the intellectual property rights in that Third Party Software IT Systems or by the owner of that IT Equipment or that Non-Group IT Equipment. 7.4 Except to the extent otherwise provided for under this Agreement or exhibits to the SPA, on or before the Completion Date the Buyer shall be removed from the IT Systems of the Shell Group and neither the Seller nor any other member of the Shell Group shall have any liability whatsoever after the Closing Date in relation to the provision to, or supply to, the Buyer of: any information technology related hardware, software, components, data, databases and/or services; or any access to the IT Systems of the Shell Group. 7.5 Within six (6) months from the Closing Date, and except for the IP addresse...

Additional Buyer Covenants. (a) Buyer agrees to provide Seller a written report within 10 days of the end of each month setting forth (1) the amount of Qualified Purchases during such month (including written documentation that evidences any purchases claimed under clause (ii) of such definition) and (2) the amount of Total Worldwide Purchases during such month. The report shall set forth in reasonable detail the basis for the calculations set forth therein. Seller’s receipt of such report shall not prejudice any rights or remedies of Seller under this Agreement for any inaccuracies or misstatements therein. (b) When requested reasonably in advance by Seller, and subject to the execution of a standard form of confidentiality agreement for such engagements, Seller shall have the right for an independent third party that is reasonably acceptable to Buyer (the “Purchase Commitment Auditor”) to inspect, review and audit any and all records of Buyer and its Affiliates during normal business hours that are relevant to the calculation of the Actual Purchase Percentage, Liquidated Damages or other matters associated with this Agreement. It is understood that the Purchase Commitment Auditor shall be free to share any and all information discovered during such audit with Seller that relates to the matters set forth herein, but shall in no case disclose (i) the name of particular customers of Buyer or its Affiliates or (ii) specific prices paid for Product by Buyer, its Affiliates or its customers (other than for purchases from Seller or its Affiliates). Seller may not audit records pursuant to this Section 4.4(b) more than once every twelve months.

Additional Buyer Covenants. Buyer has no present plan or intention to liquidate, merge or dispose of Newco in a transaction other than a transaction with an entity that is taxable as a corporation for U.S. federal income tax purposes. Buyer has no present plan or intention to cause Newco to transfer any of the assets of MIMI that will be received by Newco in connection with the Pre-Closing Dissolution to a corporation of which Newco holds, directly or indirectly, 20% or more of the value of the outstanding stock.