Covenants of Optionor. During the Option Period, Optionor shall maintain insurance with respect to the Asset in an amount and type of coverage typical for parties that own similar property. Optionor shall also use its best efforts to (a) maintain the Asset in the condition in which it existed on the Effective Date and (b) store the Asset in a safe place with adequate and proper internal control systems. Optionor agrees to provide Optionee with reasonable access to the Asset for the creation of marketing materials during the Option Period, and all such marketing materials shall remain Optionee’s sole property. Optionor will not advertise the Asset online, in print, on social media, or with a third-party dealer or listing service without Optionee’s prior written agreement. If the Asset is already listed or advertised for sale, Optionor agrees to immediately remove such listing or advertisement in its entirety, including any residual mention of the Asset being “for sale.”
Covenants of Optionor. 4.1 During the Earn-in Period, the Optionor shall:
(a) not do any other act or thing which would or might in any way adversely affect the rights of the Optionee hereunder;
(b) make available to the Optionee and its representatives all available relevant technical data, geotechnical reports, maps, digital files and other data with respect to the Property in the Optionor’s possession or control, including soil samples, and all records and files relating to the Property and permit the Optionee and its representatives at their own expense to take abstracts therefrom and make copies thereof;
(c) promptly provide the Optionee with any and all notices and correspondence from Government Authorities in respect of the Property;
(d) cooperate fully with the Optionee in obtaining any surface and other rights on or related to the Property as the Optionee deems desirable;
(e) grant to the Optionee, its employees, agents and independent contractors, the sole and exclusive right and option to:
(i) enter upon the Property;
(ii) have exclusive and quiet possession thereof;
(iii) do such prospecting, exploration, development or other mining work thereon and thereunder as the Optionee in its sole discretion may consider advisable;
(iv) bring and erect upon the Property such equipment and facilities as the Optionee may consider advisable; and
(v) remove from the Property and dispose of material for the purpose of testing;
(f) to the extent possible under Applicable Law, record or otherwise give notice of this Agreement as necessary to protect the rights of the Optionee hereunder from third parties;
(g) execute and deliver to the Optionee such powers of attorney, consents and authorizations as are, in the opinion of the Optionee, necessary or desirable to permit the Optionee to carry out activities on or with respect to the Property as contemplated hereunder; and
(h) except to the extent agreed to be done by the Optionee, hereunder, comply with all requirements and obligations of the Property and not take any action which may adversely affect the interest of the Optionee in the Property.
Covenants of Optionor. Optionor covenants and agrees with Optionee that:
(a) During the Term, should Optionor receive any notice, assessment, permit or any other documentation from the applicable regulatory authorities relating to the Property or the Operations of Optionee thereon, Optionor will promptly forward a true copy of the same to Optionee.
Covenants of Optionor. From and after the IPO Closing Date and continuing through the Option Term:
Covenants of Optionor. Optionor covenants and agrees with Optionee that from and after the date hereof and until the Closing Date, Optionor (i) shall maintain the Stock in the same manner as on the date of this Agreement, (ii) shall not do or cause to be done anything that would cause any representation or warranty of Optionor hereunder to be untrue, and (iii) shall not enter into any debt transaction or other agreement resulting in an encumbrance on the Stock.
Covenants of Optionor. From the date hereof through the Closing Date, Optionor shall not (and shall cause the Subsidiary Partnership to not), without first obtaining the consent of the Company:
(a) Except as provided in Section 4, sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of the Interests to any unaffiliated third party;
(b) Pledge or encumber (or permit to become encumbered) all or any portion of Interests, Subsidiary Interests, Partnerships or Subsidiary Partnerships; or
(c) Take any action (or fail to take any action) if the same would constitute a default hereunder or cause any of the representations and warranties made hereunder by Optionor to be untrue or incorrect in all material respects.
Covenants of Optionor. 8.1 The Optionor covenants and agrees with the Optionee that unless the Optionee has first consented in writing, the Optionor shall not redeem, transfer or otherwise sell any right, title or interest in or to the Option Shares or any other shares in the capital of the Company or permit mortgages, liens, pledges, charges, security interests, encumbrances, claims or demands of any nature against such shares howsoever arising except for the interests granted in favour of the Optionee in this Agreement, the Pledge of Shares and the Assignment of Dividends. The Optionor shall deliver or cause the Company to deliver to the Optionee all share certificates or collective certificates, whether temporary or permanent, evidencing the Option Shares, for the Optionee to hold for as long as the Option exists.
8.2 The Optionor covenants and agrees with the Optionee that the Optionor shall:
(a) do or cause to be done all things necessary or required to ensure that no default of the Optionor exists under this Agreement, the Loan Agreement or the Pledge of Shares;
(b) maintain the corporate existence of the Optionor in Indonesia; and
(c) provide immediate notice of any breach of or default by the Optionor of this Agreement, the Loan Agreement or the Pledge of Shares.
Covenants of Optionor. 4.1. From and after the date of the execution of this Agreement and throughout the term hereof:
4.1.1. OPTIONOR agrees that it shall not, without the consent of OPTIONEE permit FCIC to:
4.1.1.1. Reorganize its capital structure;
4.1.1.2. Merge or consolidate with any other corporation or sell any of its assets except in the ordinary course of business; or
4.1.1.3. Issue any additional shares of stock.
4.1.2. OPTIONEE shall have the right to examine the books and records of OPTIONOR and FCIC from time to time and receive copies of all accounting reports and tax returns prepared for, or on behalf of, FCIC subject to any DOI policies governing dissemination of examination reports to unaffiliated parties.
4.1.3. As soon as practicable, and in any event within twenty (20) days after the end of each calendar month, furnish to OPTIONEE a monthly unaudited financial statement of OPTIONOR and FCIC and each of its subsidiaries, including balance sheets and income statements, for the calendar month just ended, and for the calendar year to date; and
4.1.4. As soon as practicable, and in any event within 180 days after the end of each fiscal year, furnish to OPTIONEE the annual audit report of OPTIONOR and FCIC and each of its subsidiaries, certified without material qualification by independent certified public accountants selected by OPTIONOR and acceptable to OPTIONEE, prepared in accordance with generally accepted accounting principles and practices applied on a basis consistently maintained throughout the period involved, together with relevant
Covenants of Optionor. During the Option Term, Optionor covenants and agrees as follows:
Covenants of Optionor. Optionor covenants and agrees during the Term it will not do anything that would interfere with the ability of the managing agent for the Properties to:
(a) Operate and manage the Properties in a normal businesslike manner, consistent with past practices, and maintain the Properties in the condition the same now is maintained, reasonable wear and tear and damage by insured fire or casualty excepted.
(b) Comply with all applicable laws, ordinances, and regulations with respect to the Properties.
(c) Perform when due and comply with all of the obligations under the CBNY Loans and under any leases, contracts and agreements affecting the Properties.
(d) Maintain fire and extended coverage insurance on the Properties until completion of Settlement.
