Common use of Purchaser Covenants Clause in Contracts

Purchaser Covenants. Following the Closing, Purchaser shall be entitled to, inter alia, Transfer any of the Purchased Shares to any transferee at the Purchaser’s sole discretion, subject to the restrictions imposed by Applicable Law, provided that in connection with any sale or disposition of any of the Purchased Shares prior to Seller’s receipt of the Seller Dividend Portion Entitlement applicable to such Purchased Shares being sold or disposed of, the Purchaser shall also (i) transfer and the transferee shall assume, the obligations to pay any remaining Seller Dividend Portion Entitlement with respect to such Purchased Shares on the terms set forth herein, provided that the foregoing right of the Purchaser shall terminate upon the occurrence of an Assignment Cessation Event; and (ii) notify the Seller five (5) days prior to such Transfer regarding the identity of such transferee (which for the avoidance of doubt shall remain at the sole discretion of the Purchaser), provided that such Transfer would not adversely affect Seller’s rights to receive the full amount of the Seller Dividend Total Entitlement and would result in Seller receiving the full amount of the Seller Dividend Total Entitlement, and further provided that to the extent such Transfer results in Seller receiving an amount which is less than the Seller Dividend Portion Entitlement, then Purchaser undertakes to pay Seller the amount of the deficiency. Subject to the foregoing, Purchaser’s rights to Transfer the Purchased Shares would not be limited or restricted. Notwithstanding the aforementioned, the Purchaser will be entitled, at any time, to pay directly to Seller the remaining amount of the Seller Dividend Total Entitlement which has not yet been paid up to such Transfer, and upon such payment, the foregoing limitations will expire and become null and void with no further force and effect. In any event, once the Seller has received as a result of a Subsequent Distribution an aggregate amount equal to the Seller Dividend Total Entitlement, the foregoing limitations shall become null and void with no further force and effect.

Purchaser Covenants. Following The Purchaser covenants and agrees to the Closingfollowing as a condition to receiving the Voucher Award: a) Xxxxxxxxx agrees to register the Qualifying Vehicle(s) in the State of New Jersey prior to the expiration of the Voucher Reservation Term or any approved extension thereto. b) Xxxxxxxxx agrees to maintain the vehicle registration in the State of New Jersey for any Qualifying Vehicle(s), Purchaser for the duration of the Voucher Compliance Term. c) Xxxxxxxxx agrees that on an annual basis for the duration of the Voucher Compliance Term, at least 75% of the vehicle miles traveled (“VMT”) in the Qualifying Vehicle(s) shall be entitled toin the State. d) ^Purchaser agrees to adhere to the Vehicle Scrappage requirement, inter aliaas defined within this Agreement, Transfer any of the Purchased Shares to any transferee at the all vehicle models year 2009 or earlier in Purchaser’s sole discretioncurrent fleet being replaced by a Qualifying Vehicle, subject and will provide documentation acceptable to the restrictions imposed by Applicable Law, provided that Authority in connection with any sale or disposition of any of the Purchased Shares prior to Seller’s receipt of the Seller Dividend Portion Entitlement applicable to such Purchased Shares being sold or disposed of, the Purchaser shall also (i) transfer and the transferee shall assume, the obligations to pay any remaining Seller Dividend Portion Entitlement with respect to such Purchased Shares on the terms set forth herein, provided that the foregoing right of the Purchaser shall terminate upon the occurrence of an Assignment Cessation Event; and (ii) notify the Seller five (5) days prior to such Transfer regarding the identity of such transferee (which for the avoidance of doubt shall remain at the in its sole discretion of such compliance prior to the Purchaser), provided that such Transfer would not adversely affect Seller’s rights to receive the full amount end of the Seller Dividend Total Entitlement Voucher Reservation Term or any approved extension thereof. e) Purchaser agrees to prominently display a visual indication on the Qualified Vehicle(s) purchased, reflecting that the vehicle is a XXX and would result that its purchase was subsidized through NJ ZIP. The Authority shall provide the display. f) Purchaser shall at all times during the Voucher Reservation Term and any approved extension thereto satisfy and comply with all conditions and terms as required by this Agreement, including but not limited to, working reasonably and in Seller receiving good faith with Vendor in securing the full amount items required with the Disbursement Package, as indicated in Exhibit B. g) Purchaser shall at all times during the Voucher Compliance Term satisfy and comply with all conditions and terms of this Agreement. h) Purchaser shall not sell or return any Qualifying Vehicle(s) purchased in whole or in part with the Voucher Award provided by the Authority for the period of the Seller Dividend Total Entitlement, Voucher Compliance Term. i) Xxxxxxxxx agrees and further provided acknowledges that to it shall remain the extent such Transfer results in Seller receiving an amount which is less than the Seller Dividend Portion Entitlement, then Purchaser undertakes to pay Seller the amount registered owner of the deficiency. Subject to Qualifying Vehicle(s) for the foregoing, Purchaser’s rights to Transfer the Purchased Shares would not be limited or restricted. Notwithstanding the aforementioned, the Purchaser will be entitled, at any time, to pay directly to Seller the remaining amount duration of the Seller Dividend Total Entitlement which has not yet been paid up Voucher Compliance Term. j) Xxxxxxxxx agrees to such Transfer, and upon such payment, the foregoing limitations will expire and become null and void with no further force and effect. In insure any event, once the Seller has received as a result of a Subsequent Distribution an aggregate amount equal Qualifying Vehicles pursuant to the Seller Dividend Total Entitlement, the foregoing limitations shall become null and void with no further force and effectall applicable laws.

Purchaser Covenants. Following (a) The Purchaser covenants with the ClosingCompany that prior to making any disclosures relating to the Company in its SEC filings, the Purchaser shall will use its reasonable best efforts to provide to the Company’s Chief Executive Officer and counsel of his choice at a time permitting, for their reasonable review and comment, a copy of such proposed disclosures, and to seek confidential treatment from the SEC for any proprietary information proposed to be entitled included therein including, but not limited to, inter alia, Transfer any the terms and names of the Purchased Shares to parties set forth in any transferee document filed as a “Material Contract”. (b) In the event the employment of C. Xxxxxx XxXxxxxx with the Company is terminated (a “Termination”) for any reason other than death or Disability (as defined in that certain Employment Agreement dated August 19, 2005, executed by and between the Purchaser and C. Xxxxxx XxXxxxxx), at the Purchaser’s sole discretion, subject to the restrictions imposed by Applicable Law, provided that in connection with any sale or disposition of any option of the Purchased Shares prior to Seller’s receipt holders of a majority of the Seller Dividend Portion Entitlement applicable to such Purchased outstanding shares of Common Stock (other than Homeland and holders of the Earn Out Shares being sold or disposed ofand the Restricted Shares), the Purchaser shall also sell its Preferred Stock (or Common Stock to which Preferred Stock has been converted) to the holders of the Common Stock at a purchase price equal to the greater of: (i) transfer and the transferee shall assume, the obligations to pay any remaining Seller Dividend Portion Entitlement with respect to such Purchased Shares on the terms set forth herein, provided that the foregoing right 300% of the price the Purchaser shall terminate upon paid by the occurrence of an Assignment Cessation EventPurchaser for such Preferred Shares; and (ii) notify the Seller five per share Equity Value of the Company as determined through a Valuation (5as defined in the Merger Agreement) days prior to such Transfer regarding the identity of such transferee (which for the avoidance of doubt shall remain at the sole discretion expense of the Purchaser). In the event of a Termination, provided that such Transfer would not adversely affect Seller’s rights to receive the full amount holders of the Seller Dividend Total Entitlement and would result in Seller receiving Common Stock (other than Homeland) shall have thirty (30) days from the full amount date of the Seller Dividend Total EntitlementTermination (the “Exercise Period”) to provide notice to the Purchaser of their election to purchase their pro-rata portion of the Preferred Stock (or Common Stock to which Preferred Stock has been converted) held by the Purchaser. In the event the holders of Common Stock elect to purchase such stock, the closing shall take place at the offices of the Purchaser on or before 90 days from the expiration of the Exercise Period. The purchase price for such stock shall be payable as follows: (i) 33% in cash on the closing date, and further provided that to (ii) the extent such Transfer results in Seller receiving an amount which is less than the Seller Dividend Portion Entitlement, then Purchaser undertakes to pay Seller the amount balance of the deficiency. Subject purchase price shall be in the form of a promissory note payable within one year from the date of such closing. (c) The Purchaser agrees to bear the foregoing, Purchaser’s rights to Transfer costs incurred by the Purchased Shares would not be limited or restricted. Notwithstanding the aforementioned, the Purchaser will be entitled, at any time, to pay directly to Seller the remaining amount of the Seller Dividend Total Entitlement which has not yet been paid up to such Transfer, and upon such payment, the foregoing limitations will expire and become null and void with no further force and effect. In any event, once the Seller has received Company as a result of a Subsequent Distribution an aggregate amount equal to SEC compliance activities requested by the Seller Dividend Total Entitlement, Purchaser that would not otherwise be required in the foregoing limitations shall become null and void with no further force and effectordinary course of the Company’s business.