Covenants of the Vendors. The Vendors covenant and agree with the Purchaser as follows:
(a) the Vendors will provide all necessary information regarding itself, the Company and the Claims to the Purchaser as may be required to obtain the approval of the CSE for the transactions contemplated herein;
(b) until the Closing Date, the Vendors will promptly discuss with the Purchaser any significant developments in or with respect to the Company or the Claims, will timely and regularly provide to the Purchaser all such information about the status of the Claims as the Purchaser may reasonably request, and will afford, or cause to be afforded, to the Purchaser and to their accountants, counsel, financial advisors and other representatives, full access during normal business hours to the Company’s properties, books, contracts, commitments and records in its possession or to which they have access and to allow the Purchaser and such representatives to perform a diligent and complete examination of the Claims and of the Company’s financial condition, business, affairs, property and assets during such period, to furnish at the request of the Purchaser a copy of all filings made by the Company with any regulatory authority, and all other information concerning the Company’s business, properties and personnel as the Purchaser may reasonably request;
(c) until the Closing Date, neither the Vendors and the Company will 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 Shares, free of all liens, charges and encumbrances of any kind whatsoever, or would render inaccurate in any material way any of the representations and warranties set forth in section 3.1 as if such representations and warranties were made at a date subsequent to such act, transaction or negotiation unless such transaction or negotiation is entered into with the consent of the Purchaser;
(d) forthwith after execution and delivery of this Agreement, the Vendors will take such steps and proceedings in good faith as may be reasonably required to obtain all governmental and corporate Approvals required for the Purchaser to complete the transactions contemplated herein and to carry out the obligations of the Vendors thereunder, and in connection therewith, the Vendors will comply with all policy statements of the applicable regulatory authorities;
(e) the Vendors w...
Covenants of the Vendors. 4.2.1 Each of the Vendors shall jointly and severally indemnify and save harmless the Purchaser and the officers and directors of the Purchaser from and against all claims, actions, demands, suits, proceedings, losses, damages, fines, liabilities (whether accrued, actual, contingent or otherwise), costs and expenses, including reasonable environmental characterization and remediation costs, reasonable lawyers fees and other reasonable consultants fees, directly or indirectly suffered by the Purchaser and the officers and directors of the Purchaser from any breach of any covenant of the Vendors contained in this Agreement or from any inaccuracy or misrepresentation in any representation or warranty set forth in Section 3.1 notwithstanding any information obtained by the Purchaser at or before the Closing Date as to such inaccuracy or misrepresentation.
4.2.2 The Vendors shall ensure that the representations and warranties of the Vendors set out in Section 3.1 are true and correct at the Time of Closing and that the conditions of closing for the benefit of the Purchaser set out in Section 7.1.1 over which the Vendors have reasonable control have been performed or complied with by the Time of Closing.
4.2.3 The Vendors shall permit the Purchaser, through its agents and representatives, to make such reasonable investigation prior to and at the Time of Closing of the assets of the Corporation and of its financial and legal condition as the Purchaser considers necessary or advisable to familiarize itself with such assets and other matters and the Vendors shall supply any and all documents and records of the Corporation to the Purchaser and its agents and representatives as they may reasonably require. The Vendors shall also permit the inspection of the assets of the Corporation by the Purchaser prior to and at the Time of Closing by such federal, provincial or municipal authorities as the Purchaser may require. Such investigations and inspections shall not, however, affect or mitigate the Vendors' covenants, representations and warranties hereunder which shall continue in full force and effect.
4.2.4 The Vendors shall use their best efforts as employees of the Corporation to ensure that the Corporation's relationships with suppliers continue on substantially the same terms and conditions following the Closing Date.
4.2.5 Each of the Vendors shall indemnify and save harmless the Purchaser and the officers and directors of the Purchaser from and against all liabil...
Covenants of the Vendors. The Vendors hereby separately covenant to and with the Purchaser and JAWS as follows:
Covenants of the Vendors. The Vendors covenant and agree that if, on the applicable Date of Closing of the relevant Vessel, any of the Existing Conditions or Recommendations has not been fully repaired and cured by the relevant Vendor, then such Vendor shall fully repair and cure the Existing Conditions or Recommendations at its sole expense during the next scheduled drydocking of that Vessel. In the event that a Vessel is off-hire due to any of the Existing Conditions or Recommendations or for any repairs thereof, the relevant Vendor shall pay the Purchaser the daily charter hire amounts (as provided in the relevant Time Charter) for each day that such vessel is off-hire due to any of the Existing Conditions or Recommendations or for any repairs thereof. Notwithstanding anything in this Agreement to the contrary, once any Vessel with Existing Conditions or Recommendations is certified by a member of the International Association of Classification Societies to be in class and without condition or recommendation, and free of average damage affecting such Vessel’s class (as evidenced by the requisite classification certificates and national certificates), the Vendors shall have no further obligations under this Section 7.3.
Covenants of the Vendors. The Vendors covenant and agree with the Purchaser that on or before the Closing Date, they will do or will cause to be done the following:
(1) all necessary steps and proceedings to permit all of the Purchased Shares to be duly and validly transferred to the Purchaser shall have been taken by the Vendors and the Corporation; and
(2) the existing directors of the Corporation shall resign as directors and officers of the Corporation in favour of nominees of the Purchaser, such resignations to be effective as at the Closing Date.
Covenants of the Vendors. Covenants
5.1 The Vendors jointly and severally covenant and agree with the Purchaser that they will:
Covenants of the Vendors. Unless otherwise permitted, on or before the Closing Date, the Vendors covenant and agree with the Purchaser as follows:
Covenants of the Vendors. 1.2.1 The Vendors hereby covenant with the Purchaser that they:
(a) have the right to sell, transfer and convey the said Apartment Unit to the Purchaser;
(b) are transferring the said Apartment Unit to the Purchaser free from any encumbrance created by the Vendors;
(c) shall, at the costs and requests of the Purchaser, do all acts and execute all necessary documents as may be reasonably required for more perfectly assuring the said Apartment Unit to unto and in favour of the Purchaser in the manner agreed upon.
1.2.2 The Vendors hereby covenant with the Purchaser that the Vendors shall keep the Purchaser well and sufficiently saved, harmless and indemnified of from and against any encumbrance created by the Vendors in respect of the said Apartment Unit.
1.2.3 The Vendors hereby further covenant with the Purchaser that the Vendors have received the Agreed Consideration mentioned in Schedule-B and acknowledge the receipt thereof in the Memo of Consideration hereunder.
1.2.4 The Vendors hereby further covenant that the Purchaser shall, subject to observing, performing and complying with the mutual easements and restrictions mentioned in this Deed including in Schedule-D and with the terms, conditions,
Covenants of the Vendors. The Vendors covenant and agree with the Purchaser as follows and acknowledges that the Purchaser is relying upon such covenants and agreements in connection with the purchase of the MOB Shares:
Covenants of the Vendors. Without limiting the foregoing, the Vendors shall and they shall cause the Targets to:
(a) use its commercially reasonable efforts to cause the conditions set forth in Sections 5.1.1(b) to 5.1.1(h), inclusively, to be satisfied on or prior to the Closing Date;
(b) cause the conditions set forth in Section 5.1.1(a) to be satisfied on or prior to the Closing Date;
(c) effect all necessary registrations, filings and submissions of information required by Governmental Authorities from the Vendors and/or the Targets;
(d) comply promptly with all requirements which applicable Laws may impose on the Vendors or the Targets with respect to the transactions contemplated in this Agreement or in any Closing Document;
(e) use its best efforts to lift or rescind any injunction or restraining order or other order relating to the Targets, challenging or affecting this Agreement or the Closing Documents or the consummation of the transactions contemplated hereby or thereby; and
(f) take, when required, on or prior to the Closing Date, all necessary steps and proceedings to permit the Purchased Shares to be duly and regularly transferred to and registered in the name of the Purchaser.
