Common use of Covenant Regarding ALRE Shares and ALRE Warrants Clause in Contracts

Covenant Regarding ALRE Shares and ALRE Warrants. (a) RCH agrees (i) it will not permit any of the Held Interests to become subject to any liens, claims, options, security interests or encumbrances of any kind or nature (collectively, "Adverse Interests"), (ii) it will not take, and it will not permit any affiliate to take, any action that could impair the title of RCH, XL and the XL Sub thereto, (iii) it will not permit any Held Interests to be sold, transferred or assigned without the prior written consent of XL or the XL Sub and (iv) it will not take, and it will not permit any affiliate to take, any action inconsistent with the intent of the parties hereto as expressed in the Recitals. Upon any transfer effected pursuant to Section 2, the XL or XL Sub (or such other transferee designated by XL or the XL Sub) shall receive good and marketable title thereto, free and clear of any and all Adverse Interests (subject to the provisions of ALRE Bye-Law 52 (Limitation on voting rights of Controlled Shares (as such term is defined in the ALRE Bye-Laws))). (b) This Section 8 is intended to be for the benefit of, and shall be enforceable by, XL and the XL Sub and its permitted successors and assigns. If RCH shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, then proper provisions shall be made so that the successors and assigns of RCH shall assume all of the obligations set forth in this Agreement.

Covenant Regarding ALRE Shares and ALRE Warrants. (a) RCH agrees (i) it will not permit any of the Held Interests ALRE Shares, ALRE Warrants or common shares of ALRE issued upon the exercise of ALRE Warrants, cash realized upon the sale of any of the foregoing and any dividends or other distributions (whether cash, stock or otherwise) with respect thereto, if any, to be held by it pursuant to Section 2(e) to become subject to any liens, claims, options, security interests or encumbrances of any kind or nature (collectively, "Adverse Interests"), (ii) and that it will not takenot, and it will not permit any affiliate to takeof its subsidiaries to, take any action that could impair the title of RCH, XL RCH and the XL Sub thereto, (iii) it will not permit any Held Interests to be sold, transferred or assigned without the prior written consent of XL or the XL Sub and (iv) it will not take, and it will not permit any affiliate to take, any action inconsistent with the intent of the parties hereto as expressed in the Recitals. Upon any transfer effected pursuant to Section 22(e), the XL or XL Sub (or such other transferee designated by XL or the XL Sub) shall receive good and marketable title thereto, free and clear of any and all Adverse Interests (subject to the provisions of ALRE Bye-Law 52 (Limitation on voting rights of Controlled Shares (as such term is defined in the ALRE Bye-Laws))). (b) This Section 8 15 is intended to be for the benefit of, and shall be enforceable by, XL and the XL Sub and its permitted successors and assigns. If RCH shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, then proper provisions shall be made so that the successors and assigns of RCH shall assume all of the obligations set forth in this Agreement and the Voting and Disposition Agreement.

Covenant Regarding ALRE Shares and ALRE Warrants. (a) RCH agrees (i) it will not permit any of the Held Interests to become subject to any liens, claims, options, security interests or encumbrances of any kind or nature (collectively, "Adverse InterestsADVERSE INTERESTS"), (ii) it will not take, and it will not permit any affiliate to take, any action that could impair the title of RCH, XL and the XL Sub thereto, (iii) it will not permit any Held Interests to be sold, transferred or assigned without the prior written consent of XL or the XL Sub and (iv) it will not take, and it will not permit any affiliate to take, any action inconsistent with the intent of the parties hereto as expressed in the Recitals. Upon any transfer effected pursuant to Section 2, the XL or XL Sub (or such other transferee designated by XL or the XL Sub) shall receive good and marketable title thereto, free and clear of any and all Adverse Interests (subject to the provisions of ALRE Bye-Law 52 (Limitation on voting rights of Controlled Shares (as such term is defined in the ALRE Bye-Laws))). (b) This Section 8 is intended to be for the benefit of, and shall be enforceable by, XL and the XL Sub and its permitted successors and assigns. If RCH shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, then proper provisions shall be made so that the successors and assigns of RCH shall assume all of the obligations set forth in this Agreement.

Covenant Regarding ALRE Shares and ALRE Warrants. (a) RCH agrees (i) it will not permit any of the Held Interests to become subject to any liens, claims, options, security interests or encumbrances of any kind or nature (collectively, "Adverse Interests"), (ii) it will not take, and it will not permit any affiliate to take, any action that could impair the title of RCH, XL and the XL Sub thereto, (iii) it will not permit any Held Interests to be sold, transferred or assigned without the prior written consent of XL or the XL Sub and (iv) it will not take, and it will not permit any affiliate to take, any action inconsistent with the intent of the parties hereto as expressed in the Recitals. Upon any transfer effected pursuant to Section 2, the XL or XL Sub (or such other transferee designated by XL or the XL Sub) shall receive good and marketable title thereto, free and clear of any and all Adverse Interests (subject to the provisions of ALRE Bye-Law 52 (Limitation on voting rights of Controlled Shares (as such term is defined in the ALRE Bye-Laws))). (b) This Section 8 is intended to be for the benefit of, and shall be enforceable by, XL and the XL Sub and its permitted successors and assigns. If RCH shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, then proper provisions shall be made so that the successors and assigns of RCH shall assume all of the obligations set forth in this Agreement.

Covenant Regarding ALRE Shares and ALRE Warrants. (a) RCH agrees (i) it will not permit any of the Held Interests ALRE Shares, ALRE Warrants or common shares of ALRE issued upon the exercise of ALRE Warrants, cash realized upon the sale of any of the foregoing and any dividends or other distributions (whether cash, stock or otherwise) with respect thereto, if any, to be held by it pursuant to Section 2(e) to become subject to any liens, claims, options, security interests or encumbrances of any kind or nature (collectively, "Adverse Interests"), (ii) and that it will not takenot, and it will not permit any affiliate to takeof its subsidiaries to, take any action that could impair the title of RCH, XL RCH and the XL Sub thereto, (iii) it will not permit any Held Interests to be sold, transferred or assigned without the prior written consent of XL or the XL Sub and (iv) it will not take, and it will not permit any affiliate to take, any action inconsistent with the intent of the parties hereto as expressed in the Recitals. Upon any transfer effected pursuant to Section 22(e), the XL or XL Sub (or such other transferee designated by XL or the XL Sub) shall receive good and marketable title thereto, free and clear of any and all Adverse Interests (subject to the provisions of ALRE Bye-Law 52 (Limitation on voting rights of Controlled Shares (as such term is defined in the ALRE Bye-Laws))). (b) This Section 8 15 is intended to be for the benefit of, and shall be enforceable by, XL and the XL Sub and its permitted successors and assigns. If RCH shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, then proper provisions shall be made so that the successors and assigns of RCH shall assume all of the obligations set forth in this Agreement and the Voting and Disposition Agreement.