Mutual Covenants of the Parties. Each of SELLER and BUYER covenants and agrees as follows:
Mutual Covenants of the Parties. The Parties hereto agree that:
(a) Subject to the terms and conditions of this Agreement, each Party will use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. In connection with, and without limiting the foregoing, each Party will (i) use commercially reasonable efforts to take all action necessary to render true and correct as of the Closing Date its representations and warranties contained in this Agreement, (ii) refrain from taking any action that would render any such representation or warranty untrue or incorrect as of such time, (iii) perform or cause to be satisfied each agreement, covenant or condition to be performed or satisfied by it and (iv) use commercially reasonable efforts to satisfy the other Party's conditions to closing as set forth in Section 6.2 with respect to Modavox and in Section 6.1 with respect to Kino. Kino and Modavox will each furnish to one another and to one another's counsel all such information as may be required to accomplish the foregoing actions.
(b) After signing this Agreement, Kino will give Modavox and any Representatives full access, during normal business hours, to all of the properties, books, contracts, commitments and records relating to such Company, provided that such access will not unreasonably interfere with the normal operations of Kino. Further, Kino will furnish to Modavox and its officers, directors, employees, agents and/or representatives (collectively, the "Representatives") all such information concerning such Company as Modavox may reasonably request; provided, however, that any furnishing of such information pursuant hereto or any investigation by Modavox will not affect Modavox's right to rely on the representations, warranties, agreements and covenants made by Kino in this Agreement.
(c) Each Party will cooperate with one another (i) in connection with the preparation of any disclosure document filed after the date hereof pursuant to the Securities Act or any state securities law (each a "Disclosure Document"), (ii) in determining whether any other action by or in respect of, or filing with, any governmental entity or any department, agency or political subdivision thereof, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts in connectio...
Mutual Covenants of the Parties. The Parties each hereby covenant and agree with each other:
Mutual Covenants of the Parties. Relating to the Arrangement
(a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 7 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the Arrangement, including using its commercially reasonable efforts to promptly: (i) obtain all Key Third Party Consents and Key Regulatory Approvals; (ii) obtain all other necessary waivers, consents and approvals required to be obtained by it or any of its subsidiaries from parties to the HighGold Material Contracts; (iii) obtain all necessary any material Permits (including Regulatory Approvals) required to be obtained by it or any of its subsidiaries under applicable Laws; (iv) fulfill all conditions and satisfy all provisions of this Agreement and the Arrangement required to be satisfied by it; (v) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement; (vi) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement; and (vii) co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder;
(b) it shall not take any action, shall refrain from taking any action, and shall not permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to materially impede or materially delay the consummation of Arrangement or the other transactions contemplated by this Agreement or the Arrangement;
(c) it shall use commercially reasonable efforts to: (i) defend all lawsuits or other legal, regulatory or other proceedings against itself or any of its subsidiaries challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; (ii) appeal, overturn or have lifted or rescinded any injunction or restraining order or other order, including Orders, relating to itself or any of its subsidiaries which may materially adversely affect the ability of the Parties to consummat...
Mutual Covenants of the Parties. Global Finishing Inc. and Innocent Inc. each agree to execute any further documents or agreements and to take any further acts that may be reasonably necessary to effect the transactions contemplated hereunder, including, but not limited to, obtaining any consents or approvals of any third-party required to be obtained to consummate the transactions contemplated by this Agreement.
Mutual Covenants of the Parties. Subject to the terms and conditions hereof and for so long as this Agreement has not been terminated in accordance with the terms hereof, each of the Parties, as applicable, agrees to comply with the following covenants:
(a) Each of the Parties hereby covenants and agrees to support and use commercially reasonable efforts to facilitate consummation of each of the Restructuring Transactions, as may be applicable, pursuant to the terms set forth in this Agreement and the Restructuring Documents, and take all reasonable actions necessary or reasonably requested by the Company or the Investors to facilitate consummation of each of the Restructuring Transactions, as may be applicable, including voting in favor of, or executing written consents approving, any actions necessary to effectuate the foregoing.
(b) Each of the Parties hereby covenants and agrees not to, in its capacity as a Party, or in any other capacity, in any material respect, object to, delay, impede, or take any other action to interfere with the Restructuring Transactions.
Mutual Covenants of the Parties. (a) Notwithstanding any other provision of this Agreement to the contrary, the Seller and the Buyer expressly agree that prior to the Closing, the Seller shall cause any and all of Services I's, Services II's, Services, LP's and the Company Subsidiaries' right, title and interest in and to all of those assets set forth on Section 5.3 of the Seller Disclosure Schedule (collectively, the "Excluded Assets") to be assigned and transferred, without any warranty of title, condition or otherwise, and all such Excluded Assets to be delivered, by Services I, Services II, Services, LP, and the Company Subsidiaries, as applicable, to the Seller or such third party as the Seller may designate, and all of the obligations and liabilities of Services I, Services II, Services, LP or any Company Subsidiary in respect of any such Excluded Assets to be assumed by the Seller or such third party, as the case may be. For the avoidance of doubt, liabilities and obligations of DQE, the Seller or the Company relating to the Excluded Assets shall be Buyer Indemnifiable Losses and subject to the Seller's and DQE's indemnification obligations under Article IX.
(b) Notwithstanding any other provision of this Agreement to the contrary, the Seller and the Buyer expressly agree that prior to the Closing, the Seller shall cause any and all of the Seller's and any Subsidiary of the Seller's right, title and interest in and to the Integrated Assets to be assigned and transferred free and clear of all Encumbrances (other than Permitted Encumbrances), but without any other warranty of condition or otherwise, and all such Integrated Assets to be delivered, by the Seller or any Subsidiary of the Seller, as applicable, to the Company, and all of the performance obligations of DQE, the Seller, any Subsidiary of the Seller and the Company which arise after the Closing and relate to the contracts included among the Integrated Assets listed on Section 3.3 of the Seller Disclosure Schedule and all liabilities of the Seller, any Subsidiary of DQE, the Seller, any Subsidiary of the Seller and the Company, direct or indirect, known or unknown, absolute or contingent, which arise after the Closing and relate to the Integrated Assets listed on Section 3.3 of the Seller Disclosure Schedule, provided, however, that the provisions of this Section 5.3(b) shall not limit the representations and warranties of the Seller set forth in the last sentence of Section 3.3 or the Seller's and DQE's indemnification obli...
Mutual Covenants of the Parties. Following the Effective Date of this Agreement, the Parties agree that the Offering of Services or the Provision of Services within the Area shall only be upon the conditions mutually agreed upon by the Parties. Until final transfer of the Operations and Assets, the Parties agree they will carry on their business in the Ordinary Course and, to the extent consistent in all material respects with such business and within their ability to do so, agree that they will use Commercially Reasonable Efforts to require the following:
a) Preserve intact their present business organization, and preserve their relationships with customers, employees, creditors, correspondents, suppliers, and others having business relationships with it.
b) Maintain all properties and equipment in customary repair, order, and condition. Ordinary wear and tear excepted.
c) Maintain their books of Customer Accounts and Records in the usual, regular, and ordinary manner in accordance with applicable law and sound business practices applied on a consistent basis.
d) Perform their agreements and comply with their obligations under all contracts and agreements to which they are a party and give prompt written notice to the other Party of any claim or receipt of notice from any other party thereto of any alleged material default or noncompliance thereunder.
e) Not change their existing business practices, procedures, guidelines, or policies in any material respect except as may be required by law or as otherwise provided in this Agreement.
f) Continue to maintain in force all insurance policies they maintain and not cancel, terminate, fail to renew, or modify any such policy, or allow any such policy to be cancelled or terminated, unless the cancelled or terminated policy is replaced with a bond or policy providing coverage, or unless the policy as modified provides coverage, that is substantially equivalent to the policy that is replaced or modified, including coverage for periods that would have been covered by the cancelled or terminated policy.
g) Not mortgage, pledge, or subject any of the Joint Assets to, or permit any of their Assets to become or, except for any liens connected with the Liabilities, remain subject to, any lien.
h) Promptly notify the other Party of any actual or, to the knowledge of the Party, threatened litigation by or against the Party, related to its Water and Wastewater System, or any other person whom the Party is obligated to defend or indemnify, together with a ...
Mutual Covenants of the Parties. Each of Parent, Splitco, RMT Partner and Merger Sub covenants and agrees as follows:
Mutual Covenants of the Parties. From and after the date hereof and until the Closing Date (unless otherwise provided herein), each of the parties hereby covenants and agrees that:
