Additional Seller’s Covenants Clause Samples

The "Additional Seller’s Covenants" clause sets out specific promises or obligations that the seller must fulfill beyond the basic terms of the agreement. These covenants may include requirements such as maintaining the business in its ordinary course, refraining from taking certain actions without the buyer’s consent, or providing ongoing cooperation during the transition period. By detailing these extra commitments, the clause helps ensure the seller’s conduct aligns with the buyer’s expectations and protects the buyer from adverse changes or undisclosed liabilities before the transaction closes.
Additional Seller’s Covenants. Section 13 of the Agreement is amended by the addition of the following Section 13.15:
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Additional Seller’s Covenants. (a) Prior to the Closing Date, Sellers shall cause each Acquired Subsidiary to sell all Purchaser securities held, directly or indirectly, by such Acquired Subsidiary, subject to all Requirements of Law and consistent with contractual commitments and investment guidelines. (b) Until the Closing Date, Parent and its Affiliates shall use commercially reasonable efforts to (i) continue the negotiations in progress on the date hereof with TPC regarding the administration of previously reinsured accident business of TIC, (ii) attempt to agree upon such an arrangement reasonably acceptable to Purchaser, (iii) periodically advise Purchaser of the progress of such negotiations and (iv) not enter into any such agreement without the consent of Purchaser, such consent not to be unreasonably withheld. (c) Notwithstanding anything to the contrary in this Agreement, Parent shall cause Sellers to use commercially reasonable efforts (including diligently pursuing all required applications with any applicable Governmental Authority), to cause the payment of $200,000,000 of cash dividends by Acquired Foreign Subsidiaries in the amounts and by the Acquired Foreign Subsidiaries set forth in Exhibit F. Parent shall further cause the Acquired Foreign Subsidiaries to not pay any cash dividends following the date of this Agreement to Parent or any of its Affiliates (which are not Acquired Foreign Subsidiaries) in excess of the $200,000,000 of dividends provided for in the prior sentence. In addition, Parent shall not permit any Acquired Foreign Subsidiary to pay any dividend or make any other distribution to any Acquired Domestic Subsidiary or make any investment in any Acquired Domestic Subsidiary, including an investment in surplus notes issued by such Acquired Domestic Subsidiary.
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Additional Seller’s Covenants. Section 13.7 of this Agreement is modified by redesignating subsection ”(f)” as subsection ”(g)” and by adding a new subsection (f) to read in full as follows:
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Additional Seller’s Covenants. Subject to Section 2.5, prior to the Closing Date, Seller will use all commercially reasonable efforts to: (i) assist Purchaser in its efforts to obtain the Purchaser Required Consents.
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Additional Seller’s Covenants. In addition to the other agreements and obligations of Seller hereunder, Seller hereby agrees to comply with all reasonable requests for information or assistance by Buyer with respect to Buyer's covenant in Article X.A.2 herein.
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Related to Additional Seller’s Covenants

  • Seller’s Covenants 20 Section 4.1 Covenants of the Seller..........................................20 ARTICLE V SERVICING................................................................20 Section 5.1 Servicing........................................................20

  • Purchaser’s Covenants THE PURCHASERS DO AND EACH OF THEM DOTH HEREBY COVENANT WITH THE VENDORS AND THE BUILDER as follows:

  • Buyer’s Covenants Buyer hereby covenants as follows:

  • Owner’s Covenants 13.1. The Owner covenants the following to the Lessee: 13.1.1. That the Lessee shall peaceably hold and enjoy the Leased Apartment during the Term of this Agreement and the Owner shall not interrupt or interfere with the Lessee’s lawful occupation, enjoyment or use of the Leased Apartment other than in an emergency or in the normal and lawful process of exercising or implementing the Owner’s rights and obligations under this Agreement. 13.1.2. To keep the Leased Apartment, and the Owner’s contents (if any), insured for such sums and on such terms as the Owner feels appropriate against fire and other risks normally covered by a comprehensive property insurance policy and any other such risks as the Owner considers necessary from time to time. 13.1.3. Except as otherwise herein provided, to keep the Leased Apartment and all internal parts thereof in good and substantial structural condition. 13.1.4. To take reasonable steps to ensure that the Leased Apartment, the installations therein for supply of water and electricity, and for sanitation, are safe, in proper working order and in repair both at commencement of, and during the term of, this Agreement. 13.1.5. To take reasonable steps to ensure that all smoke alarms, and security equipment (e.g. security cameras, security alarm system, etc) are kept in proper working order and in repair throughout the duration of this Agreement. 13.1.6. That all consents necessary to enable the Owner to enter into this Agreement (whether from superior landlords, mortgagees, insurers or others) have been obtained.

  • Borrower’s Covenants 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company: 3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement. 3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements; 3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request; 3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income; 3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company; 3.2 Borrower covenants that during the term of this Agreement, he shall: 3.2.1 endeavor to keep Borrower Company to engage in its principle businesses; 3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement; 3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement; 3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person; 3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender; 3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest; 3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims; 3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company; 3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender; 3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section; 3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section; 3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and 3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.