Seller’s Covenant. Seller shall not permit any mechanic’s, vendor’s, laborer’s, or material supplier’s statutory lien or other similar lien arising from work, labor, services, equipment, or materials supplied, or claimed to have been supplied, to Seller (or anyone claiming through Seller) (“Prohibited Lien”) to attach to the Company-Owned Site or to any adjacent land owned by the Company. If a Prohibited Lien is filed, Seller shall, within 30 Days after receiving notice from Company of such filing (but in any case within 15 Days after Company notifies Seller of commencement of any application for a mechanic’s lien or foreclosure proceedings), commence appropriate action to cause such Prohibited Lien to be paid, discharged, bonded, or cleared from title. Seller shall thereafter prosecute such action with reasonable diligence and continuity. If Company receives notice of any such filing, then Company shall promptly notify Seller. Nothing in this Agreement shall be construed to obligate Seller regarding any lien that results from any act or omission by Company.
Seller’s Covenant. In connection with the condition precedent set out in Section 4.1(e):
(a) the Seller shall: (i) prepare, finalize and post a circular to its shareholders and/or such other announcements, documents, notices and communications as may be required by the Hong Kong Listing Rules and the Organizational Documents of the Seller (collectively, the “Required Shareholder Communication”), in each case, subject to clearance of the same (if required) by The Stock Exchange of Hong Kong Limited, as soon as practicable, which shall, amongst other things, convene the Extraordinary General Meeting to consider resolutions to be passed by the relevant shareholders for the purposes set out in Section 4.1(e) and (ii) hold such Extraordinary General Meeting as soon as practicable;
(b) the Seller undertakes to provide the Purchaser (or advisers nominated by the Purchaser) with draft copies of the Required Shareholder Communication to be sent to the Seller’s shareholders at such time as will allow the Purchaser a reasonable opportunity to provide comments on such draft copies of Required Shareholder Communication before they are finalised and despatched or released; and
(c) subject to the requirements under the Hong Kong Listing Rules and the Organizational Documents of the Seller, the Seller undertakes and agrees to consider any reasonable comments provided by the Purchaser pursuant to Section 5.4(b).
Seller’s Covenant. Seller shall have caused the other ARE Owners to provide to Buyer written covenants that are substantively identical to the covenants contained in Paragraphs 7.1.4, 7.1.5(a), and 7.1.6(a) of the Agreement.
Seller’s Covenant. From the date hereof through the Second Closing, Sellers shall not sell, lease or otherwise dispose of any item of Negotiated Inventory.
Seller’s Covenant. Each Seller and OII covenants and agrees for a period of three (3) years, commencing on the Effective Date, not to directly or indirectly, as a proprietor, partner, stockholder, director, officer, joint venturer, investor, lender or in any other capacity, own, engage, conduct, manage, operate, participate in and be associated with or be connected in any manner whatsoever with any person, firm, partnership, joint venture, corporation or other entity that competes with Purchaser's Employee leasing businesses; provided, however, that this noncompetition covenant shall not apply to (i) payrolling services provided by OII or Sellers in connection with OII's temporary staffing operation or (ii) shares of capital stock owned by any such person in any public corporation, traded on a national or regional exchange or reported by the National Association of Security Dealers, Inc., if such person does not own more than 3% of the issued and outstanding capital stock of such public corporation.
Seller’s Covenant. 1.1 Subject as provided in this schedule, the Seller covenants with the Buyer to pay to the Buyer an amount equal to any Tax Liability of the Company arising in consequence of any of the following:
1.1.1 any Event which occurred on or before the date of this Agreement;
1.1.2 any income, profits or gains earned, accrued, received or which arose on or before the date of this Agreement; or
1.1.3 the Company being or becoming liable in consequence of the failure by any other company:
1.1.3.1 which was, prior to the date of this Agreement, a member of a group (as defined for any relevant Tax purposes) of which the Company was, prior to the date of this Agreement, a member; or
1.1.3.2 which was, prior to the date of this Agreement, under the control of any person or persons that directly or indirectly controlled the Company prior to the date of this Agreement; or to discharge Tax within a specified period or otherwise.
1.2 Subject as provided in this schedule, the Seller covenants with the Buyer to pay to the Buyer an amount equal to any Tax Liability of the Company arising in consequence of any of the following:
1.2.1 any Company having a permanent establishment or fixed place of business for any Taxation purpose on or before the date of this Agreement in any overseas jurisdiction other than that in which it is incorporated;
1.2.2 the Seller’s Group Reorganisation or the Seller’s Group Reorganisation Documents;
1.2.3 any employer’s national insurance contributions payable in respect of the Bonuses paid by the Seller or any member of the Seller’s Group to an employee of the Company on before or after Completion; and
1.2.4 any event within clause 5.1.1 to 5.1.12 occurring without the prior written consent of the Buyer in the period beginning on the date of this Agreement and ending on Completion.
1.3 Subject as provided in this schedule, the Seller covenants with the Buyer to pay to the Buyer an amount equal to all out of pocket costs and expenses reasonably and properly incurred or payable by the Buyer or the Company in connection with or in consequence of any Tax Demand, any Tax Liability for which the Seller is liable to make a payment under this schedule or successfully taking or defending any action (including but not limited to legal proceedings) under this Schedule 3.
1.4 Any payment made by the Seller to the Buyer pursuant to this schedule shall, so far as possible, be a reduction in or refund of the consideration payable or paid by the Buyer to the Selle...
Seller’s Covenant. Sellers covenant and agree to continue to operate the Property between the date hereof and the Closing Date in a manner substantially equivalent to that manner in which the Property was operated by the Sellers in the past, provided however that in no event shall Sellers be obligated to make any capital expenditure at the Property.
Seller’s Covenant. 46 Section 11 Indemnity ...................................................................... 47 Section 12
Seller’s Covenant. The Seller covenants with the Buyer not to Deal with the Shares prior to Completion. Zorlu Holding agrees that the Minority Petrogas Shareholders must not Deal with the Minority Petrogas Shares prior to Completion. The parties agree that damages would be an insufficient remedy for any breaches of these covenants and the Seller and Zorlu Holding agree that the Buyer will be entitled to seek and obtain an injunction or specific performance to enforce the Seller’s (or Zorlu Holding’s) obligations (as appropriate) under this clause without proof of actual damage and without prejudice to any of its other rights or remedies.
Seller’s Covenant. Seller agrees that until the fifth anniversary of the date hereof (the "Restricted Period"), it will secure Non-Disclosure and Covenants of non-competition from the Company's officers and directors. Stating that the present officers and directors of the Company, nor any of its Affiliates will, directly or indirectly, provide similar services of the type currently being provided by Buyer and/or the "company".
