Purchaser’s Covenants Sample Clauses
The Purchaser’s Covenants clause sets out the specific promises and obligations that the buyer agrees to fulfill as part of a transaction. These covenants may include commitments such as obtaining necessary approvals, providing required information, or refraining from certain actions that could affect the deal. By clearly outlining the purchaser’s responsibilities, this clause ensures that both parties understand what is expected from the buyer, thereby reducing the risk of misunderstandings or breaches during the course of the agreement.
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Purchaser’s Covenants. (a) [*].
(b) Purchaser shall support JPM CCC’s application to become a shipper on the Minnesota Pipeline under the MPL Local Commodity Tariff’s Rule and Regulations in order to give JPM CCC access to the MPL Tanks, as well as shipper status on the Minnesota Pipeline. Purchaser shall request of MPL that JPM CCC have the right to utilize Marathon’s historical pipeline shipping capacity on the Minnesota Pipeline and Purchaser shall provide commercially reasonable cooperation and assistance in connection with JPM CCC’s efforts to obtain such right. Purchaser shall use commercially reasonable efforts to provide JPM CCC with each pipeline system operator’s written acknowledgement of any transfer of allocated capacity or shipper history and its agreement that JPM CCC would have control over, and hold title to, the Oil to be shipped to Purchaser.
(c) Purchaser shall ensure that at all times during the Term of this Agreement that the Letter of Credit has been issued and provided to JPM CCC and that such Letter of Credit is not subject to any Letter of Credit Default.
(d) Not less than [*] Business Days prior to any change in the effective ownership and control of the Refinery by a Person other than Purchaser that does not constitute a Change of Control, Purchaser shall deliver or cause to be delivered to JPM CCC all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, with respect to such Person that owns and controls the Refinery and JPM CCC shall be reasonably satisfied by the substance of such documentation and other information.
(e) Purchaser shall not agree to amend, modify or supplement Section 6.05(l) or Section 9.02(c)(ii) of the ABL Credit Agreement or any provision of any ABL Collateral Document or any other document relating to the ABL Facility that provides that the liens of the administrative agent and/or the collateral agent, the lenders and the other secured parties thereunder on any Oil that is sold by Purchaser to JPM CCC pursuant to any Purchaser Supply Transaction or any [*] or under any other Transaction Document shall be automatically released upon any such sale and that any such sale may otherwise occur, if such amendment, modification or supplement would be materially adverse to the interests of JPM CCC.
(f) Purchaser will furnish to JPM CCC, concurrently with delivery thereof to the “Agent” under the ABL Credit ...
Purchaser’s Covenants. The Purchaser will have performed and complied with all covenants, agreements and conditions as required by this Agreement.
Purchaser’s Covenants. Purchaser covenants and agrees as follows:
Purchaser’s Covenants. The Purchaser covenants and agrees with the Company that:
a. No later than three business days following the execution of this Agreement, the Purchaser shall cause to be delivered to the Company an opinion of counsel for Purchaser dated as of the date of this Agreement in form and substance reasonably satisfactory to the Company as to the matters set forth in Section 4a, c, e and f.
b. The Purchaser agrees to take such actions and execute and deliver to the Company such documents and instruments as may be necessary to fully consummate the transactions and agreements of the Purchaser as contemplated by this Agreement.
c. During the period commencing with the execution of this Agreement and terminating on the payment in full of the exercise price as contemplated in Section 1 (the "Option Term"), the Purchaser agrees not to enter into any agreement for the sale or disposition of all or substantially all of the Purchaser's assets (in one or more transactions), or a merger, consolidation or other business combination involving all or substantially all of the Purchaser's assets, unless the Purchaser provide the Company with the express, written agreement by the Purchaser or other successor(s) to assume the Purchaser's obligations and covenants hereunder and, after giving effect to any such sale, disposition, merger, consolidation or other business combination, the Purchaser or other successor(s) shall meet the requirements of Section 4 hereof.
Purchaser’s Covenants. THE PURCHASERS DO AND EACH OF THEM DOTH HEREBY COVENANT WITH THE VENDORS AND THE BUILDER as follows:
Purchaser’s Covenants. Purchaser shall have performed in all material respects all covenants and obligations required to be performed by Purchaser on or before the Closing Date.
Purchaser’s Covenants. The Purchaser agrees with the Vendor as follows: ACCEPTANCE OF PLAN OF SUBDIVISION:
(a) To forthwith upon request do all acts and execute and deliver all documents, both before and after closing, as may be required by the Vendor or the relevant municipality (the "Municipality") in connection with and the acceptance of the plan of subdivision wherein the Property is situate as a whole by the Municipality.
(b) The Purchaser will not before closing, mortgage, sell, deal with or in any way encumber the Property, directly or indirectly, that he will not permit any lien, execution or conditional sales agreement to be registered or filed and that he will not obstruct or alter the premises.
Purchaser’s Covenants. Purchaser agrees that between the date hereof and the Closing:
Purchaser’s Covenants. The Purchaser covenants and agrees:
Purchaser’s Covenants. The Purchaser covenants and agrees with the Vendor that from and after the date of this Agreement to the Closing:
(a) as soon as the Purchaser has determined that a state of facts exists which results in or will result in any representation of warranty contained in subsection 4.1 being untrue of incorrect in any material respect on the Closing Date to notify the Vendor of such state of facts;
(b) to cooperate with the Vendor with respect to the covenants set forth in subsection 5.1 and the satisfaction of the conditions precedent set forth herein;
(c) at the request of the Vendor, to execute and deliver such applications for consent and such assumption agreements, and provide such information as may be necessary to obtain the consents referred to herein and will assist and cooperate with the Vendor in obtaining the said consents; and
(d) to use its reasonable best efforts to cause, and any and all of its agents, employees, representatives, relatives and other persons who acted on behalf of the Purchaser or who were or are involved in any negotiations relating to this Agreement, or had, have, will or may have any knowledge about any part in such negotiations, to not, without the prior written consent of the Vendor, reveal portion of this Agreement or any of the transactions contemplated hereby, and to keep strictly confidential the terms of this Agreement or any of the transactions contemplated hereby. Notwithstanding the generality of the foregoing, the Purchaser shall be permitted to disclose the terms of this Agreement to any Governmental authority which lawfully requires the Vendor to do so. The Purchaser acknowledges that breach of the covenants contained in this paragraph will result in damage to the Vendor, that such damage will be difficult to determine and that the Vendor could not be adequately compensated for such damage by monetary award. Accordingly, in the event of a breach of any of the covenants contained in this paragraph, in addition to any and all other remedies available to the Vendor in law or in Equity, the Purchaser hereby consent to the covenants contained in this paragraph being enforced by temporary or permanent injunction, restraining order or declaration, or all of such relief, and to such enforcement being without the necessity of a bond. The Purchaser acknowledges and commensurate with the protection of the legitimate interests of the Vendor.