Common use of Vendor’s Covenants Clause in Contracts

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.