Covenants of Seller and Shareholder. Seller and Shareholder jointly and severally covenant and agree with Buyer as follows:
Covenants of Seller and Shareholder. Seller and Shareholder agree that prior to the Closing:
Covenants of Seller and Shareholder. Seller and Shareholder hereby covenant and agree that they shall (i) use commercially reasonable efforts to cause all of their representations and warranties set forth in this Agreement to be true on and as of the Closing Date, (ii) use commercially reasonable efforts to cause all of their obligations that are to be fulfilled on or prior to the Closing Date to be so fulfilled, (iii) use commercially reasonable efforts to cause all conditions to the Closing set forth in this Agreement to be satisfied on or prior to the Closing Date, and (iv) deliver to Purchaser at the Closing the certificates, updated lists, notices, consents, authorizations, approvals, agreements, leases, transfer documents, receipts, and amendments contemplated by Article 10 (with such additions or exceptions to such items as are necessary to make the statements set forth in such items accurate, provided that if any of such additions or exceptions cause any of the conditions to Purchaser's obligations hereunder as set forth in Article 10 not to be fulfilled, such additions and exceptions shall in no way limit the rights of Purchaser under Articles 10 and 18 to terminate this Agreement or refuse to consummate the transactions contemplated hereby).
Covenants of Seller and Shareholder. Seller and Shareholder shall have duly performed all of the covenants, acts and undertakings to be performed by them on or prior to the Closing Date in all material respects and duly authorized officers of Seller and Shareholder shall deliver to Purchaser a certificate dated as of the Closing Date certifying to the fulfillment of this condition and the condition set forth in Section 6.1 hereof.
Covenants of Seller and Shareholder. All of the covenants and ----------------------------------- agreements herein on the part of Seller and Shareholder to be complied with or performed on or before the Closing Date shall have been fully complied with and performed.
Covenants of Seller and Shareholder. 19 Section 5.1. Delivery of Year-End Audited Financial Statements...........................19 Section 5.2. Access to Information.......................................................20 Section 5.3. Exclusivity.................................................................20 Section 5.4. Conduct of Business.........................................................21 Section 5.5. Public Announcements; Confidential Information..............................23 Section 5.6. No Breach of Representations and Warranties.................................23 Section 5.7. Updating Information........................................................23 Section 5.8. Restrictions on Transfer of Stock Consideration.............................23 Section 5.9. Employment Agreement........................................................24 Section 5.10. Bulk Sales Law Compliance...................................................24 Section 5.11. Indemnification Pledge Agreement, Escrow Agreement..........................24 Section 5.12. Consents....................................................................25
Covenants of Seller and Shareholder. Seller and Shareholder hereby covenant and agree with the Purchaser and the Company as follows:
(a) Seller shall cause Prentice Oil to name officers designated by Purchaser as an authorized signatory on all bank accounts of Prentice Oil.
(b) Seller shall deliver to Purchaser the resignations of all directors and officers of Prentice Oil.
(c) Seller shall deliver to Purchaser the minute book, stock book and corporate records of Prentice Oil.
Covenants of Seller and Shareholder. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date and thereafter if reasonably required by IIS, Seller and Shareholder shall: (a) afford IIS and its representatives full and free access, during regular business hours, to Seller's personnel, properties, contracts, governmental authorizations, books and records and other documents and data, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Seller; (b) furnish IIS with copies of all such contracts, governmental authorizations, books and records and other existing documents and data as IIS may reasonably request; (c) furnish IIS with such additional financial, operating and other relevant data and information as IIS may reasonably request; and (d) otherwise cooperate and assist, to the extent reasonably requested by IIS, with IIS's investigation of the properties, assets and financial condition related to Seller.
5.2 OPERATION OF THE BUSINESS OF SELLER Between the date of this Agreement and the Closing, Seller and Shareholder shall: (a) use their best efforts to preserve intact the current business organization of Seller, keep available the services of Seller's officers, employees and agents and maintain Seller's relations and goodwill with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (b) report periodically to IIS concerning the status of Seller's business, operations and finances; (c) maintain the Purchased Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of Seller's business; and (d) comply with all Legal Requirements and contractual obligations applicable to the operation of Seller's business.
Covenants of Seller and Shareholder. Seller and Shareholder jointly and severally agree to:
(a) use their best efforts to obtain (and to cooperate with Purchaser in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by Seller in connection with the transactions contemplated by this Agreement; and
(b) use their best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Article VI of this Agreement;
Covenants of Seller and Shareholder. Seller and Shareholder hereby covenant and agree that from the date of this Agreement until the Closing Date:
