Covenants of Buyer. Buyer agrees that:
Covenants of Buyer. Buyer hereby covenants and agrees with Seller as follows:
Covenants of Buyer. Buyer covenants and agrees as follows:
Covenants of Buyer. Section 6.01.
Covenants of Buyer. Buyer shall have in all material respects performed all obligations and complied with all covenants set forth in this Agreement which are required to be performed or complied with by it at or prior to the Closing.
Covenants of Buyer. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Seller shall have been obtained (which consent shall not be unreasonably withheld, delayed, or conditioned), and except as expressly contemplated herein or as set forth in Section 6.3 of Buyer’s Disclosure Memorandum, Buyer covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the following:
(a) amend the articles of incorporation, bylaws or other governing instruments of Buyer or any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would affect Seller or the holders of Seller Common Stock adversely relative to other holders of Buyer Common Stock;
(b) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code;
(c) take any action that is intended or which could reasonably be expected to (i) impede, adversely affect or materially delay consummation of the transactions contemplated by this Agreement or the receipt of any approvals of any Regulatory Authority or third party referenced in Section 7.4(a), (ii) result in any of the conditions set forth in ARTICLE 8 not being satisfied, or (iii) impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable Law; or
(d) agree to take, make any commitment to take, or adopt any resolutions of Buyer’s board of directors in support of, any of the actions prohibited by this Section 6.3.
Covenants of Buyer. All of the covenants and agreements herein on the part of the Buyer to be complied with or performed on or before the Closing Date shall have been fully complied with and performed.
Covenants of Buyer. 18 Section 5.3
Covenants of Buyer. (a) Buyer shall maintain and operate, at its sole cost and expense, the Storage Facilities in a manner that fully complies with (i) all applicable Laws and Regulations; and (ii) standard industry practice. With respect to the operation of the Storage Facilities, Buyer shall make all repairs and perform all maintenance in a reasonably timely manner.
(b) Buyer shall ensure that the Storage Facilities adhere to its current maintenance standards. Buyer shall maintain its ISO 9000:2000, ANSI/ISO/ASQ Q9001-2000 accreditation by the International Standards Organization during the term of this Agreement.
(c) At any time during this Agreement Seller shall have the right to enter the Storage Facilities and to inspect, examine and inquire concerning all aspects of the Refinery, Storage Facilities and the Oil and Indigenous Feedstock stored therein, including, without limitation, docking facilities, storage tanks, and pipelines, measuring equipment, and any other physical or operational aspects of the Storage Facilities or any of Seller’s products stored in the Storage Facilities; provided that, if no Event of Default has occurred with respect to Buyer, Seller shall provide reasonable prior notice to Buyer and adhere to Buyer’s HSE procedures for the Refinery. Seller shall not exercise its rights hereunder if such exercise will: (i) cause or exacerbate any dangerous, emergency or unsafe conditions at the Storage Facilities, or (ii) obstruct or interfere with the operations of the Storage Facilities in a manner inconsistent with standard industry practices.
(d) Buyer shall not introduce into any of the Storage Facilities or add any chemical substances to Seller’s Oil and Indigenous Feedstock, including any substances designed to minimize or reduce Tank Heel levels, without the express prior written authorization of Seller.
(e) Buyer shall not subcontract any part of the work under this Agreement relating to the Storage Facilities without the prior written consent of Seller in its sole discretion. If Buyer subcontracts any part of the work under this Agreement relating to the Storage Facilities with Seller’s consent, Buyer shall require its subcontractors to maintain insurance required in this Agreement to the extent applicable to the Storage Facilities. If requested by Seller, Buyer shall have its subcontractors furnish the same evidence of insurance required of Buyer.
Covenants of Buyer. Buyer covenants and agrees that, from the date hereof until consummation of the transactions contemplated hereby at the Closing, Buyer shall:
