Covenants of the Vendor. 7.1 The Vendor hereby covenants that, during the Interim Period, the Vendor will, and will cause the Corporation to:
(a) carry on the Business in the ordinary course and use its best efforts to preserve the assets, the Business and the clients, customers and suppliers connected therewith;
(b) give the Purchaser, the Purchaser's Solicitors and the Purchaser's representatives full access during normal business hours to the properties, books, contracts, commitments and records of the Corporation;
(c) furnish the Purchaser with all information concerning the affairs of the Corporation as the Purchaser may reasonably request;
(d) do all things and cause all things to be done to ensure that all of the representations and warranties of the Vendor contained in this agreement remain true and correct throughout the Interim Period as if such representations and warranties were continuously made throughout such period;
(e) not enter into any contracts, commitments or transactions pertaining to the Business, or incur any indebtedness, obligations or liability or make any payment in respect thereof, except in the ordinary course of business;
(f) not incur any capital expenditures, or acquire or agree to acquire additional assets, or enter into any forward commitments for inventories, supplies or services (whether or not there are any contracts in writing with respect thereto), except in the ordinary course of business;
(g) not increase the wages or salaries or any other form of remuneration, direct or indirect, of any of the employees, officers or directors of the Corporation;
(h) not sell, agree to sell or otherwise dispose of any of the assets of the Corporation except in the ordinary course of business;
(i) pay, satisfy and discharge its obligations and liabilities in the ordinary course of business;
(j) obtain all necessary consents and approvals to the transaction herein contemplated required pursuant to the terms of any leases, contracts or rights of the Corporation or to which it is a party or to which any of the property or assets may be subject to or bound;
(k) not declare, pay or authorize dividends or other distributions on any shares of the Corporation or purchase or redeem any shares of the Corporation;
(l) not amend the Articles (as defined in the Business Corporations Act (Ontario)) of the Corporation, amalgamate or merge with any other corporation, or issue any securities (as defined in the Business Corporations Act (Ontario)) or redeem or purchase any i...
Covenants of the Vendor. Section 4.01 The Vendor covenants as follows:
(a) all necessary steps and proceedings shall be taken to effectively and validly carry out the transaction herein contemplated including providing an affidavit confirming the truth of the Vendor's representations and warranties hereunder on Closing; and
(b) the Vendor shall cause the share certificates representing the Common Shares to be delivered to the Purchaser on the Closing Date, duly endorsed in blank for transfer.
(c) the Vendor shall provide the opinion of its corporate counsel, in the form attached hereto as Schedule "B-1".
(d) the Vendor shall continue to be the sole director and shall continue as the sole officer of the Corporation after Closing, and shall operate the Corporation after the Closing Date in a prudent and reasonable manner, provided that the Vendor shall assure that no salaries, dividends, shareholder loans or other pay outs of any type are made by the Corporation to the Vendor or to any other party, without the specific instructions of the Purchaser as shareholder of the Corporation, after the Closing Date save and except for payments of third party invoices for supplies, materials and other direct operating costs of the Corporation made in the usual course of business. The Vendor represents and warrants to the Purchaser, that, to the best of the knowledge and belief of the Vendor, the financial records of the Corporation that have been provided to the Purchaser accurately describe the current state of the Corporation, and that there are no claims, liabilities, obligations or other matters which might affect the Corporation, except as shown in the said statements. The Purchaser acknowledges that the use of the "Tyrrxxx Xxxxx Design" business style is limited to the use permitted by law and the Vendor makes no representation or warranty that he has any right to the use of the said name, and the Purchaser agrees that if they choose to use such name that they do so at their own risk.
Covenants of the Vendor. The Vendor covenants and agrees that it shall, from and after the date of this Agreement to the Closing Date:
(a) notwithstanding any other provisions of this Section 4.1, not enter into any agreement, contract or lease relating to the Property;
(b) observe and perform all of its obligations under the Permitted Encumbrances and diligently enforce all of its rights and remedies under the Permitted Encumbrances;
(c) take or cause to be taken all proper steps and actions and corporate proceedings to enable the Vendor to vest a good and marketable title to the Property in the Purchaser free and clear of all liens, encumbrances, defects in title, equities or claims of every nature and kind except for Permitted Encumbrances and to enable the Vendor to carry out the sale of the Property and to execute and deliver this Agreement as valid and binding obligations of the Vendor; and
(d) forthwith advise the Purchaser in writing upon the Vendor becoming aware that any representation or warranty of the Vendor set out in section 7.1 is inaccurate or incomplete in any material respect.
Covenants of the Vendor. 5.1 Conduct of the Vendor’s Business – Between the date of this Agreement and the Effective Date, except as agreed to in writing by the Purchaser, the Vendor will conduct its business diligently and only in the ordinary course and will use its best efforts to preserve the Vendor’s Assets intact, to keep available to the Purchaser the Vendor's present employees and to preserve for the Purchaser the Vendor’s relationship with its members and others having business relations with it.
Covenants of the Vendor. The Vendor covenants and agrees with the Purchaser that:
Covenants of the Vendor. (1) The Vendor, immediately after the Closing Date at the Purchaser’s expense and written direction, will file all necessary notices with all relevant Governmental Authorities evidencing the sale of the Purchased Assets to the Purchaser.
Covenants of the Vendor. In order to fully apprise the Purchaser of the status of the Retail Store Permit, the Vendor hereby authorizes and directs all municipal, provincial, federal and other authorities having jurisdiction over the Retail Store Permit to provide the Purchaser with such information, certificates, clearances and statements relating thereto or to the Vendor as the Purchaser may in writing request, including, without limitation, the statutory liens or potential statutory liens affecting the Retail Store Permit, all at the expense of the requesting party. Without limiting the generality of the foregoing, the Vendor agrees to execute within two (2) Business Days of request being made any specific authorizations that may be required to permit the Purchaser to obtain such information, certificates, clearances and statements from such authorities having jurisdiction.
Covenants of the Vendor. Between the date of this Agreement and the Closing Date, The Vendor covenants and agrees that The Vendor:
Covenants of the Vendor. 3.1 The Vendor covenants and agrees that it will, from the execution of this Agreement until the Closing Date, in respect of the Purchased Shares:
(a) not permit the transfer, assignment, sale, encumbrance, hypothecation of the Purchased Shares;
(b) not take or permit to be taken or suffer any action which would in any way impair or derogate from the right of the Purchaser to acquire on the Closing Date all right, title and interest, both real and beneficial, in and to the Purchased Shares, free and clear of all liens, changes and encumbrances whatsoever; and
(c) execute all stock Powers of Attorney, undertakings and any and all other documents which may be required in order to transfer the Purchased Shares to the Purchaser on the Closing Date, and will comply with all requirements of all applicable regulatory authorities which may be reasonably necessary to obtain the approvals of such regulatory authorities to the transfer of the Purchased Shares to the Purchaser.
Covenants of the Vendor. Vendor covenants and agrees with Purchaser, that from the date hereof until the Closing Date or termination of this Agreement (the “Interim Period”), except with the prior written consent of the Purchaser, not to be unreasonably withheld, and except as otherwise expressly permitted by the Purchaser in writing or as specifically contemplated by this Agreement, the Vendor shall use its commercially reasonable efforts to:
(a) conduct the Purchased Business in the Ordinary Course of Business, except where any non-compliance would not individually, or in the aggregate, materially and adversely affect the Purchased Business;
(b) maintain levels of Inventory relating to the Purchased Business consistent with past practice in order to continue carrying on the Purchased Business in the Ordinary Course of Business;
(c) not do any of the following other than pursuant to transactions contemplated herein or pursuant to commitments entered into prior to the date of this Agreement and disclosed to the Purchaser in writing: (i) transfer, assign, sell or otherwise dispose of any of the Purchased Assets, except in the Ordinary Course of Business; (ii) cancel any debts or entitlements in respect of the Purchased Business or the Purchased Assets, except in the Ordinary Course of Business; (iii) terminate, waive, release or cancel any right of material value to the Purchased Assets or the Purchased Business;
(d) not terminate the employment of any Purchased Business Employee other than for just cause as determined by the Vendor acting reasonably;
(e) not commit to any capital expenditures which exceed, individually or in the aggregate, $25,000.00;
(f) not increase or promise to increase, in any manner, the compensation or benefits of any Purchased Business Employee other than in the Ordinary Course of Business;
(g) preserve the goodwill of the Purchased Business and the relationships with suppliers, customers, clients, sales leads, distributors, dealers, licensees and others having past or present business dealings with the Vendor in respect of the Purchased Business, to keep available the services of the Purchased Business Employees, and to maintain in full force and effect all of the Assumed Contracts and Regulatory Authorizations relating to the Purchased Business and the Purchased Assets;
(h) subject to Section 4.7, maintain all of the Purchased Assets in the Ordinary Course of Business;
(i) perform all material obligations falling due during the Interim Period under the A...
