VENDOR COVENANTS. Vendor will not commit or permit waste, destruction, or damage to USAC’s facilities and not use such facilities for any unlawful purpose. Vendor will indemnify and hold harmless USAC from and against any damage to USAC’s office and any Losses caused by the acts or omissions of Vendor or Contract Staff while present at USAC’s offices.
VENDOR COVENANTS. The Vendor hereby covenants: (a) That it shall not take any action or omission which will in any way prejudice the completion of this transaction; (b) That upon acceptance of this agreement, a binding contract of purchase and sale is constituted; (c) That it has not been induced into entering into this Agreement by oral or written representation or promises except as set out in the Agreement; (d) That it is not now and will not be on Closing Date a non-resident as defined in the Income Tax Act; (e) There is no material information or knowledge which has been withheld from IT relating to either Systems or PS, which if known would cause the purchaser to alter his decision to purchase the shares of either Systems or PS. IT ACKNOWLEDGEMENTS IT hereby acknowledges:
VENDOR COVENANTS. Vendor covenants and agrees with USAC that:
VENDOR COVENANTS. With the acceptance of each Purchase Order, Vendor represents, warrants and agrees that:
a. It will not subcontract any portion of its work pursuant to a Purchase Order related to the sourcing of materials, assembly, manufacturing, packing and loading of finished products without first obtaining Purchaser’s prior written approval as to the subcontractor to be used (“Subcontractor”) and the nature of the work to be performed thereby. Vendor further represents that it will not resell Goods to Purchaser that were purchased by Vendor from third parties without having first obtained the written approval of Purchaser as to the third-party manufacturer for that specific transaction. Vendor acknowledges that any Subcontractor must be bound by the terms of the Purchase Order and this Agreement, and that notwithstanding the foregoing or any other provision of this Agreement, Vendor shall remain obligated to Purchaser for the performance of all obligations thereunder.
b. Vendor will properly complete and execute all required country of origin declarations in the manner and form required by U.S. Customs and Border Protection. Such declarations will be forwarded to Purchaser, together with the original commercial invoice and textile visa (where applicable). Vendor will promptly inform Xxxxxxxxx of any changes to the country of origin as soon as Vendor becomes aware of any such changes. Vendor shall, within ten (10) business days of Purchaser request, provide Purchaser with documentation substantiating the country of origin.
c. All Goods either: (a) will not contain any cassiterite, columbite-tantalite (coltan), wolframite or gold, or tin, tantalum or tungsten, or any other mineral or its derivatives determined by the Secretary of State of the United States to be financing conflict in the Democratic Republic of the Congo or an adjoining country (collectively, "Conflict Minerals") or (b) if such products contain Conflict Minerals, such Conflict Minerals will be "DRC Conflict Free" (as such term is defined in Rule 13p-1 (the "Conflict Minerals Rule") under the Securities Exchange Act of 1934). Vendor also agrees (a) to maintain, record and provide to Purchaser on request, traceability data and such other information as Purchaser may request in order to facilitate compliance with the Conflict Minerals Rule, (b) to adopt and maintain policies, due diligence frameworks and management systems that enable Purchaser to comply with its obligations under the Conflict Minerals Rul...
VENDOR COVENANTS. The Vendor hereby covenants that
(a) it shall not take any action or omission which will in any way delay or prevent the completion of this transaction on the Closing Date;
(b) all bonuses (other dm any bonuses relating to Asset Proceeds, or Bonuses as defined in and payable to the Vendor under the Employment Agreement) are to be forgiven by ICS on clos'mg;
(c) it shall cause the owner of ICS's business premises (in respect of which ICS is currently in occupation) forthwith after execution and delivery of this Agreement to enter into a formal commercial lease (a "Premises @ase") with IT or with ICS. Said lease will have a 3 year term at rents of $5,000/month, which rent terms shall apply in respect of an periods of occupation prior to execution and delivery of such lease. Other Premises Lease terms shall be as settled between the parties, consistent otherwise with ICS's past use and occupation of the premises, and IT shall prepare and submit to the owner a draft document for this purpose within I 0 days of the date of execution hereof;
(d) ICS will be responsible for its' own share of professional fees relating to this acquisition; and
(e) it shall keep all details of this Agreement strictly confidential.
VENDOR COVENANTS. The Vendor covenants and agrees to the following as a condition to receiving the Voucher Award:
a) The Vendor agrees to deliver the Qualified Vehicle(s) to the Purchaser prior to the end of the Voucher Reservation Term unless an extension of that time has been approved by the Authority in its sole discretion.
b) The Vendor reaffirms its self-certification submitted in conjunction with its application for this Program attesting that all Qualifying Vehicle(s) comply with all applicable State and Federal requirements for safety and operation, as issued by the National Highway Traffic Safety Administration and as codified in 49 C.F.R. 571.
c) The Vendor agrees to provide, for each Qualified Vehicle, a warranty for at least three (3) years or 50,000 miles, whichever comes first, for the Qualifying Vehicle’s parts, including at a minimum the chassis, motor, drive train, batteries, hydrogen fuel cells, and labor.
d) The Vendor agrees, prior to the end of the Voucher Reservation Term, to implement a servicing plan within the State of New Jersey that is aligned with industry norms and current best practices for maintenance of the Qualified Vehicles which extends at least through the Voucher Compliance Term, and subject to the approval of the Authority.
e) The Vendor agrees to accept the Voucher Award issued by the Authority on behalf of the Purchaser in the amount of ^$ as a portion of the Purchaser’s vehicle(s) payment, and shall deduct the full amount of the Voucher Award from the upfront vehicle(s) cost.
f) The Vendor agrees to implement a charging/fueling plan for the Qualified Vehicle(s) that includes but is not limited to the anticipated count, type, capacity, and location of chargers/fueling stations necessary for the Qualifying Vehicle(s) as agreed to between the Vendor and Purchaser, prior to the end of the Voucher Reservation Term.
g) Vendor shall at all times during the Voucher Compliance Term carry General Liability insurance coverage in such a manner and against such loss, damage and liability to third parties as is customary with companies in the same or similar business. The Vendor shall at all times during the Voucher Compliance Term carry general liability insurance with the following minimum limits: Each Occurrence - $1,000,000.00; General Aggregate - $2,000,000.00.
h) Vendor shall satisfy and comply with all conditions and terms of this Agreement during the Voucher Reservation Term and any approved extension thereto including but not limited to s...
VENDOR COVENANTS. 14.1 The Vendor undertakes to the Purchaser and each Acquired Group Company (and for this purpose the Purchaser is acting as agent of each Acquired Group Company) that it shall not and shall procure that each member of the Vendor's Group shall not (whether alone or in conjunction with or on behalf of or through another person and whether directly or indirectly as a shareholder, partner, consultant, agent or principal or in any other capacity) without the prior written consent of the Purchaser:
(a) at any time during the period of [***] years after the Completion Date, be, directly or indirectly, engaged, concerned or interested in any Competing Business;
(b) at any time during the period of [***] years after the Completion Date, employ or engage or seek to solicit or entice away from the employment or engagement of any Acquired Group Company any Relevant Acquired Group Employee;
(c) at any time during the period of [***] years after the Completion Date, deal or contract or canvass or solicit or seek to canvass or solicit any Relevant Customer in order to supply or offer to supply to them Relevant Products or Services;
(d) at any time during the period of [***] years after the Completion Date, interfere or seek to interfere with the continuance of supplies to any Acquired Group Company (or the terms of such supplies) from any supplier who has been supplying goods, materials or services to any Acquired Group Company at any time during the 12 months prior to the Completion Date, if such interference causes or would cause that supplier to cease supplying or materially reduce its supply of those goods and services; and
(e) at any time after the Completion Date, represent itself or permit itself to be held out as being in any way connected with or interested in any Acquired Group Company.
14.2 Nothing in paragraph (a) of Clause 14.1 shall prevent any member of the Vendor's Group from:
(a) holding, for investment purposes only, shares in a company which are listed on any recognised stock exchange provided that the shares held by it represent no more than 3 per cent of the issued share capital of the relevant company; or
(b) complying with its obligations under the Intellectual Property Assignment Agreement, the Cross-Licence Agreement, the Know-how Licence Agreement and/or the Exclusive Manufacturing and Supply Agreement (including, for the avoidance of doubt, in selling Regurin during the period of six months following Completion); or
(c) selling any Cystistat s...
VENDOR COVENANTS. 6.1 The Vendor and Xxxxx hereby jointly and severally covenant to the Purchaser (which covenants shall survive closing) that:
(a) from and including the date of this Agreement through to and including the Time of Closing, permit the Purchaser, through its directors, officers, employees and authorized agents and representatives (collectively the "Purchaser's Representatives") at its own cost, full access to the Vendor's books, records and property related to the Assets so as to permit the Purchaser to make such investigation (the "Purchaser's Investigation") of the Assets as the Purchaser deems necessary;
(b) as soon as reasonably practicable, provide to the Purchaser all such further documents, instruments and materials and do all such acts and things as may be required by the Purchaser to obtain Regulatory Approval including, but not limited to, providing to the Purchaser a valuation opinion of the Assets in a form and by a party acceptable to the VSE so as to permit the Purchaser's Shares to be issued as "trading shares" as that term is defined in VSE Listings Policy Statement No. 18;
(c) it shall complete, sign and return to the Purchaser as soon as possible on request by the Purchaser any documents as may be required by regulatory authorities, stock exchanges and applicable law or as directed by the Purchaser's solicitors;
(d) from and including the date of this Agreement through to and including the Time of Closing:
(i) do all such acts and things necessary to ensure that all of the representations and warranties of the Vendor and Xxxxx or any one of them contained in this Agreement or any certificates or documents delivered by them or any one of them pursuant to this Agreement remain true and correct;
(ii) keep confidential all discussions and communications (including all information communicated therein) between the parties, and all written and printed materials of any kind whatsoever exchanged by the parties, and, if so requested by the Purchaser, the Vendor and Xxxxx shall arrange for any director, officer, employee, authorized agent or representative of the Vendor to enter into and Xxxxx himself shall enter into a non-disclosure agreement with the Purchaser in a form acceptable to the Purchaser acting reasonably;
(iii) not negotiate with any other person in respect of a purchase and sale of all or any part of the Assets.
VENDOR COVENANTS. THE VENDOR COVENANTS ARE AS FOLLOWS
VENDOR COVENANTS. The Vendor covenants with the Purchaser that the Company's cash bank account balance as at the Settlement Date will be adjusted to be equal to the sum of all punter's wagering account balances as at the Settlement Date.
