Vendor’s Covenants. The Vendor will have performed and complied with all agreements, covenants and conditions as required by this Agreement.
Vendor’s Covenants. The Vendor will have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it before or at closing.
Vendor’s Covenants. The Vendor covenants and agrees with the Purchaser as follows:
Vendor’s Covenants. VENDORS AND/OR THE DEVELOPER DOTH HEREBY COVENANT WITH THE PURCHASER as follows:
4.1. The interest which the Vendors and/or the Developer doth hereby profess to transfer subsists and either of them has good right full power and absolute authority to grant, sell, convey transfer, assign and assure unto and to the use of the Purchasers, the Designated Unit in the manner aforesaid with the concurrence and confirmation of the Vendors.
4.2. It shall be lawful for the Purchaser, from time to time and at all times hereafter to peaceably and quietly, but subject nevertheless to the other provisions hereof, to hold use and enjoy the Designated Unit and to receive the rent issues and profits thereof without any interruption disturbance claim or demand whatsoever from or by the Developer/Vendors or any person or persons claiming through under or in trust for the Developer/ Vendors AND freed and cleared from and against all manner of encumbrances, trusts, liens and attachments whatsoever save only those as are expressly mentioned herein.
4.3. The Vendors and/or the Developer shall from time to time hereafter upon every reasonable request and at the costs of the Purchaser make do acknowledge execute and perfect all such further and/or other lawful and reasonable acts deeds matters and things whatsoever for further better and more perfectly assuring the Designated Unit hereby granted sold conveyed and transferred unto and to the Purchaser in the manner aforesaid as shall or may be reasonably required by the Purchaser, till the purchaser applied for and got his/ her name recorded with the local concerned authority.
4.4. The Vendors and/or the Developer as the case may, unless prevented by fire or some other irresistible force, shall upon reasonable requests and at the costs of the Purchaser produce or cause to be produced to the Purchaser or his/her attorneys or agents for inspection the title deeds in connection with the said Premises in any of their custody and also shall, at the like requests and costs of the Purchaser, deliver to the Purchaser attested or Photostat copies therefrom as the Purchaser may require and shall and will, unless prevented as aforesaid, keep the same safe, un- obliterated.
4.5. The Said Vendors and Developer both hereby covenant with the Purchasers herein that neither the said Vendors nor Developer has taken any loan from any bank(s), the person(s) and any other financial institution(s) and nor they have deposited the original title deed of th...
Vendor’s Covenants. The Vendor covenants with the Purchaser that up to andincluding the Closing or the termination of this Agreement:
(a) it will use all reasonable efforts to obtain and to cause Ungava to obtain all consents, approvals, releases, assurances, or waivers that may be necessary or desirable in connection with the transactions contemplated hereby; and
(b) the Vendor will not, without the written consent of the Purchaser, cause Ungava to:
(i) declare or pay any dividend, or make any distribution of Ungava's properties of assets to its shareholders, or purchase or retire any of its shares;
(ii) allot or issue or enter into any agreement for the allotment or issuance of, or grant any other rights to acquire, shares in the capital stock of Ungava or securities, convertible into exchangeable for, or which otherwise carry the right to acquire, directly or indirectly, any shares in its capital, other than as the Purchaser and the Vendor agree in writing;
(iii) sell all or any part of the assets of Ungava or agree to do or perform any act or enter into any transaction or negotiation which could reasonably he expected to interfere with or be contemplated by this Agreement, or which would render inaccurate any of the representations and warranties set forth in section 3 of this Agreement; or
(iv) merge, amalgamate or consolidate into or with any entity, or enter into any other corporate reorganization; provided however that the provisions hereof shall not preclude either of the parties hereto or Ungava, pending the Closing or the termination of this Agreement, whichever shall first occur, from carrying on their respective business in the normal course thereof;
(c) the Vendors will cause Ungava to disclose and provide copies of all of its material contracts to representatives of the Purchaser as soon as practicable; and
(d) the Vendor will not, without the prior written consent of an authorized representative of the Purchaser, use the Purchaser’s name in any press release or other public disclosure statement, unless otherwise required to do so by law or a regulatory authority having jurisdiction.
Vendor’s Covenants. The Vendor warrants, represents and undertakes to the Purchaser and also as a separate covenant to the Company:
Vendor’s Covenants. 10.1 The Vendor undertakes to and covenants with the Purchaser that (except with the consent in writing of the Purchaser) it will not at any time after Completion:
10.1.1 (except as required by law) disclose or divulge to any person (other than to officers or employees of the Purchaser whose province it is to know the same) or use (other than for the benefit of the Purchaser) any Confidential Information which may be within or have come to its knowledge and it must use all reasonable endeavors to prevent such publication, disclosure or misuse of any Confidential Information;
10.1.2 do or say anything which is likely or intended to damage the goodwill or reputation of the Company or any member of the Group or of any business carried on by the Company or any member of the Group or which may lead any person to cease to do business with the Company on substantially equivalent terms to those previously offered or not to engage in business with the Company or any member of the Group.
10.2 The Vendor undertakes to and covenants with the Purchaser that it will not, for a period of one year after the date of this agreement, either on its own behalf or jointly with any other person, directly or indirectly:
10.2.1 approach, canvass, solicit or otherwise act with a view to enticing away from or seeking in competition with any business of the Company or any member of the Group any person who at any time during the period of 12 months preceding the Completion Date or at any time after the Completion Date prior to his ceasing to be employed by the Company or any member of the Group is or has been a customer of the Company or any member of the Group and during such period it must not use its knowledge of or influence over any such customer to or for its own benefit or the benefit of any other person carrying on business in competition with the Company or any member of the Group or otherwise use its knowledge of or influence over any such customer to the detriment of the Company or any member of the Group;
10.2.2 seek to contract with or engage (in such a way as adversely to affect the business of the Company or any member of the Group as carried on at the date of this agreement) any person who has been contracting with or engaged to supply or deliver products, goods, materials or services to the Company or any member of the Group at any time during the period of [twelve] months preceding the date of this agreement or, at any time after that, before he ceases to be engaged...
Vendor’s Covenants. 8.1 The Vendor covenants as follows:
(i) subject to the easements and rights reserved to the Vendor pursuant to section 15.3 and to the conditions set out in any easement agreement to be entered into between the Vendor and the Purchaser prior to Closing pursuant to section 15.4, allowing the Vendor continued access to and occupation and use of certain parts of the Lands, to deliver vacant possession of the Lands to the Purchaser on Closing;
(ii) that no site plan, development or other agreement, conveyance or encumbrance affecting the Lands will be entered into, created or registered against the title to the Lands prior to Closing or other termination of the Agreement without the prior written consent of the Purchaser, which consent may be unreasonably withheld;
(iii) to pay on or before Closing all realty taxes, levies, impost charges, capital contributions, cash-in-lieu of parkland dedication payments, local improvement charges, development charges, education development charges or similar charges owing in respect of the Vendor’s development and use of the Lands prior to Closing but specifically excluding any such charges that arise from or relate to the Purchaser’s proposed development and use of the lands, which latter charges shall be the responsibility of the Purchaser;
(iv) to complete at its own expense, prior to Closing, all works, conveyances, payments and matters required to be completed to ensure that the Lands conform to all applicable Laws, including prompt satisfaction and removal of any work orders, deficiency notices, directives and orders to comply issued prior to Closing; and
(v) to convey to the Purchaser all easements, rights of way and licences over the Vendor’s abutting lands, as more particularly described in section 15.
Vendor’s Covenants. 8.1 From the date hereof to the Closing any insurance currently on the Property shall be kept and maintained, and no change shall be made to such insurance policy or policies, nor will such insurance be terminated or be allowed to expire.
8.2 Until closing, the Vendor shall continue to maintain the Property in a manner consistent with the Vendors past practices.
8.3 On or before Closing the Vendor shall be permitted but not required to remove all equipment other than the Purchased Assets. The building with be delivered in a broom swept condition and otherwise “as is”.
Vendor’s Covenants. 9.1 The Vendor’s Obligation in Relation to the Conduct of Business
9.1.1 The Vendor shall between the date of this Agreement and Closing
a) not adopt any shareholders’ resolution of the Company regarding:
(1) the liquidation of the Company;
(2) any amendment to the articles of association of the Company;
(3) any transformation of the Company within the scope of the German Transformation Act (Umwandlungsgesetz – “UmwG”);
(4) the conclusion of any enterprise agreement within the meaning of sections 291, 292 AktG with the Company;
(5) the redemption (Einziehung) of any Shares;
(6) the appointment of new auditors;
(7) the declaration and/or payment of dividends by the Company;
b) not sell, transfer, create any encumbrances on, or otherwise dispose over, any Shares, or grant any rights to purchase or otherwise become the legal or commercial owner of any Shares;
c) not enter into any agreement or other transaction or arrangement with the Company or a Subsidiary; and
d) not make any capital commitments (including any commitments having the effect of binding the Purchaser) against BaFin in relation to the Target Group.
