Common use of Additional Covenants of the Buyer Clause in Contracts

Additional Covenants of the Buyer. (a) Notwithstanding any other provision hereof, Buyer covenants and agrees that, for a period of five (5) years commencing on the Closing Date, Buyer shall not transfer the Purchased Assets, or any material portion of the Purchased Assets, to any entity or Affiliate of such entity who at that time is the owner of any bundle of generation assets previously owned by Seller within the northern regions of Nevada, as such regions are described in the Offering Memorandum. Buyer further covenants and agrees that, in the event that Buyer transfers the Purchased Assets or any material portion of the Purchased Assets during such five (5) year period, Buyer shall obtain from its transferee a covenant and agreement which restricts such transferee's ability to transfer the Purchased Assets that is substantially similar to Buyer's covenant and agreement in the first sentence of this Section 7.12(a) and an additional covenant and agreement that is substantially similar to that of this sentence, and each such covenant and agreement shall survive and remain in effect until five (5) years from the Closing Date as defined in this Agreement. The covenants and agreements contained in this Section 7.12(a) shall survive Closing and shall continue in effect for a period of five (5) years commencing on the Closing Date; (1) Buyer hereby covenants and agrees that, for a period of twenty-four (24) months following the earlier of the Closing Date or January 1, 2001, Buyer shall use reasonable efforts to operate the Xxxxx Facility and provide such information, reports and data required to be provided to DOE pursuant to the terms of the Cooperative Agreement by and between the Seller and DOE dated as of July 31, 1992, as amended; and (2) Buyer hereby covenants and agrees that, if at any time during the 24-month period described in section 7.12(b) of this Agreement Buyer elects to abandon all further efforts to make the Xxxxx Facility operational, Buyer shall comply with the requirements of Section 4(b) of Amendment M010 to the Cooperative Agreement dated as of November 2, 1999 and shall deliver to DOE, within 60 days of cessation of efforts, a complete and final report explaining, substantiating and documenting why such efforts were abandoned. The documentation provided to DOE shall address both the technical and economic factors which influenced Buyer's decision. The covenants and agreements contained in this Section 7.12(c) and Section 7.12(b) shall survive Closing and shall continue in effect for a period of twenty-four (24) months following the earlier of the Closing Date or January 1, 2001.

Additional Covenants of the Buyer. (a) Notwithstanding any other --------------------------------- provision hereof, Buyer covenants and agrees that, for a period of five (5) years commencing on the Closing Date, Buyer shall not transfer the Purchased Assets, or any material portion of the Purchased Assets, to any entity or Affiliate of such entity who at that time is the owner of any bundle of generation assets previously owned by Seller within the northern regions of Nevada, as such regions are described in the Offering Memorandum. Buyer further covenants and agrees that, in the event that Buyer transfers the Purchased Assets or any material portion of the Purchased Assets during such five (5) year period, Buyer shall obtain from its transferee a covenant and agreement which restricts such transferee's ability to transfer the Purchased Assets that is substantially similar to Buyer's covenant and agreement in the first sentence of this Section 7.12(a) and an additional covenant and agreement that is substantially similar to that of this sentence, and each such covenant and agreement shall survive and remain in effect until five (5) years from the Closing Date as defined in this Agreement. The covenants and agreements contained in this Section 7.12(a) shall survive Closing and shall continue in effect for a period of five (5) years commencing on the Closing Date; (1b) Buyer hereby covenants and agrees that, for a period of twenty-four (24) months following the earlier of the Closing Date or January 1, 2001, Buyer shall use reasonable efforts to operate the Xxxxx Facility and provide such information, reports and data required to be provided to DOE pursuant to the terms of the Cooperative Agreement by and between the Seller and DOE dated as of July 31, 1992, as amended; and (2c) Buyer hereby covenants and agrees that, if at any time during the 24-month period described in section 7.12(b) of this Agreement Buyer elects to abandon all further efforts to make the Xxxxx Facility operational, Buyer shall comply with the requirements of Section 4(b) of Amendment M010 to the Cooperative Agreement dated as of November 2, 1999 and shall deliver to DOE, within 60 days of cessation of efforts, a complete and final report explaining, substantiating and documenting why such efforts were abandoned. The documentation provided to DOE shall address both the technical and economic factors which influenced Buyer's decision. The covenants and agreements contained in this Section 7.12(c) and Section 7.12(b) shall survive Closing and shall continue in effect for a period of twenty-four (24) months following the earlier of the Closing Date or January 1, 2001.

Additional Covenants of the Buyer. (a) Notwithstanding any other provision hereof, The Buyer covenants and agrees thatas follows: (a) Concurrently with the Closing, the Buyer shall deliver an agreement executed by SMG, in a form reasonably acceptable to the Company and SMG (the "SMG TERMINATION AGREEMENT"), (i) terminating his employment with the Company and the Employment Agreement dated as of December 31, 2008 and amended on April 2, 2009 between the Company and SMG (the "SMG EMPLOYMENT AGREEMENT") pursuant to Section 4.01(F) thereof, (ii) providing that on the Closing Date all restricted shares of Company Common Stock outstanding immediately prior to the Closing Date (as specified in the SMG Termination Agreement) that were awarded to SMG pursuant to the Restricted Stock Award Agreement dated as of March 31, 2009 between the Company and SMG (the "SMG RESTRICTED STOCK AWARD AGREEMENT" and together with the SMG Employment Agreement, the "SMG AGREEMENTS") will become fully and immediately vested and all restrictions and conditions applicable thereto will lapse, pursuant to Section 1(f) of Exhibit A to the Restricted Stock Award Agreement and acknowledging that SMG shall have no right to any additional restricted shares of the Company Common Stock pursuant to the SMG Restricted Stock Award Agreement (other than such restricted shares of the Company Common Stock pursuant to the SMG Restricted Stock Award Agreement that are outstanding immediately prior to the Closing Date), and (iii) providing for a an irrevocable waiver and general release by SMG (on his own behalf and on behalf of each of his descendants, dependents, heirs, executors, administrators, assigns and successors, if applicable) of any and all claims that SMG may have against the Company and/or any of its shareholders, officers, directors, employees, agents and related parties (in both their individual and representative capacities), including, without limitation, (A) claims arising out of the SMG Agreements or the termination thereof and SMG's employment with the Company or separation therefrom, and (B) claims for salary, bonus, benefits or other compensation earned pursuant to the SMG Employment Agreement prior to September 15, 2009, but excluding any claims (a) for unpaid salary, benefits or other compensation (other than bonuses) earned pursuant to the SMG Employment Agreement during the period of five (5) years commencing beginning on September 15, 2009 and ending on the Closing Date; PROVIDED, HOWEVER, it is understood and agreed that, as of September 15, 2009, SMG shall continue to earn salary at the rate of $100,000 on an annualized basis or such lesser amount as is consistent with an across the board salary reduction applicable to executive level Company personnel between the date hereof and the Closing Date, (b) to enforce the SMG Agreements, subject to this SECTION 6.15(a) or the SMG Termination Agreement, (c) that arise after execution of the SMG Termination Agreement, (d) challenging the validity of the SMG Termination Agreement under the Age Discrimination in Employment Act of 1967 ("ADEA"), or (e) any other claims that may not be released under the SMG Termination Agreement in accordance with applicable law. (b) Concurrently with the Closing, the Buyer shall not transfer deliver an agreement executed by Xxxxx, in a form reasonably acceptable to the Purchased AssetsCompany and Xxxxx (the "XXXXX TERMINATION AGREEMENT"), (i) terminating her employment with the Company under the terms of the term sheet effective as of August 1, 2009 (the "XXXXX TERM SHEET") and (ii) providing for an irrevocable waiver and general release by Xxxxx (on her own behalf and on behalf of each of her descendents, dependents, heirs, executors, administrators, assigns and successors, if applicable) of any and all claims that Xxxxx may have against the Company and/or any of its shareholders, officers, directors, employees, agents and related parties (in both their individual and representative capacities), including, without limitation, (A) claims arising out of the Xxxxx Term Sheet or the termination thereof and Xxxxx'x employment with the Company or separation therefrom, and (B) claims for salary, bonus, benefits, or other compensation earned pursuant to the Xxxxx Term Sheet prior to September 15, 2009, but excluding any material portion of claims (a) for unpaid salary, benefits or other compensation (other than bonuses) earned pursuant to the Purchased AssetsXxxxx Term Sheet during the period beginning on September 15, to any entity or Affiliate of such entity who at that time is the owner of any bundle of generation assets previously owned by Seller within the northern regions of Nevada, as such regions are described in the Offering Memorandum. Buyer further covenants 2009 and agrees that, in the event that Buyer transfers the Purchased Assets or any material portion of the Purchased Assets during such five (5) year period, Buyer shall obtain from its transferee a covenant and agreement which restricts such transferee's ability to transfer the Purchased Assets that is substantially similar to Buyer's covenant and agreement in the first sentence of this Section 7.12(a) and an additional covenant and agreement that is substantially similar to that of this sentence, and each such covenant and agreement shall survive and remain in effect until five (5) years from the Closing Date as defined in this Agreement. The covenants and agreements contained in this Section 7.12(a) shall survive Closing and shall continue in effect for a period of five (5) years commencing ending on the Closing Date; (1) Buyer hereby covenants ; provided, HOWEVER, it is understood and agrees agreed that, for a period as of twenty-four September 15, 2009, Xxxxx shall continue to earn salary at the rate of $100,000 on an annualized basis or such lesser amount as is consistent with an across the board salary reduction applicable to executive level Company personnel between the date hereof and the Closing Date, (24b) months following to enforce the earlier Xxxxx Term Sheet, subject to this SECTION 6.15(b), or the Xxxxx Termination Agreement, (c) that arise after execution of the Closing Date or January 1Xxxxx Termination Agreement, 2001, Buyer shall use reasonable efforts to operate (d) challenging the validity of the Xxxxx Facility and provide such informationTermination Agreement under the ADEA, reports and data required to or (e) any other claims that may not be provided to DOE pursuant to the terms of the Cooperative Agreement by and between the Seller and DOE dated as of July 31, 1992, as amended; and (2) Buyer hereby covenants and agrees that, if at any time during the 24-month period described in section 7.12(b) of this Agreement Buyer elects to abandon all further efforts to make released under the Xxxxx Facility operational, Buyer shall comply Termination Agreement in accordance with the requirements of Section 4(b) of Amendment M010 to the Cooperative Agreement dated as of November 2, 1999 and shall deliver to DOE, within 60 days of cessation of efforts, a complete and final report explaining, substantiating and documenting why such efforts were abandoned. The documentation provided to DOE shall address both the technical and economic factors which influenced Buyer's decision. The covenants and agreements contained in this Section 7.12(c) and Section 7.12(b) shall survive Closing and shall continue in effect for a period of twenty-four (24) months following the earlier of the Closing Date or January 1, 2001applicable law.

Additional Covenants of the Buyer. Subject to other terms and conditions of this Agreement which define the Buyer's covenants, the Buyer covenants, in particular: 2.7.1 to deposit the Escrow Amount in the Escrow Account within three (a3) Notwithstanding business days of Execution Date, however not earlier than within three (3) days from execution of the Escrow Agreement; 2.7.2 to duly perform Buyer's obligations as defined in the BRE Bank Agreement; 2.7.3 to procure approval by the Buyer's Representative of the accuracy of the Settlement and the Cooperation Agreements' Settlement; 2.7.4 to pay to the Buyer's account at BRE Bank, the First Part of Purchase Price no later than on the day preceding the Closing Date, however not earlier than within three (3) days from receipt of Seller's and BRE Bank's notice on the final definition of the First Part of Purchase Price; and refrain from, until the Closing Date inclusive, issuing any other provision hereofinstructions with regards to such amounts, Buyer covenants and agrees thatexcept for giving instructions of transfer of specific amounts (which, for a period in aggregate, do not exceed the First Part of five (5Purchase Price) years commencing to the bank accounts designated in the Representation with Instructions Relating to the First Part of Purchase Price; 2.7.5 to procure, no later than on the Closing Date, Buyer shall Seller's release from the PKO BP Security Interests and the BRE Bank Security Interests, which release cannot transfer contain any other conditions other than the Purchased Assets, or any material portion of terminating condition constituting the Purchased Assets, to any entity or Affiliate of such entity who at that time is the owner of any bundle of generation assets previously owned by Seller within the northern regions of Nevada, as such regions are described in the Offering Memorandum. Buyer further covenants and agrees that, in the event that Buyer transfers the Purchased Assets or any material portion of the Purchased Assets during such five (5) year period, Buyer shall obtain from its transferee a covenant and agreement which restricts such transferee's ability to transfer the Purchased Assets that is substantially similar to Buyer's covenant and agreement in failure to buy the first sentence of this Section 7.12(aShares; no later than three (3) and an additional covenant and agreement that is substantially similar business days prior to that of this sentence, and each such covenant and agreement shall survive and remain in effect until five (5) years from the Closing Date as defined in the Buyer shall deliver to the Seller either documents or draft documents relating to execution of this Agreement. The covenants obligation; the contents of the documents and agreements contained in this Section 7.12(a) shall survive Closing and shall continue in effect for a period draft documents delivered to the Seller within such time should correspond to the contents of five (5) years commencing the documents which will be presented to the Seller on the Closing Date; 2.7.6 to procure, no later than on the Closing Date, Seller's release from the WFOae's Security Interests, which waiver cannot contain any conditions other than the terminating condition of Buyer's failure to buy the Shares, no later than three (13) Buyer hereby covenants and agrees that, for a period of twenty-four (24) months following the earlier of business days prior to the Closing Date or January 1, 2001, the Buyer shall use reasonable efforts to operate the Xxxxx Facility and provide such information, reports and data required to be provided to DOE pursuant to the terms of the Cooperative Agreement by and between the Seller and DOE dated as of July 31, 1992, as amended; and (2) Buyer hereby covenants and agrees that, if at any time during the 24-month period described in section 7.12(b) of this Agreement Buyer elects to abandon all further efforts to make the Xxxxx Facility operational, Buyer shall comply with the requirements of Section 4(b) of Amendment M010 to the Cooperative Agreement dated as of November 2, 1999 and shall deliver to DOE, within 60 days the Seller either documents or draft documents relating to execution of cessation of efforts, a complete and final report explaining, substantiating and documenting why such efforts were abandoned. The documentation provided to DOE shall address both this obligation; the technical and economic factors which influenced Buyer's decision. The covenants and agreements contained in this Section 7.12(c) and Section 7.12(b) shall survive Closing and shall continue in effect for a period of twenty-four (24) months following the earlier contents of the documents and draft documents delivered to the Seller within such time should correspond to the contents of the documents which will be presented to the Seller on the Closing Date or January 1, 2001Date; 2.7.7 to collect the share certificates for the Shares; 2.7.8 to pay the Total Purchase Price for the Shares.