Common use of Operations until Closing Clause in Contracts

Operations until Closing. Except as otherwise provided in this Agreement or as otherwise agreed in writing by the Purchaser, each Vendor shall from the date of this Agreement up to the Closing: (a) not allow his or its interest in the Royalties to become subject to any Encumbrance; (b) not sell, lease, license, transfer or otherwise dispose of, or agree to sell, lease, license, transfer or otherwise dispose of, his or its interest in the Royalties; (c) not, without the prior written consent of the Purchaser, amend or vary any Royalty Agreements or Permit, or obtain any additional Permit in connection with the Royalties except: (i) renewals or replacements of any of the Permits on substantially the same terms and conditions; and DM_VAN/237461-00001/6307131.3 (ii) any additional Permits required so as to maintain the Royalties; (d) use all reasonable efforts to ensure that his or its representations and warranties in this Agreement are true and correct at the Closing and that the conditions of the Purchaser in section 6.1 and the mutual conditions in section 6.3 are fulfilled at the Closing, and will inform the Purchaser promptly of any state of facts which will result in any of his or its representation or warranty being untrue or incorrect or in any condition of the Purchaser in section 6.1 or mutual condition in section 6.3 being unfulfilled at the Closing, and Hunter shall provide to the Purchaser, its employees, representatives and agents, full access during normal business hours to its personnel and its facilities and properties relating to the Royalty and to the Books and Records and to all, or true copies of all, title documents, Royalties Agreements, Encumbrances, Permits, Contracts and other documents relating to the Royalties, and furnish them with all such information relating to the Royalties as the Purchaser from time to time reasonably requests; it being acknowledged and agreed by the each of the Vendors that no investigation made by the Purchaser or any of its employees, representatives or agents shall have the effect of waiving or diminishing the scope of, or otherwise affect the Purchaser’s right to rely on, any representation or warranty made by each of the Vendors in this Agreement or in any document, instrument or agreement delivered pursuant to this Agreement.

Operations until Closing. Except as otherwise provided in this Agreement or as otherwise agreed in writing by the Purchaser, each Vendor shall from the date of this Agreement up to the Closing: (a) not allow his or its interest in the Royalties Royalty to become subject to any Encumbrance; (b) not sell, lease, license, transfer or otherwise dispose of, or agree to sell, lease, license, transfer or otherwise dispose of, his or its interest in the Royalties;Royalty; DM_VAN/237461-00001/6307043.3 (c) not, without the prior written consent of the Purchaser, amend or vary any Royalty Agreements Agreement or Permit, or obtain any additional Permit in connection with the Royalties Royalty except: (i) renewals or replacements of any of the Permits on substantially the same terms and conditions; and DM_VAN/237461-00001/6307131.3and (ii) any additional Permits required so as to maintain the RoyaltiesRoyalty; (d) use all reasonable efforts to ensure that his or its representations and warranties in this Agreement are true and correct at the Closing and that the conditions of the Purchaser in section 6.1 and the mutual conditions in section 6.3 are fulfilled at the Closing, and will inform the Purchaser promptly of any state of facts which will result in any of his or its representation or warranty being untrue or incorrect or in any condition of the Purchaser in section 6.1 or mutual condition in section 6.3 being unfulfilled at the Closing, and Hunter shall provide to the Purchaser, its employees, representatives and agents, full access during normal business hours to its personnel and its facilities and properties relating to the Royalty and to the Books and Records and to all, or true copies of all, title documents, Royalties Royalty Agreements, Encumbrances, Permits, Contracts and other documents relating to the RoyaltiesRoyalty, and furnish them with all such information relating to the Royalties Royalty as the Purchaser from time to time reasonably requests; it being acknowledged and agreed by the each of the Vendors that no investigation made by the Purchaser or any of its employees, representatives or agents shall have the effect of waiving or diminishing the scope of, or otherwise affect the Purchaser’s right to rely on, any representation or warranty made by each of the Vendors in this Agreement or in any document, instrument or agreement delivered pursuant to this Agreement.

Operations until Closing. Except as otherwise provided in this Agreement or as otherwise agreed in writing by the Purchaser, each the Vendor shall from the date of this Agreement up to the Closing: (a) use all reasonable efforts to preserve the Royalty; (b) not allow his or its interest in the Royalties Royalty to become subject to any Encumbrance; (bc) not sell, lease, license, transfer or otherwise dispose of, or agree to sell, lease, license, transfer or otherwise dispose of, his or its interest in the RoyaltiesRoyalty; (cd) nottake good care of the Royalty and take reasonable care to protect and safeguard the Royalty; (e) make all necessary tax, governmental and other filings necessary in respect to the Royalty in a timely fashion; and (f) Not, without the prior written consent of the Purchaser, amend or vary the Royalty Agreement or any Royalty Agreements or Permit, or obtain any additional Permit in connection with the Royalties Royalty except: (i) renewals or replacements of any of the Permits on substantially the same terms and conditions; and DM_VAN/237461-00001/6307131.3and (ii) any additional Permits required so as to maintain the RoyaltiesRoyalty; (dg) use Provide to the Purchaser, its employees, representatives and agents, full access during normal business hours to the Vendor’s personnel and its facilities and properties and to the Books and Records and to the Royalty Agreement and all, or true copies of all, title documents, Encumbrances, Permits, Contracts and other documents relating to the Royalty, and furnish them with all such information relating to the Royalty as the Purchaser from time to time reasonably requests; it being acknowledged and agreed by the Vendor that no investigation made by the Purchaser or any of its employees, representatives or agents shall have the effect of waiving or diminishing the scope of, or otherwise affect the Purchaser’s right to rely on, any representation or warranty made by the Vendor in this Agreement or in any document, instrument or agreement delivered pursuant to this Agreement; and (h) Use all reasonable efforts to ensure that his or its the representations and warranties of the Vendor in this Agreement are true and correct at the Closing and that the conditions of the Purchaser in section 6.1 and the mutual conditions in section 6.3 are fulfilled at the Closing, and will inform the Purchaser promptly of any state of facts which will result in any of his or its representation or warranty of the Vendor being DM_VAN/237461-00001/6298157.6 - 12 - untrue or incorrect or in any condition of the Purchaser in section 6.1 or mutual condition in section 6.3 being unfulfilled at the Closing, and Hunter shall provide to the Purchaser, its employees, representatives and agents, full access during normal business hours to its personnel and its facilities and properties relating to the Royalty and to the Books and Records and to all, or true copies of all, title documents, Royalties Agreements, Encumbrances, Permits, Contracts and other documents relating to the Royalties, and furnish them with all such information relating to the Royalties as the Purchaser from time to time reasonably requests; it being acknowledged and agreed by the each of the Vendors that no investigation made by the Purchaser or any of its employees, representatives or agents shall have the effect of waiving or diminishing the scope of, or otherwise affect the Purchaser’s right to rely on, any representation or warranty made by each of the Vendors in this Agreement or in any document, instrument or agreement delivered pursuant to this Agreement.

Operations until Closing. Except as otherwise provided in this Agreement or as otherwise agreed in writing by the Purchaser, each the Vendor shall from the date of this Agreement up to the Closing: (a) use all reasonable efforts to preserve the Royalties; (b) not allow his or its interest in the Royalties any Royalty to become subject to any Encumbrance; (bc) not sell, lease, license, transfer or otherwise dispose of, or agree to sell, lease, license, transfer or otherwise dispose of, his or its interest in any Royalty; (d) take good care of the Royalties and take reasonable care to protect and safeguard the Royalties; (ce) make all necessary tax, governmental and other filings necessary in respect to the Royalties in a timely fashion; and (f) not, without the prior written consent of the Purchaser, amend or vary any Royalty Agreements Agreement or Permit, or obtain any additional Permit in connection with the Royalties any Royalty except: (ia) renewals or replacements of any of the Permits on substantially the same terms and conditions; and DM_VAN/237461-00001/6307131.3and (iib) any additional Permits required so as to maintain the Royalties; (dg) provide to the Purchaser, its employees, representatives and agents, full access during normal business hours to the Vendor’s personnel and its facilities and properties and to the Books and Records and to all, or true copies of all, title documents, Royalty Agreements, Encumbrances, Permits, Contracts and other documents relating to the Royalties, and furnish them with all such information relating to the Royalties as the Purchaser from time to time reasonably requests; it being acknowledged and agreed by the Vendor that no investigation made by the Purchaser or any of its employees, representatives or agents shall have the effect of waiving or diminishing the scope of, or otherwise affect the Purchaser’s right to rely on, any representation or warranty made by the Vendor in this Agreement or in any document, instrument or agreement delivered pursuant to this Agreement; and (h) use all reasonable efforts to ensure that his or its the representations and warranties of the Vendor in this Agreement are true and correct at the Closing and that the conditions of the Purchaser in section 6.1 and the mutual conditions in section 6.3 are fulfilled at the Closing, and will inform the Purchaser promptly of any state of facts which will result in any of his or its representation or warranty of the Vendor being untrue or incorrect or in any condition of the Purchaser in section 6.1 or mutual condition in section 6.3 being unfulfilled at the Closing, and Hunter shall provide to the Purchaser, its employees, representatives and agents, full access during normal business hours to its personnel and its facilities and properties relating to the Royalty and to the Books and Records and to all, or true copies of all, title documents, Royalties Agreements, Encumbrances, Permits, Contracts and other documents relating to the Royalties, and furnish them with all such information relating to the Royalties as the Purchaser from time to time reasonably requests; it being acknowledged and agreed by the each of the Vendors that no investigation made by the Purchaser or any of its employees, representatives or agents shall have the effect of waiving or diminishing the scope of, or otherwise affect the Purchaser’s right to rely on, any representation or warranty made by each of the Vendors in this Agreement or in any document, instrument or agreement delivered pursuant to this Agreement.

Operations until Closing. Except as otherwise provided in this Agreement or as otherwise agreed in writing by the Purchaser, each Vendor shall from the date of this Agreement up to the Closing: (a) not allow his or its interest in the Royalties to become subject to any Encumbrance;; DM_VAN/237461-00001/6307197.2 (b) not sell, lease, license, transfer or otherwise dispose of, or agree to sell, lease, license, transfer or otherwise dispose of, his or its interest in the Royalties; (c) not, without the prior written consent of the Purchaser, amend or vary any Royalty Agreements or Permit, or obtain any additional Permit in connection with the Royalties except: (i) renewals or replacements of any of the Permits on substantially the same terms and conditions; and DM_VAN/237461-00001/6307131.3and (ii) any additional Permits required so as to maintain the Royalties; (d) use all reasonable efforts to ensure that his or its representations and warranties in this Agreement are true and correct at the Closing and that the conditions of the Purchaser in section 6.1 and the mutual conditions in section 6.3 are fulfilled at the Closing, and will inform the Purchaser promptly of any state of facts which will result in any of his or its representation or warranty being untrue or incorrect or in any condition of the Purchaser in section 6.1 or mutual condition in section 6.3 being unfulfilled at the Closing, and Hunter shall provide to the Purchaser, its employees, representatives and agents, full access during normal business hours to its personnel and its facilities and properties relating to the Royalty and to the Books and Records and to all, or true copies of all, title documents, Royalties Agreements, Encumbrances, Permits, Contracts and other documents relating to the Royalties, and furnish them with all such information relating to the Royalties as the Purchaser from time to time reasonably requests; it being acknowledged and agreed by the each of the Vendors that no investigation made by the Purchaser or any of its employees, representatives or agents shall have the effect of waiving or diminishing the scope of, or otherwise affect the Purchaser’s right to rely on, any representation or warranty made by each of the Vendors in this Agreement or in any document, instrument or agreement delivered pursuant to this Agreement.

Operations until Closing. Except as otherwise provided in this Agreement or as otherwise agreed in writing by the Purchaser, each Vendor shall from the date of this Agreement up to the Closing: (a) not allow his his, her or its interest in the Royalties Royalty to become subject to any Encumbrance; (b) not sell, lease, license, transfer or otherwise dispose of, or agree to sell, lease, license, transfer or otherwise dispose of, his his, her or its interest in the RoyaltiesRoyalty; (c) not, without the prior written consent of the Purchaser, amend or vary any Royalty Agreements Agreement or Permit, or obtain any additional Permit in connection with the Royalties Royalty except: (i) renewals or replacements of any of the Permits on substantially the same terms and conditions; and DM_VAN/237461-00001/6307131.3and (ii) any additional Permits required so as to maintain the RoyaltiesRoyalty; (d) use all reasonable efforts to ensure that his his, her or its representations and warranties in this Agreement are true and correct at the Closing and that the conditions of the Purchaser in section 6.1 and the mutual conditions in section 6.3 are fulfilled at the Closing, and will inform the Purchaser promptly of any state of facts which will result in any of his his, her or its representation or warranty being untrue or incorrect or in any condition of the Purchaser in section 6.1 or mutual condition in section 6.3 being unfulfilled at the Closing, and Hunter shall provide to the Purchaser, its employees, representatives and agents, full access during normal business hours to its personnel and its facilities and properties relating to the Royalty and to the Books and Records and to all, or true copies of all, title documents, Royalties Royalty Agreements, Encumbrances, Permits, Contracts and other documents relating to the RoyaltiesRoyalty, and furnish them with all such information relating to the Royalties Royalty as the Purchaser from time to time reasonably requests; it being acknowledged and agreed by the each of the Vendors that no DM_VAN/237461-00001/6303642.7 investigation made by the Purchaser or any of its employees, representatives or agents shall have the effect of waiving or diminishing the scope of, or otherwise affect the Purchaser’s right to rely on, any representation or warranty made by each of the Vendors in this Agreement or in any document, instrument or agreement delivered pursuant to this Agreement.