Obligations and Covenants Sample Clauses
The 'Obligations and Covenants' clause defines the specific duties, promises, and ongoing commitments that each party agrees to uphold under the contract. This section typically outlines actions that must be performed or avoided, such as maintaining certain standards, providing regular reports, or refraining from competing activities. By clearly setting out these responsibilities, the clause ensures both parties understand their ongoing roles and helps prevent misunderstandings or disputes regarding performance expectations.
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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. The Purchaser shall have performed in all material respects all obligations and covenants required to be performed or complied with by the Purchaser under this Agreement by the time of the applicable 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 or agreement of the parties expressed in this Lease, unless expressed as a representation, even though not expressed as a covenant, is considered to be a covenant for all purposes.
Obligations and Covenants. From the date of signing this Agreement, Party B will commence the transfer of assets and operations to GTFG. GTFG shall conduct its daily operations to meet listing targets and refrain from activities that negatively impact its financial position or operations.
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. 8.1 General obligations and covenants
(a) provide Company with all reasonable information and access to its premises, Sites, computer and network systems in order for Company to provide the Services in accordance with the terms of the Agreement;
(b) if required, provide adequate conditions for Company’s personnel at the Client’s premises and Sites, including, but not limited to, workspaces, heating, lighting, ventilations, electric current and outlets, internet and long-distance telephone access;
(c) promptly notify Company of any event or incidents that is likely to or will impact on the provision of the Services or any other obligation of Company (including but not limited to any Exceptional Circumstances);
(d) hold all licenses and authorisations (including import, export and radiation source licences) required by Law anywhere in the world where the Client imports, possesses or uses the Goods, Applications or Desktop Software;
(e) if applicable, at all times keep and maintain the Goods properly serviced, in proper working order and condition, including but not limited to regular required maintenance of any diesel engines and lubrication to bearings and ensure that records are maintained for the operational time of the Goods and make those records available to Company within 2 days of receiving a request to do so;
(f) keep the Goods at the premises authorised by Company unless written permission has been obtained from Company to relocate the Goods elsewhere;
(g) use the Goods, Applications and Desktop Software carefully and properly and comply in all respects with the instructions and recommendations of Company;
(h) permit Company and its Personnel, to enter the premises of the Client at all reasonable times in order to inspect the Goods;
(i) keep the Goods in a safe place;
(j) not modify or repair the Goods, Applications or Desktop Software without written consent from Company;
(k) not use the Goods, Applications or Desktop Software for any illegal purpose and must comply in all respects with all applicable Laws reasonably necessary for the safe and lawful operation of the Goods, Applications and Desktop Software;
(l) not place, or allow to be placed, on the Goods any plates or marks that are inconsistent with the ownership of Company;
(m) notify any person seizing or claiming an interest in the Goods of the ownership of Company and must give immediate written notice to Company of such seizure or claim;
(n) not without Company's prior written consent: (...
Obligations and Covenants. The Company shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Times.
Obligations and Covenants. Each of the Fund, the Trust and the General Partner shall:
(a) grant access or cause access to be granted to the Administrator to the documents and information necessary in order for the Administrator to perform its obligations, covenants and responsibilities pursuant to the terms hereof; and
(b) provide, or cause to be provided, all documents and information as may be reasonably requested by the Administrator, and promptly notify the Administrator of any material facts or information of which it is aware, in relation to and which may affect the performance of the obligations, covenants or responsibilities of the Administrator pursuant to this Agreement, including any known pending or threatened suits, actions, claims, proceedings or orders by or against the Fund, the Trust, the Partnership or any of their respective affiliates before any Governmental Authority; and
(c) otherwise cooperate reasonably with the Administrator in connection with the performance of the services described in Article II hereunder.
Obligations and Covenants. 3.1 The Owners covenant with the Council to observe and perform the agreements, provisions, stipulations and the obligations on their part as set out in this Deed and the schedules to this Deed and to give at least 5 (five) Working Days written notice to the Council of the Commencement Date.
3.2 The Neighbouring Landowners covenant with the Council to observe and perform the agreements, provisions, stipulations and the obligations on their part as set out in this Deed and the Schedule 2 to this Deed.
3.3 The Council covenants with the Owners and the Neighbouring Landowners to observe and perform the agreements, provisions, stipulations and the obligations on its part set out in this Deed and the schedules to this Deed.
