CLOSING AND COVENANTS Sample Clauses

CLOSING AND COVENANTS. 5.1 At the time of execution of this Agreement the Vendor shall deliver duly completed and executed transfer documents for the transfer of all of the Property to the Purchaser, in form and substance satisfactory to the Purchaser, acting reasonably including, without limitation, acknowledgements and directions for the electronic registry, and assignments or other applicable documents relating to the transfer of the Property (collectively, the “Transfer Documents”), which shall be deposited in trust with the Purchaser’s legal counsel to be held in escrow, subject to execution of an escrow agreement between the Parties and the Purchaser’s Counsel, and released to the Purchaser upon the payment or completion of the Option Consideration. 5.2 Upon the Purchaser satisfying the conditions set out in this Agreement, including without limitation, the obligations set out in section 2.2: (a) the Purchaser shall without any further payment or action acquire and be deemed to have acquired and be vested with a 100% undivided right, title and interest in and to the Property, free and clear of all Encumbrances other than Permitted Encumbrances and the NSR; and (b) the Transfer Documents shall be released to the Purchaser. The date the Transfer Documents are released to the Purchaser will be referred to as the “Closing”. 5.3 The Vendor hereby acknowledges and covenants and agrees with the Purchaser that from the date of execution of this Agreement until the Closing, the Purchaser, its officers, directors, employees, agents, advisors and all other persons authorized by the Purchaser (the “Purchaser Personnel”) shall have the exclusive right to enter upon, take possession of, use and prospect, explore, and develop the Property in such manner as the Purchaser in its sole discretion may deem advisable and the Purchaser and the Purchaser Personnel shall be entitled to remove from the Property any material including, without limitation, geochemical samples, rock samples, drill cores, ore, concentrates, base or precious metals in any form, for the sole purpose of testing or otherwise analyzing the indicated or inferred minerals within the Mineral Claims, bulk testing or pilot plant operations, including without limitation, sampling, testing, analyzing, processing and selling, as the Purchaser may determine in its sole discretion. 5.4 Nothing in this Agreement shall be construed as an attempt to assign any contract which, as a matter of law, is not assignable without the consent of...
Sample 1
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CLOSING AND COVENANTS 
Sample 1

Related to CLOSING AND COVENANTS

  • Closing Covenants The Purchaser agrees with the Vendor that after closing he:

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Survival of Representations and Covenants (a) Subject to the provisions of Section 5.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and the sale of the Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Assets by the Purchaser; and (iii) the dissolution of any party to this Agreement. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 5.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Seller Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against the Seller. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.3, 2.6 and 2.26 and Sections 3.1 and 3.6 and the related sections of the Seller Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the a party required to provide indemnification pursuant to this Section 5 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 5.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.

  • 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.

  • Survival of Covenants Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.

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

  • Collateral Reporting and Covenants Each Borrower hereby covenants and agrees, on behalf of itself and its Subsidiaries, as applicable below, as follows:

  • Non-Survival of Representations and Covenants The respective representations, warranties, obligations, covenants, and agreements of the Parties shall not survive the Effective Time except for this Section 10.3 and Articles II, III, IV and XI and Sections 8.10, 8.11 and 8.12 of this Agreement.

  • Land Covenants This Agreement is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, SUBRECIPIENT shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the CITY and the United States are beneficiaries of and entitled to enforce such covenants. SUBRECIPIENT, in undertaking its obligation to carry out the Program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate.

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