Covenants of Vendor. The Vendor, concurrent with the issuance of the shares under paragraph 2(a), shall cause the Claims to be duly registered in the name of the Purchaser and the Vendor shall provide the Purchaser with evidence of such registration to the Purchaser.
Covenants of Vendor. The Vendor hereby covenants with the Firm as under:
5.1 To deliver the product of the ordered specifications/description only including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issue and/or issue of Non delivery. Further, the Vendor shall maintain adequate stock/inventory of the items at all times. In case the Vendor is running out of supplies or is likely not to fulfill the Order received by the Firm, it shall intimate to the Firm at least 48 hours (2 days) in advance so that notice of OUT OF STOCK for the product can be placed on the website.
5.2 Not to send any kind of promotion material or any such material, which is, derogatory to and/or adverse to the interests financial or otherwise of the Firm, to the customer either along with the products supplied or in any manner whatsoever.
5.3 Not to do any act/deal in a thing / products/goods/services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of such product.
5.4 The Vendor declares that it has all rights and authorizations in respect of intellectual property rights of third parties and is authorized to sale/provide/license such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest.
5.5 The Vendor agrees to indemnify and keep indemnified the Firm from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the Firm due to acts/omission on the part of the Vendor
5.6 To provide to the Firm, for the purpose of the creation/display on website of Firm, the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale.
5.7 To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is surrogatory in nature. Further it will forward the product description and image only for the product which is offered for sale through the website of the Firm. The Vendor agrees that in case there is violation of this covenant, it shall do and cause to be done all such a...
Covenants of Vendor. The Vendor, prior to the Completion Date, shall cause the Claims to be duly registered in the name of the Purchaser and shall provide the Purchaser with documentation regarding the due registration of title to the Claims in the name of the purchaser.
Covenants of Vendor. 6.1 Vendor shall designate and market CHC as its exclusive provider of services for the transmission and processing of electronic healthcare transactions to or with CHC Participating Payers. Such obligations shall include reasonable cooperation with CHC in the development of a coordinated marketing and sales effort designed to increase the use of the CHC Services through Vendorís System.
6.2 Vendor shall exclusively use the CHC Services for the transmission and submission of Transactions to CHC Participating Payers and submit all Transactions directly to CHC for transmittal to CHC Participating Payers. In this regard, Vendor shall not (i) submit any Transactions to CHC Participating Payers (whether directly or indirectly through a CHC Competitor or other person or entity) other than through the CHC Services or (ii) market or contract for, or take any steps to effect (including without limitation the establishment of connections or interfaces for), the direct or indirect submission of Transactions to or with any entity, which is, or is capable of becoming, a CHC Participating Payer.
6.3 Without the prior written consent of CHC granted on or after the Effective Date hereof, Vendor shall not submit any transaction through the CHC Services which is not a Direct Transaction; provided, that, CHC may grant or withhold such consent in its sole discretion and, further provided, that, any such consent may, at the discretion of CHC, be conditioned upon the payment by Vendor of a fee with respect to any such Transaction that is not a Direct Transaction.
6.4 Any violation by Vendor of any provision of this Article 6 shall constitute a material breach of this Agreement and, notwithstanding anything to the contrary herein, at any time after the occurrence of such breach, CHC shall have the right, at its option, (i) to terminate this Agreement immediately upon written notice to Vendor and/or (ii) in the event of a breach by Vendor of Section 6.3, to impose on Vendor a Transaction fee for any Transactions submitted to CHC in violation of Section 6.3. The obligations set forth in Section 6 shall be binding upon Vendor and its current and future Affiliates, successors and permitted assigns. Without limiting the foregoing, in addition to any other remedy it may have, in order to enforce the provisions of Xxxxxxx 0, XXX shall be entitled to equitable remedies (including without limitation specific performance and injunctive relief) and to recover attorneyís fees and expenses.
Covenants of Vendor. 5.1 Forthwith upon execution of this Agreement by the parties, Vendor will deliver to Purchaser copies of such technical and geological information pertaining to the Vendor Properties in its possession or control as Purchaser may reasonably request.
Covenants of Vendor. 6.1 Conduct of the Business Until Closing. Except for the steps or actions taken pursuant to the prior written consent of Purchaser, Vendor, from the date of this Agreement until the Time of Closing, will conduct its business with respect to the Purchased Assets in good faith and in accordance with the same practices previously followed by it except to the extent specifically contemplated by this Agreement and during that period Vendor shall:
(a) conduct the business relating to the Purchased Assets, including without limitation marketing of the Products, only in the normal course;
(b) not transfer any of the Purchased Assets except Inventories in the normal course;
(c) not enter into any patent, trademark or tradename or know-how licenses, or any other leases, licenses, contracts or other commitments relating to the Purchased Assets, unless each such lease, license, contract or commitment (other than purchase orders for raw materials and Finished Goods placed in the normal course of business) is disclosed to and approved in advance by Purchaser;
(d) continue to meet the contractual obligations of, and to pay obligations relating to, the Purchased Assets as they mature in the normal course;
(e) preserve the good relations with respect to the Products with suppliers, business customers and others with whom Vendor has business relations relating to the Products; and
(f) not implement any price increases or decreases for any of the Products or any new trade or consumer promotions, and not change the terms or conditions or any such promotion in existence on the date hereof.
Covenants of Vendor. Vendor hereby acknowledges and agrees:
5.1 To always treat Breadcoin users and staff with respect and courtesy;
5.2 Not to send any kind of promotional or other material that is derogatory to or adverse to the interests, financial or otherwise, of Breadcoin Foundation Ltd or the Breadcoin token;
5.3 To provide a full, correct, accurate and true description of Breadcoin Foundation Ltd and the Breadcoin tokens to any person who asks about Xxxxxxxxx, including, but not limited to, customers, investors, or other vendors;
5.4 To be solely responsible for quality, quantity, merchantability, guarantee, and warranties with respect to the products offered by Vendor;
5.5 To maintain access to an email account and to regularly check that account and promptly respond to communications from Breadcoin;
5.6 To raise any questions, exceptions or discrepancies, including with regard to Breadcoin’s monthly accounting, within thirty (30) days of receipt of any such information;
5.7 To provide proof of the ownership, food and service licenses, and permits and any other regulatory documentation required by federal, state and local laws and regulations to carry out its function as a food service vendor when requested by Breadcoin or its agents or assigns;
5.8 To be solely responsible for any dispute that may be raised by the customer relating to the food and services provided by Vendor.
5.9 To comply at all times with all applicable federal, state and local laws and regulations;
5.10 To be solely responsible for all applicable federal, state and local taxes for any Vendor sale;
5.11 That Breadcoin tokens are not legal tender;
5.12 To seek advance approval from Breadcoin via email, prior to release of any promotion/advertisement material, insofar as the same relates to services offered pursuant to the terms of this Agreement. Xxxxxxxxx agrees to respond to such requests within a reasonable time period and not to withhold approval unreasonably;
5.13 To allow its name, stories, and images to be used in Breadcoin marketing materials; and
5.14 To provide Breadcoin a copy (physical or electronic) of Vendor’s liability insurance (with Breadcoin named as an “additional insured” if applicable) upon Breadcoin’s request.
Covenants of Vendor. 6.1 Conduct of Business Vendor shall, and shall cause the U.S. Affiliate to, in connection with the Business from the date hereof up to the Closing Date, conduct its business in the ordinary course and in a manner consistent with past practices and, without limiting the generality of the foregoing, neither Vendor nor the U.S. Affiliate shall, without the prior written consent of Purchaser:
(a) cease to carry on the Business as heretofore carried on or fail to maintain all of the properties, rights and assets of the Business consistently with past practices, or fail to do any and all things reasonably necessary and within its power to retain and preserve the goodwill of the Business;
(b) sell or otherwise in any way alienate or dispose of any material assets in connection with the Business, other than for fair consideration in the ordinary course of the Business;
(c) make any material change in the rate or form of compensation or remuneration payable to or to become payable to any of the Employees or in the Benefit Plans, or make or terminate any Benefit Plan, other than in the ordinary course of the Business consistent with past practice; or make any transfer of employees to or from the Business;
(d) grant to any customer of the Business, or offer to any prospective customer of the Business, any special allowance or discount, or materially change its pricing, credit or payment policies in connection with the Business, other than in the ordinary course of business consistent with past practice and except for changes to remain competitive with pricing or terms of competitors of the Business;
(e) materially modify or change the business organization of the Business or its relationship with its suppliers, customers and others having business relations with it in connection with the Business; and
(f) authorize, agree or otherwise commit to any of the foregoing. In addition, and without limiting the generality of the foregoing, from the date hereof up to the Closing Date, Vendor shall, and shall cause the U.S. Affiliate to, in connection with the Business:
(g) comply with all Laws and duly and punctually file all reports and returns required to be filed by it pursuant to any Laws or Benefit Plans;
(h) maintain in full force and effect insurance policies on all of the properties of the Business providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its insurance policies in effect on the date hereof; and
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Covenants of Vendor. 6.1 Vendor will:
(a) not do any act or thing which would or might in any way adversely affect the rights of RRI hereunder;
(b) make available to RRI and its representatives all records and files in the possession of Vendor relating to the Claims and permit RRI and its representatives at its own expense to take abstracts therefrom and make copies thereof; and
(c) promptly provide RRI with any and all notices and correspondence from government agencies in respect of the Claims.
Covenants of Vendor. (a) From the date hereof until the Closing occurs or this Agreement is terminated in accordance with its terms, Vendor will not directly or indirectly, through any director, officer, shareholder, employee, agent, partner, affiliate, representative or otherwise: (a) solicit, initiate or encourage the submission of any proposal or offer from any person or party relating to a sale of all or any part of the Assets, (b) participate in any discussions or negotiations regarding, assisting or participating in any effort or attempt by any person or party to do or seek any transaction described in clause (a) of this Section 4.4, or (c) enter into any agreement, agreement in principle or other commitment (whether or not legally binding) relating to any transaction described in clause (a) of this Section 3.2.
(b) From the date hereof until the Closing occurs or this Agreement is terminated in accordance with its terms, Vendor shall not cause or permit any Encumbrance to attach to any of the Assets.
(c) Vendor will maintain the confidentiality of the Technical Data for a period of five years from the Closing Date.
(d) Vendor shall change its corporate name not later than two Business Days following the Closing Date, and thereafter discontinue further use of the name "American Mining". Vendor shall not use names similar to "American Mining" after the Closing Date. If requested by Purchaser, Vendor shall also take such action as may be necessary in order to assist Purchaser or any subsidiary or parent thereof to change their corporate names to names including "American Mining".
