Covenants and Acknowledgements. The Guarantor covenants and acknowledges (as the case may be) that:
(a) this Guarantee is a continuing guarantee and indemnity and will not be discharged in any way or be considered or deemed to be discharged in any way by any payment to Us other than the payment to, and acceptance by, Us of the whole of the Guaranteed Money;
(b) notwithstanding that as between the Guarantor and the Applicant the position of the Guarantor is that of surety only; as between the Guarantor and Us, the Guarantor is liable as a principal and as a primary debtor for the payment of the Guaranteed Money;
(c) having given its consent to Us to obtain from a credit reporting agency or consumer credit report containing information about it for Our purpose of assessing whether to accept the Guarantor as a guarantor for credit that may be applied for by the Applicant;
(d) it will not compete with Us for any dividend or distribution in the event of the Applicant being declared bankrupt, going into liquidation or being wound up or entering any deed or scheme or arrangement or assignment or composition in respect of its affairs or its assets and liabilities;
(e) this Guarantee is valid and enforceable against the Guarantor and the liability of the Guarantor continues and may be enforced by Us notwithstanding:
(i) that no steps or proceedings have been taken against the Applicant;
(ii) any indulgence or extension of time granted by Us to the Applicant;
(iii) the death or bankruptcy or winding up of the Applicant;
(iv) that payment of the Guaranteed Money by the Applicant cannot be legally enforced against the Applicant;
(v) the granting to any person by Us of any waiver;
(vi) any agreement, deed or document created with, or action or omission performed, representation made or non-disclosure of any fact or information by Us or any person;
(vii) any increase or variation in the amount of the Guaranteed Money occurring for any reason;
(viii) any amendment to or transfer, release or termination of any agreement, deed or document or any right, power or liability of any person under any agreement, whether for or without consideration;
(ix) any exercise or enforcement, or any failure or invalidity in, the exercise or enforcement by Us of any right or power conferred on Us under any agreement, deed or document or by Law, including the Agreement;
(x) any actual or potential invalidity, unenforceability, illegality or irrecoverability of any agreement, deed or document or consent or any payment made ...
Covenants and Acknowledgements. THE OWNER
Covenants and Acknowledgements. Each of the Ktunaxa Parties covenants and agrees that
Covenants and Acknowledgements. 9.1 The Customer acknowledges that Software, if any, made available for download on or via the e-link Site is governed by the license conditions establishing a legal relationship between the Customer and the licensor and except as otherwise specifically agreed, U Capital gives no warranty and makes no representation, whether express or implied, as to the quality or fitness for purpose or use of such software.
9.2 The Customer acknowledges that U Capital makes no warranty, whether express or implied that any files, downloads or applications available via the e-link Site are free of viruses, or any other data or code which has the ability to misuse or corrupt or affect the operation of Customers’ equipment and data.
9.3 The Customer agrees and undertakes not to use the e-link Services provided/ offered by U Capital to commit any act which is illegal or mala fide, including without limitation an act, which is a breach of Royal Decree 34/2002 being the Money Laundering Law.
9.4 The Customer agrees and undertakes not to avail of services similar to the e-link Services of any other banks or agencies providing similar services regarding the share(s) and securities provided by the Customer to U Capital in Oman whilst this Agreement is in force and valid.
9.5 The Customer acknowledges that the use of the e-link Site will not be free from any fault, error or defects in design or development.
9.6 The Customer acknowledges that the transmission speed, format or content of the Information and Derived Information may be changed without any prior notice.
Covenants and Acknowledgements. The Vendor will indemnify MDEX from any and all debts or liabilities arising out of or from the Assets prior to the date of this Agreement.
Covenants and Acknowledgements. 4.1 Mutual Covenants Regarding Closing 26 4.2 SugarBud’s Covenants and Acknowledgements 27 4.3 Inner Spirit's Covenants and Acknowledgements 28
Covenants and Acknowledgements. (i) LEGAL COMPLIANCE. Operator agrees to comply with all applicable laws and regulations, including but not limited to the rules and regulations promulgated by the FCC under the Communications Act of 1934, as amended, and to obtain and maintain all appropriate government Licenses necessary to the operation of Operator's System. Operator agrees to notify WMC in writing within five days after Operator becomes aware of the commencement of any action, suit or proceeding, or of the issuance of any order, writ, injunction, award or decree of any court, agency or other governmental instrumentality, which could have a material effect on the operations of the Affiliated Systems or the operations or financial condition of Operator.
Covenants and Acknowledgements. The Vendor will indemnify Mobile from any and all debts or liabilities arising out of or from the Assets prior to the date of this agreement.
Covenants and Acknowledgements. (i) From and after the Closing, Parent shall, and shall cause the Surviving Corporation to, use Parent Commercially Reasonable Efforts to achieve the Placement Milestone and the Market Expansion Milestones; provided, however, that the foregoing obligations shall terminate and be of no further force and effect (x) with respect to the Placement Milestone, upon the earlier of the termination of the Placement Milestone Term or achievement of the Placement Milestone, and (y) with respect to the Market Expansion Milestones, upon the earlier of the termination of the Market Expansion Milestone Term or achievement of the [***] Market Expansion Milestone. Parent shall not, and shall cause its Affiliates to not, take any action intended for the primary purpose of frustrating the achievement of the Placement Milestone and/or the Market Expansion Milestones and the resulting payment of any Milestone Consideration hereunder.
(ii) Each Participating Securityholder, by such Person’s execution of a Joinder Agreement, a Letter of Transmittal and/or receipt of any Merger Consideration hereunder, acknowledges and agrees that (w) subject to the terms of Section 1.9(c)(i) (Covenants and Acknowledgements), Parent is entitled to conduct the business of the Surviving Corporation, including, without limitation, with respect to any Purigen Products, in a manner that is in the best interests of Parent and its stockholders, and shall have the absolute right and sole and absolute discretion to operate and otherwise make decisions with respect to the conduct of the business of the Surviving Corporation and/or the Purigen Products and to take or refrain from taking any action with respect thereto; (x) Parent or an Affiliate of Parent currently or may in the future offer products or services that compete, either directly or indirectly, with the Purigen Products and, subject to the terms of Section 1.9(c)(i) (Covenants and Acknowledgements), may make decisions with respect to such products and services that may adversely affect the Purigen Products and the products, services, sales, revenues, expenses or other financial performance measures of the Surviving Corporation or the Purigen Products; (y) payment of the Milestone Consideration is speculative, subject to numerous factors outside of the control of Parent and its Affiliates and cannot be guaranteed; and (z) neither Parent nor any of its Affiliates shall have any liability to any Participating Securityholder or any other Person for a...
Covenants and Acknowledgements. (a) Exercise of Options for, and Recovery of, Pledged Securities. From time to time, prior to the Expiry Date, each of the Stockholders shall use commercially reasonable efforts to:
(i) exercise any and all of such options, warrants, convertible securities and other rights to acquire the Securities then exercisable, including without limitation the Lekach Options, as shall be necessary to ensure that each of the Stockholders beneficially owns sufficient Securities to enable the Stockholders to deliver all Securities that Purchasers then have the right to acquire pursuant to the Option.
(ii) assist Purchasers' efforts, if any, to cause Securities that Purchasers shall acquire pursuant to the Option to be registered (at Purchasers' expense) under the Act and/or the securities laws of any applicable states and other jurisdictions.
