Obligations and Covenants. Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by Buyer on or before the Closing.
Obligations and Covenants. The Seller shall have performed in all material respects all obligations and covenants required to be performed or complied with by the Seller under this Agreement by the time of the Closing.
Obligations and Covenants. Section 5.1 Conduct of the Business Prior to Closing. From the date hereof ---------------------------------------- to the Closing Date, and except to the extent that Purchaser shall otherwise consent in writing, the Sellers shall:
(a) operate the Business as presently operated and only in the ordinary course, and use its commercially reasonable efforts to preserve intact its good will, reputation and present business organization and to preserve its relationships with persons having business dealings with it;
(b) maintain all of the properties of the Business in good order and condition, reasonable wear and use excepted;
(c) take all steps reasonably necessary to maintain the Intellectual Property including any pending applications therefor;
(d) pay accounts payable, other obligations and liabilities and collect accounts receivable of the Business in accordance with the Sellers' past business practices;
(e) comply and cause the Business to comply with all laws applicable to the conduct of the Business;
(f) not enter into any settlement regarding any claim, dispute or other cause of action brought against Sellers or the Business by any third party except for settlements of customer disputes in the ordinary course of business;
(g) not sell, or otherwise dispose of, any of the Acquired Assets, other than in the ordinary course of business;
(h) submit all contracts to which Sellers or the Business is to become a party between the date hereof and the Closing Date for approval by Purchaser, other than contracts entered into in the ordinary course of business; and
(i) not take any action that would constitute a breach of Section ------- 3.15 hereof. ----
Obligations and Covenants. Each obligation of the parties expressed in this lease, even though not expressed as a covenant, is considered to be a covenant for all purposes.
Obligations and Covenants. 6.1. Conduct of Business Prior to the Closing ......................29 6.2. Access to Information .........................................31 6.3. Efforts; Consents; Guarantees .................................32 6.4. No Use of the Seller Names ....................................33 6.5. Covenant Not to Compete .......................................34
Obligations and Covenants. 4.1 The [Owner and Developer] covenant with the Council to observe and perform the restrictions and obligations on their part in respect of the Site as set out in this Agreement and Schedules
4.2 The Council covenants with the [Owner and Developer] to observe and perform the obligations on its part as set out in this Agreement and Schedules
4.3 The Schedules referred to in sub clauses 4.1 and 4.2 are:
4.3.1 Schedule 1 containing restrictions and obligations relating to
4.3.2 Schedule 2 containing restrictions and obligations relating to
4.4 The Council has resolved and hereby covenants with the [Owner / Developer] to issue the Planning Permission within five working days of the date hereof in the form of the draft annexed hereto
Obligations and Covenants. Employee acknowledges and agrees that Employee’s post-employment obligations as set out in the Non-Competition Agreement dated June 4, 2015 (the “Non-Competition Agreement”) and the Employee Non-Solicitation and Proprietary Information Agreement Employee signed as a condition of being hired (the “PIA Agreement”), remain in full and effect.
Obligations and Covenants. Nothing herein shall amend, modify or supersede any contractual terms, obligations or covenants among or between any of the Company, DISTRIBUTOR or the Trust previously or currently in effect, including those contractual terms, obligations or covenants contained in the Participation Agreement.
Obligations and Covenants. OF BEM LP 10 ARTICLE 4 TERM 10 ARTICLE 5 AMOUNTS AND PAYMENT 11 ARTICLE 6 METERING OF ELECTRICITY 13 ARTICLE 7 REPRESENTATIONS AND WARRANTIES 14 ARTICLE 8 DEFAULT AND REMEDIES 15 ARTICLE 9 FORCE MAJEURE 17 ARTICLE 10 INDEMNIFICATION 18 ARTICLE 11 SUBSTANTIAL DAMAGE OR DESTRUCTION TO FACILITY 20 ARTICLE 12
Obligations and Covenants. 2.1 Immediately upon Closing the Company and RA and MA and the Remaining Shareholders and Invest NI and PA shall (if necessary) procure the assignment in full of the consideration referred to at clause 4.2 of the Asset Purchase Agreement from the persons listed in Schedule 4.2 of the Asset Purchase Agreement directly to the Company.
2.2 Immediately upon Closing the Company and RA and the Remaining Shareholders shall (if necessary) procure the assignment in full of one million of the Axxxxxx Options (as defined in clause 18.3 of the Asset Purchase Agreement) directly to the Company.
2.3 On or before Closing the Company and RA shall procure that the Company’s Auditors shall provide Invest NI with full details of the Assumed Liabilities, the Residual Liabilities and the Primary Shareholder Loans.
2.4 On or before Closing the Company and RA shall procure that the Company’s Solicitors shall provide a letter of confirmation to Invest NI in the terms set out in Schedule 6 hereof.
2.5 On or before Closing the Company and RA and the Remaining Shareholders shall procure the delivery to Invest NI of the Comfort Letters.
2.6 No later than 30 days after Closing the Company and RA shall procure that the Company’s Auditors shall audit and verify the Residual Liabilities and the Primary Shareholders Loans to Invest NI and provide Invest NI with an audit report in respect of same.
2.7 As soon as possible after Closing RA and MA and Invest NI shall agree the terms of reference for a letter of instruction, which once agreed shall immediately be sent to the Independent Expert in order to determine the annual market value rental income for the Property (the “Annual Market Rent”). RA and MA and Invest NI hereby agree that the determination of the Independent Expert shall be final and binding upon them and hereby agree to accept and to be bound by same. RA and MA and Invest NI shall agree the terms of reference for the letter of instruction and send it to the Independent Expert within 15 days after Closing. The cost of the Independent Expert shall be borne equally by the Company and Invest NI.
2.8 If the Independent Expert shall determine that the Annual Market Rent is less than £120,000 per annum (which resulting amount shall be referred to herein as the “Rental Balance”) the Rental Balance shall be deemed to accrue for the entire term of the Lease (or five years from the date of execution thereof, whichever is the longer) and the amount calculated therefor (discounted using a ...
