Covenants of Parties. The parties hereto agree that:
Covenants of Parties. 29 6.1 Preservation of Business and Assets........................................................29 6.2 Absence of Material Change.................................................................29 6.3
Covenants of Parties. The Corporation hereby covenants and agrees with Parent and Sub, and Parent and Sub hereby covenant and agree with the Corporation, that:
Covenants of Parties. The parties agree to use their respective reasonable best efforts, within the requirements of Applicable Law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Stockholders’ respective reasonable best efforts to cause the approval of the issuance of the Consideration Shares, if required, and the nomination and election of the Lxxxx Designee as provided in this Agreement and the use of Lxxxx’x reasonable best efforts to cause the nomination and election of the directors as provided in this Agreement.
Covenants of Parties. (a) Lessor covenants and agrees to keep and perform all the terms, covenants, agreements and conditions hereof on its part to be kept and performed, and that Lessee, paying the rent in the amounts, at the times and in the manner herein provided and keeping and performing all the terms, covenants, agreements and conditions hereof on its part to be kept and performed, may, subject to the terms and conditions hereof, have and hold the property hereby leased, for the term hereof, without let or hindrance by Lessor.
(b) Lessee covenants and agrees to pay the rent and all other sums required to be paid by Lessee hereunder in the amounts, at the times and in the manner herein provided and to keep and perform all the terms, covenants, agreements and conditions hereof on its part to be kept and performed, and, at the expiration or sooner termination of this lease, peaceably and quietly to quit and surrender to Lessor the property hereby leased in good order and condition subject to reasonable wear and tear and subject to the other provisions of this lease. The performance of each and every covenant and agreement of Lessee hereunder shall be a condition for non-performance of which this lease may be terminated as in this lease provided.
Covenants of Parties. 21 5.1 Preservation of Business and Assets............................... 21
Covenants of Parties. 14.1 County covenants and agrees that it will provide, maintain, and make available for use by Licensee throughout the term of this Agreement deepwater port facilities that will provide efficient, safe, and useable means for the transportation of Product(s) by water. Any delay or failure by County to provide such facilities that results from an Act of God, an Act of War, or through no fault, action, or omission of County will not be considered a breach of County's obligations hereunder.
14.2 The deepwater port facilities that exist at the Port as of the Commencement Date are accepted and acknowledged by the Parties as fulfilling County's obligations in this article.
14.3 Notwithstanding any language contained herein to the contrary, Licensee will have no liability or obligation to indemnify County for any environmental impairments, liabilities, or conditions not caused by Licensee, its predecessors, employees, agents, invitees, or contractors.
14.4 In consideration of the foregoing, Licensee covenants and agrees with County that during the term of this Agreement or any extension thereof:
14.4.1 Licensee, its parent and affiliated or related companies, shall not import Product(s) into the Port by any means other than by water, rail, or truck.
14.4.2 In the event Licensee brings into the Port any Product(s) by means other than by water, rail, or truck, this Agreement will become null and void and Licensee shall remove any Pipeline(s) within the license granted hereunder and perform corrective action in accordance with Article 20, TERMINATION, herein.
Covenants of Parties. 20 6.1 Preservation of Business and Assets 20 6.2 Retention of Assets of LLC 21 6.3 Absence of Material Change 21 6.4 Material Transactions 21 6.5 [Omitted.] 22 6.6 Certain Tax Matters 23 6.7 Preserve Accuracy of Representations and Warranties 23 6.8 Notice of Subsequent Events 23 6.9 Medicare and Medicaid Reporting 23 6.10 Current Return Filing 24 6.11 Maintain Books and Accounting Practices 24 6.12 Compliance with Laws and Regulatory Consents 24 6.13 Maintain Insurance Coverage 24 6.14 Closing Deliveries 24
Covenants of Parties. Cooperation The Parties shall cooperate fully with each other in furnishing any information, executing and delivering such additional documents, certificates and instruments, and performing such additional acts, as may be reasonably necessary or appropriate to carry out all of the provisions of this Agreement and to consummate the transactions contemplated by this Agreement. Expenses Except as provided herein, each Party hereto will bear all of its own fees and expenses (including, without limitation, attorneys’ fees) incurred in connection with this Agreement and the transactions contemplated hereby. All Transfer Taxes incurred in connection with the consummation of the transactions contemplated by this Agreement shall be borne by the Seller, and any tax returns that must be filed with respect to Transfer Taxes shall be prepared and filed when due by the Seller. Confidentiality Except as otherwise required by law, the Seller will maintain the confidentiality of information which is, to the knowledge of the Seller, non-public information regarding the General Partner and the Partnership (including this Agreement and all reports and notices received pursuant to Section 8.2 of the Partnership Agreement as well as any other information provided to the Seller by the Partnership or the General Partner with respect to the Partnership’s operations that is not otherwise publicly available) received by the Seller pursuant to the Partnership Agreement in accordance with such procedures as it applies generally to information of this kind; provided that the foregoing shall not limit the ability of the Seller to furnish any such information to (i) its Affiliates or advisors or (ii) examiners, auditors, inspectors or persons with similar responsibilities or duties of a nationally recognized industry self-regulatory association, federal or state regulatory body or federal, state or local taxation authority; provided, further, that the Seller shall be liable to the Partnership and the General Partner for any such Affiliate’s or advisor’s failure to comply with the foregoing (unless the Seller receives a written undertaking from such Affiliate or advisor to maintain the confidentiality of such information). Notwithstanding anything in Section 9(c) to the contrary, to comply with Treasury Regulations Section 1.6011-4(b)(3)(i), the Seller (and any employee, representative or other agent of the Seller) may disclose to any and all Persons, without limitation of any kind, the U...
Covenants of Parties a. Purchasers covenants and promises to the Sellers that Purchasers shall not terminate the employment agreements with POS key employees listed on Exhibit A attached hereto an made a part hereof (each a “Key Employee” and collectively, the “Key Employees”) until such time as the Difference with respect to the Consideration Shares for the first installment is paid in full; provided, however, Purchasers may terminate the employment of such any Key Employee for “Cause”. “Cause” shall mean: (i) the Key Employee shall be convicted by, or shall have entered a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime involving moral turpitude, fraud, embezzlement, misappropriation, or any other felony or crime punishable by imprisonment, (ii) the Key Employee shall commit any act of fraud, embezzlement or other act of misappropriation, (iii) the Key Employee shall fail or refuse to perform in any material respect his/her duties as required hereunder, and fail to correct such breach within (5) business days after notice from a supervisor in writing, or (iv) the Key Employee shall breach a typical employee protocol that calls for termination of employment in accordance with the employment regulations of Russian Federation. Should Purchasers terminate a Key Employee without Cause, Purchasers will make a layoff payment to the Key Employee equivalent the compensation set forth on Exhibit A and release such Key Employee from any non-competition obligations, if any, such Key Employee is subject to pursuant to their employment agreement or Russian Federation law.
