COVENANTS BY THE PURCHASER Sample Clauses

COVENANTS BY THE PURCHASER. The Purchaser covenants to the Vendor that it will do or cause to be done the following:

COVENANTS BY THE PURCHASER. 6.1 The Purchaser hereby covenants and agrees with the Vendor that the Purchaser has taken and will take all necessary and required corporate measures, proceedings and actions to authorize and enable the Purchaser to enter into and deliver this Agreement and to perform its obligations hereunder and to issue the Consideration Shares to the Vendor in accordance with the terms of this Agreement.

COVENANTS BY THE PURCHASER. 7.1. It is acknowledged and agreed by the parties that the approval of the board of directors of OCBVI is required for the transfer of the OCBVI Shares held by NAMF to the Purchaser hereunder and for the approval of the Assignments referred to in clause 5.7 above and for the acceptance of the resignations of the directors and officers referred to in clause 5.7 above. The Purchaser agrees to use its best efforts at its own expense to conclude and execute an agreement satisfactory to it substantially in the form contained in an email addressed to Glenn Harrigan dated September 18th 2002 with Sage Water Xxxxxxxx (BVI) Ltd., or other such agreement as is satisfactory to the Purchaser to obtain such approvals and acceptance. Subject to execution of such agreement, the Purchaser agrees to use its best endeavors to cause Sage Water Holdings (BVI) Ltd. to cooperate in the holding of a board meeting or the passing of directors' resolutions (as the case may be) prior to Completion at which the resolutions and matters described at clause 5.7 above are passed, accepted and approved. 7.2. The Purchaser shall on or as soon as possible after Completion secure the full and final release of the Vendors and EGL from the Guarantees (and the Purchaser shall offer its own guarantees upon the same terms as the Guarantees in substitution therefor if necessary to secure such release) and shall procure that the Guarantees are returned to the Vendors or to EGL and the Purchaser shall, pending such release, fully and effectively indemnify the Vendors and EGL and each of them and keep them indemnified against any and all liability, cost or expense of the Vendors and EGL and each of them under or in respect of the Guarantees. In this regard, the Purchaser shall duly execute and deliver to the Vendors the EGL Indemnity and the NAMF Indemnity. The release of EGL from the Guarantee in favour of the Governor of the Cayman Islands shall be in the form set out at Schedule 7 or, in the event that a release in such form cannot be obtained, in such other form as is agreed with or is reasonably acceptable to the Vendors. The releases of the Guarantees in favour of the

COVENANTS BY THE PURCHASER. The Purchaser covenants to the Shareholders that it will do or cause to be done the following: (1) CONFIDENTIALITY. Prior to the Closing Time and, if the transaction contemplated hereby is not completed, at all times after the Closing Time, the Purchaser will keep confidential all information obtained by it relating to Novagen and the Business, except such information which: (a) prior to the date hereof was already in the possession of the Purchaser, as demonstrated by written records; (b) is generally available to the public, other than as a result of a disclosure by the Purchaser, or (c) is made available to the Purchaser on a non-confidential basis from a source other than the Shareholders or their representatives. The Purchaser further agrees that such information will be disclosed only to those of its employees and representatives of its advisors who need to know such information for the purposes of evaluating and implementing the transaction contemplated hereby. Notwithstanding the foregoing provisions of this paragraph, the obligation to maintain the confidentiality of such information will not apply to the extent that disclosure of such information is required in connection with governmental or other applicable filings relating to the transactions hereunder, provided that, in such case, unless the Shareholders otherwise agree, the Purchaser will, if possible, request confidentiality in respect of such governmental or other filings. If the transactions contemplated hereby are not consummated for any reason, the Purchaser will return forthwith, without retaining any copies thereof, all information and documents obtained from the Shareholders and Novagen.

COVENANTS BY THE PURCHASER. The Purchaser covenants to and with the Vendors that the Purchaser will take all actions within its control to ensure that the representations and warranties in SECTION 3.3 remain true and correct in all material respects at the Closing Time.

COVENANTS BY THE PURCHASER. The Purchaser covenants to the Vendor and the Shareholder that it will do or cause to be done the following:

COVENANTS BY THE PURCHASER. Subject to the provisions of paragraph 3.1 and paragraph 4, the Purchaser agrees that it will, in accordance with the relevant laws and procedures of the Commonwealth of the Bahamas, immediately following the execution and exchange of this Agreement make a Tender Offer in such form as is agreed with the Vendor to all other shareholders of the Company (other than DesalCo Limited) at the same price per share as paid to the Vendor hereunder with a period of acceptance being on or before February 14 2003 (or such earlier or later date as the Purchaser, may at its option, specify) on substantially the same terms as this Agreement and subject to the completion of this Agreement (the "Tender Offer").

COVENANTS BY THE PURCHASER. The Purchaser covenants to the Sel ler as follows:

COVENANTS BY THE PURCHASER. Covenants and Agreements of Purchaser Up to and including the Closing Date, Purchaser covenants that:

COVENANTS BY THE PURCHASER. 15.1 The Building and the Building name shall not be changed at any time by the Purchaser or the Organisation/Apex Body without the prior written consent of the Promoters. Upon and after receipt of obtaining the occupation certificate, the Purchaser shall use the said Premises or any part thereof or permit the same to be used only for residential purposes and shall use the car parks if earmarked shall be used only for the purpose of keeping or parking the Purchaser’s own vehicle. The Purchaser shall use the Flat or any part thereof or permit the same to be used only for the purpose for which the same is allotted. The Purchaser shall use the Car Parking Space/s for the purpose of parking the Purchaser’s own vehicle. The Purchaser agrees not to change the user of the said Premises without prior consent in writing of the Promoters and any unauthorised change of user by the Purchaser shall render this Agreement voidable at the option of the Promoters and the Purchaser in that event shall not be entitled to any right arising out of this Agreement. 15.2 The Purchaser with an intention to bring all persons in whose hands the said Premises may come, doth hereby covenant with the Promoters as follows: - (i) to maintain the said Premises at the Purchaser’s own cost in good tenantable repairs and condition from the date possession of the said Premises is taken and shall not do or suffer to be done anything in or to the Building, staircase/s or passage/s which may be against the rules, regulations or bye-laws of concerned local authority or change/alter or make addition in or to the Building or the said Premises or any part thereof; (ii) not to store in the said Premises any goods which are of hazardous, combustible or dangerous nature or are so heavy so as to damage the construction of the Building or storing of which goods is objected by the concerned local or other authority and shall not carry or caused to be carried heavy packages whereby upper floors may be damaged or that is likely to damage the staircase, common passage or any other structures of the Building including the entrance thereof. In case any damage is caused to the said Premises or the Building on account of the negligence or default of the Purchaser in this behalf, the Purchaser shall be liable for the consequences of the breach; to carry at the Purchaser’s own cost all internal repairs to the Flat and maintain it in the same condition, state and order in which it was delivered by the Promoters to ...