Common use of Certain Seller Covenants Clause in Contracts

Certain Seller Covenants. Seller hereby makes the following covenants to Buyer, the compliance with which in all respects shall be a condition to Buyer's obligations hereunder: Seller shall conduct and operate its Business, as it pertains to the Acquired Assets, in the ordinary and prudent course of business consistent with past practices and shall not sell, lease or dispose of any of the Acquired Asset to be conveyed pursuant to this Agreement and shall preserve the business of the customers, suppliers and others having business relations with Seller's Business as those relations may pertain to the Acquired Assets; Seller shall operate its Business, with respect to the Acquired Assets, in all respects in accordance with all laws, regulations and rules applicable to such Business; Seller shall not take any action that would cause any representation or warranty contained herein to become false or invalid, and Seller shall notify Buyer of any change in any of Seller's representations and warranties contained herein; provided, however, that such notice shall not operate to cure any breach of such representations or warranties; Seller shall not take any action which is inconsistent with Seller's obligations under this Agreement; and Seller shall notify Buyer of any litigation or administrative proceeding or investigation pending or, to Seller's knowledge, threatened, which challenges the transactions contemplated hereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (eSavingsStore.com, Inc.), Asset Purchase Agreement (Eastern Exploration CO)

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Certain Seller Covenants. Seller hereby makes the following covenants to Buyer, the compliance with which in all respects shall be a condition to Buyer's ’s obligations hereunder: : (a) Seller shall conduct and operate its Business, as it pertains to the Acquired Assets, in the ordinary and prudent course of business consistent with past practices and shall not sell, lease or dispose of any of the Acquired Asset to be conveyed pursuant to this Agreement and shall preserve the business of the customers, suppliers and others having business relations with Seller's ’s Business as those relations may pertain to the Acquired Assets; ; (b) Seller shall operate its Business, with respect to the Acquired Assets, in all respects in accordance with all laws, regulations and rules applicable to such Business; ; (c) Seller shall not take any action that would cause any representation or warranty contained herein to become false or invalid, and Seller shall notify Buyer of any change in any of Seller's ’s representations and warranties contained herein; provided, however, that such notice shall not operate to cure any breach of such representations or warranties; ; (d) Seller shall not take any action which is inconsistent with Seller's ’s obligations under this Agreement; and and (e) Seller shall notify Buyer of any litigation or administrative proceeding or investigation pending or, to Seller's ’s knowledge, threatened, which challenges the transactions contemplated hereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Uranium Plus Resource Corp.)

Certain Seller Covenants. Subject to Paragraph 8, Seller hereby ------------------------- makes the following covenants to Buyer, the compliance with which in all material respects shall be a condition to Buyer's obligations hereunder: : (a) Seller shall conduct and operate its Business, as it pertains to the Acquired Assets, business in the ordinary and prudent course of business consistent with past practices and practices, shall not sell, lease or dispose of any of the Acquired Asset to be conveyed pursuant to this Agreement hereunder, and shall preserve the business of the customers, suppliers and others having business relations with Seller's Business as those relations may pertain to the Acquired Assets; Seller shall operate its Business, with respect to the Acquired Assets, in all respects in accordance with all laws, regulations and rules applicable to such Business; any Station; (b) Seller shall not knowingly take any action that would cause any representation or warranty contained herein to become false or invalid, and Seller shall notify Buyer of any change in any of Seller's representations and warranties contained herein; provided, however, that such notice shall not operate to cure any breach of such representations or warranties; ; (c) Seller shall not knowingly take any action which is materially inconsistent with Seller's obligations under this Agreement; and ; (d) Seller shall notify Buyer of any litigation or administrative proceeding or investigation pending or, to Seller's best knowledge, threatened, threatened which challenges the transactions contemplated hereby.; and

Appears in 1 contract

Samples: Asset Purchase Agreement (Nm Licensing LLC)

Certain Seller Covenants. Seller hereby makes the following covenants to Buyer, the compliance with which in all respects shall be a condition to Buyer's obligations hereunder: : (a) Seller shall conduct and operate its Business, as it pertains to the Acquired Assets, business in the ordinary and prudent course of business consistent with past practices and practices, shall not sell, lease or dispose of any of the Acquired Asset to be conveyed pursuant to this Agreement hereunder and shall preserve the business of the customers, suppliers and others having business relations with Seller's Business as those relations may pertain to the Acquired Assets; business; (b) Seller shall operate its Business, with respect to the Acquired Assets, business in all respects in accordance with all laws, regulations and rules applicable to such Business; business; (c) Seller shall not take any action that would cause any representation or warranty warranties contained herein to become false or invalid, and Seller shall notify Buyer of any change in any of Seller's representations and warranties contained herein; provided, however, that such notice shall not operate to cure any breach of such representations or warranties; ; (d) Seller shall not take any action which is inconsistent with Seller's obligations under this Agreement; and and (e) Seller shall notify Buyer of any litigation or administrative proceeding or investigation pending or, to Seller's knowledge, threatened, which challenges the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Protec Industries Inc)

Certain Seller Covenants. Seller hereby makes the following covenants to Buyer, the compliance with which in all respects shall be a condition to Buyer's obligations hereunder: Seller shall conduct and operate its Business, as it pertains to the Acquired Assets, business in the ordinary and prudent course of business consistent with past practices and practices, shall not sell, lease or dispose of any of the Acquired Asset to be conveyed pursuant to this Agreement by means of a Share Exchange hereunder and shall preserve the business of the customers, suppliers and others having business relations with Seller's Business as those relations may pertain to the Acquired Assetsbusiness; Seller shall operate its Business, with respect to the Acquired Assets, business in all respects in accordance with all laws, regulations and rules applicable to such Businessbusiness; Seller shall not take any action that would cause any representation or warranty contained herein to become false or invalid, and Seller shall notify Buyer of any change in any of Seller's representations and warranties contained herein; provided, however, that such notice shall not operate to cure any breach of such representations or warranties; Seller shall not take any action which is inconsistent with Seller's obligations under this Agreement; and Seller shall notify Buyer of any litigation or administrative proceeding or investigation pending or, to Seller's knowledge, threatened, which challenges the transactions contemplated hereby.

Appears in 1 contract

Samples: Acquisition Agreement (DigiCurve, Inc.)

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Certain Seller Covenants. Seller Sell hereby makes the following covenants to Buyer, the compliance with which in all respects shall be a condition to Buyer's obligations hereunder: : (a) Seller shall conduct and operate its Business, as it pertains to the Acquired Assets, business in the ordinary and prudent course of business consistent with past practices and practices, shall not sell, lease or dispose of any of the Acquired Asset to be conveyed pursuant to this Agreement hereunder and shall preserve the business of the customers, suppliers and others having business relations with Seller's Business as those relations may pertain to the Acquired Assets; business; (b) Seller shall operate its Business, with respect to the Acquired Assets, business in all respects in accordance with all laws, regulations and rules applicable to such Business; business; (c) Seller shall not take any action that would cause any representation or warranty contained herein to become false or invalid, and Seller shall notify Buyer of any change in any of Seller's representations and warranties contained herein; provided, however, that such notice shall not operate to cure any breach of such representations or warranties; ; (d) Seller shall not take any action which is inconsistent with Seller's obligations under this Agreement; and and (e) Seller shall notify Buyer of any litigation or administrative proceeding or investigation pending or, to Seller's knowledge, threatened, threatened which challenges the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Safe Travel Care Inc)

Certain Seller Covenants. Seller hereby makes the following covenants to Buyer, the compliance with which in all respects shall be a condition to Buyer's Xxxxx’s obligations hereunder: : (a) Seller shall conduct and operate its Business, as it pertains to the Acquired Assets, in the ordinary and prudent course of business consistent with past practices and shall not sell, lease or dispose of any of the Acquired Asset to be conveyed pursuant to this Agreement and shall preserve the business of the customers, suppliers and others having business relations with Seller's ’s Business as those relations may pertain to the Acquired Assets; ; (b) Seller shall operate its Business, with respect to the Acquired Assets, in all respects in accordance with all laws, regulations and rules applicable to such Business; ; (c) Seller shall not take any action that would cause any representation or warranty contained herein to become false or invalid, and Seller shall notify Buyer of any change in any of Seller's ’s representations and warranties contained herein; provided, however, that such notice shall not operate to cure any breach of such representations or warranties; ; (d) Seller shall not take any action which is inconsistent with Seller's ’s obligations under this Agreement; and and (e) Seller shall notify Buyer of any litigation or administrative proceeding or investigation pending or, to Seller's ’s knowledge, threatened, which challenges the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement

Certain Seller Covenants. Seller hereby makes the following covenants to Buyer, the compliance with which in all respects shall be a condition to Buyer's ’s obligations hereunder: : (a) Seller shall conduct and operate its Business, as it pertains to the Acquired Assets, in the ordinary and prudent course of business consistent with past practices and shall not sell, lease or dispose of any of the Acquired Asset to be conveyed pursuant to this Agreement and shall preserve the business of the customers, suppliers and others Blu Vu-Deltron Asset Purchase Agreement having business relations with Seller's ’s Business as those relations may pertain to the Acquired Assets; ; (b) Seller shall operate its Business, with respect to the Acquired Assets, in all respects in accordance with all laws, regulations and rules applicable to such Business; ; (c) Seller shall not take any action that would cause any representation or warranty contained herein to become false or invalid, and Seller shall notify Buyer of any change in any of Seller's ’s representations and warranties contained herein; provided, however, that such notice shall not operate to cure any breach of such representations or warranties; ; (d) Seller shall not take any action which is inconsistent with Seller's ’s obligations under this Agreement; and and (e) Seller shall notify Buyer of any litigation or administrative proceeding or investigation pending or, to Seller's ’s knowledge, threatened, which challenges the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Deltron, Inc.)

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