PERFORMANCE AND COVENANTS PENDING CLOSING Sample Clauses

PERFORMANCE AND COVENANTS PENDING CLOSING. The Companies covenant and agree that from and after the date of this Agreement and until the earlier of the Closing Date or the termination of this Agreement in accordance with Article 12 hereof:
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PERFORMANCE AND COVENANTS PENDING CLOSING. The Shareholder covenants and agrees that from and after the date of this Agreement and until the earlier of the Closing Date or the termination of this Agreement in accordance with Article 12 hereof:
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PERFORMANCE AND COVENANTS PENDING CLOSING. 5.1 Access to Information..................................................................................42 -ii- TABLE OF CONTENTS ----------------- (continued) 5.3 Encumbrances...........................................................................................42 5.4 Pay Increases..........................................................................................42 5.5 Restrictions on New Contracts and Liabilities..........................................................43
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PERFORMANCE AND COVENANTS PENDING CLOSING. 33 5.1 Continuing Due Diligence..........................................33 5.2 Conduct of Business...............................................33 5.3 Encumbrances......................................................33 -ii- TABLE OF CONTENTS ----------------- (continued) PAGE ----
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PERFORMANCE AND COVENANTS PENDING CLOSING. 5.1 Continuing Due Diligence 5.2 Conduct of Business 5.3 Encumbrances 5.4 Pay Increases 5.5 Restrictions on New Contracts 5.6 Preservation of Business 5.7 Payment and Performance of Obligations 5.8 Restrictions on Sale of Assets 5.9 Prompt Notice 5.10 Consents 5.11 Retention Program Plan 5.12 No Solicitation of Other Offers 5.13 Accounts Receivable and Payable 5.14 Audited Financial Statements 5.15 Insurance 5.16 Filing Reports and Making Payments 5.17 Capital Expenditures 5.18 Monthly and Year-End Financials 5.19 Litigation 5.20 Notification of Inaccuracy 5.21 Debt Instruments 5.22 Guarantees 5.23 Cooperation with Respect to Permits, Licenses and Regulatory Matters 5.24 Intercompany Agreements 5.25 Asset Purchase, Transfer and Licensing
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PERFORMANCE AND COVENANTS PENDING CLOSING. 5.1 Access to Information . . . . . .38 5.2
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Related to PERFORMANCE AND COVENANTS PENDING CLOSING

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

  • Performance of Covenants and Satisfaction of Conditions To use its reasonable best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to each Closing Date and to satisfy all conditions precedent to the delivery of the Firm Stock and the Optional Stock.

  • 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.

  • 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.

  • 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 ▇▇▇▇ 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 ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to the Initial ▇▇▇▇ 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 ▇▇▇▇ 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 ▇▇▇▇ of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.