Buyer shall. (A) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (provided that nothing in this Section 6(d)(A) shall prohibit any transaction expressly permitted under Section 6(e));
(B) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect;
(C) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied;
(D) permit representatives of Seller, upon reasonable notice and at its sole expense (unless a default under this Agreement shall have occurred and is continuing, in which case, no prior notice shall be required and any expenses shall be payable as set forth in Section 2(c)), during normal business hours, to examine, copy and make extracts from its books and records, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Seller; provided that prior to any such examinations, Seller shall execute a confidentiality agreement reasonably satisfactory to Buyer.
Buyer shall. Promptly notify DSI of any problem or malfunction with the equipment and cease usage until correction of same.
Buyer shall. (i) accept and purchase the Shares from Vendor and deliver to Vendor as payment therefor (A) the Initial Notes; and (B) the Over-Allotment Note;
(ii) issue the Initial Vendor Units in the name of Vendor or such other nominee name or names as Vendor shall notify Buyer in writing at least 24 hours prior to the Closing Date in "book entry only" form in the depository service of The Canadian Depository for Securities Limited;
(iii) issue the Over-Allotment Vendor Units in the name of Vendor or such other nominee name or names as Vendor shall notify Buyer in writing at least 24 hours prior to the date, if any, of the conversion of the Over-Allotment Note in "book entry only" form in the depository service of The Canadian Depository for Securities Limited;
(iv) deliver or cause to be delivered to Vendor and Cenveo: (A) a certificate of the Secretary of Buyer certifying as to: (I) the full force and effect of resolutions of its trustees attached thereto as an exhibit evidencing the authority of Buyer to consummate the transactions contemplated by this Agreement; (II) the full force and effect of the Amended and Restated Declaration of Trust attached thereto as an exhibit; and (III) the incumbency of the officers of Buyer with authority to execute this Agreement and the Ancillary Instruments to which Buyer is a party; (B) the Reciprocal General Release, duly executed by Buyer; (C) the Nonsolicitation Agreement, duly executed by Buyer; (D) the Joinder Agreement, duly executed by Buyer; and (E) all other instruments, agreements and documents that are expressly required pursuant to this Agreement to be delivered by Buyer or Amalco at the Closing; and
(v) deliver or cause to be delivered to Cenveo the Registration Rights Agreement, duly executed by Buyer.
Buyer shall. (i) prepare and file with the SEC the Registration Statement in accordance with Section 6.11(a) with respect to the shares of Registrable Securities and shall use all commercially reasonable efforts to cause the Registration Statement to remain effective for a period ending on the first to occur of (A) the date all of the shares registered thereunder may be sold under Rule 144 in one three-month period (assuming compliance by the Holders with the provisions thereof) or (B) the date on which the registration statement covering the securities sold in the Financing ceases to be effective, subject to Section 6.11(a); (ii) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary, and comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in the Registration Statement until the termination of effectiveness of the Registration Statement; and (iii) for so long as Buyer is required to cause the Registration Statement to remain effective, furnish to each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) as required by the Securities Act, and such other documents as each Holder may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold.
Buyer shall. (i) execute and deliver to Seller this Agreement and the other Closing Documents to be signed by it; and
(ii) pay the Purchase Price to Seller by wire transfer to an account designated by Seller. (iii) ARTICLE THREE
Buyer shall. 8.1.1 Be responsible for ensuring the necessary permissions, permits and rental agreements for the Monitoring Locations and the associated security of the Monitoring Locations;
8.1.2 Be responsible for selecting Monitoring Locations which are acoustically appropriate, have available power, and have effective cellular communications services coverage;
8.1.3 Be responsible for all costs associated with ongoing power supply services as required;
8.1.4 Compensate the Supplier for any damage to Supplier Equipment beyond the control of Supplier, including but not limited to theft, vandalism and lightning strike;
8.1.5 Archive collected Data from the Service into Buyer storage media within one (1) month of the termination of the Service;
8.1.6 Permit only personnel authorized by Buyer to use the Supplier Equipment and access the Service and shall ensure that the Supplier Equipment and the Service is used in accordance with Supplier’s operating instructions;
8.1.7 Not permit any person other than Supplier’s personnel (or its authorised sub-contractor) to adjust, repair or modify the Supplier Equipment without prior notification to and the agreement of Supplier;
Buyer shall. 6.1.1 Deliver the number of Samples specified in any Quote to Seller’s laboratory at the site address shown on the quote and comply with all applicable laws and regulations regarding the export and import of such Samples, including Customs requirements and the payment of duties, taxes, imports or levies; and
6.1.2 Provide such information and Samples as Seller may reasonably request from time to time to assist Seller to perform the Services.
Buyer shall a. provide Seller with timely written notice of any cause, action, suit, proceeding or claim;
b. co-operate fully with Seller in furtherance of Seller’s obligations herein;
c. not settle a claim without the written agreement of Seller.
Buyer shall i. sell, assign, convey, release, relinquish or otherwise transfer to Seller (i) all of the capital common stock of Trans Energy issued to Buyer or to Texas Energy Trust Company on or about January 31, 2005, being approximately 244,633 shares (the "Trans Energy Stock"), which said shares shall be valued at the closing price per share of its publicly traded shares on the Closing Date;
ii. sell, assign, convey, release, relinquish or otherwise transfer all of Buyer's options, warrants and future rights to acquire securities of Seller or any of their affiliated entities from any of the Seller or any of their affiliated entities (the "Securities Rights");
iii. allow, and does hereby allow, Seller to utilize through December 31, 2005 the Bond to comply with West Virginia bonding requirements for the operation of oil and natural gas wells other than the Marion Xxxxty Wells, includxxx xxthout limxxxxxon existing and new wells;
ix. xxsume, and does hereby assume, responsibility for the payment of the BB&T Loan in the approximate amount of $79,089, the three Ford Motor Credit loans in the total approximate amount of $17,750, plugging liabilities related to the Marion County Wells, all xxxxxses relatxx xo operation, maintenance and ownership of the Marion County Leases and the Xxxxxn County Wells incurrex xx xr after Xxxxxt 1, 2005, whether paid or not, and all other liabilities not specifically retained by Seller.
Buyer shall. (A) Deliver to Seller the Purchase Price less the Escrow Amount.
(B) Buyer shall retain Five Hundred Thousand Dollars ($500,000.00) (the "Escrow Amount") until the earlier of the parties' agreement as to the Final Settlement Statement or January 1, 2001, at which time the Escrow Amount, plus interest accrued thereon at the "Escrow Rate" (as defined herein), shall be delivered to Seller by wire transfer of immediately available funds to an account designated by Seller; provided, however, that Buyer shall not deliver any portion of the Escrow Amount which is the subject to either (x) an unpaid claim for indemnification under Article 10 of which Seller has been notified in writing prior to January 1, 2001 or (y) an unpaid claim for an adjustment to the Purchase Price (either type of claim being an "Escrow Claim"). The Escrow Rate shall be a rate of 5% per annum.
(C) Seller shall have received an opinion letter of Buyer's in house General Counsel to the effect set forth in Subsection 3.2.1, Subsection 3.2.2, Subsection 3.2.3 (to the best of his knowledge and with respect to the Agreement), and Subsection 3.2.4 (to the best of his knowledge), in form and in substance reasonably satisfactory to Seller.
(D) Buyer shall have obtained all consents and approvals which are required under the Permits listed on Schedule 3.1.8 in connection with the consummation of the transactions contemplated hereby and which Buyer and Seller reasonably agree are material and necessary prior to Closing. With respect to Permits listed on Schedule 3.1.8 for which consent or approval is not available and which Buyer and Seller reasonably agree are material, then Buyer shall have obtained a Permit in Buyer's name from the Government Authority issuing such Permit listed on Schedule 3.1.8.
(E) Execute and deliver to Seller a counterpart to the Bill of Sale.
