Covenants by the Purchaser Clause Samples
The "Covenants by the Purchaser" 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 helps ensure that both parties understand their expectations and reduces the risk of disputes arising from unmet obligations.
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Covenants by the Purchaser. The Purchaser covenants to the Shareholders that it will do or cause to be done the following:
(1) CONFIDENTIALITY. Prior to the Closing Time and, if the transaction contemplated hereby is not completed, at all times after the Closing Time, the Purchaser will keep confidential all information obtained by it relating to Novagen and the Business, except such information which:
(a) prior to the date hereof was already in the possession of the Purchaser, as demonstrated by written records;
(b) is generally available to the public, other than as a result of a disclosure by the Purchaser, or
(c) is made available to the Purchaser on a non-confidential basis from a source other than the Shareholders or their representatives. The Purchaser further agrees that such information will be disclosed only to those of its employees and representatives of its advisors who need to know such information for the purposes of evaluating and implementing the transaction contemplated hereby. Notwithstanding the foregoing provisions of this paragraph, the obligation to maintain the confidentiality of such information will not apply to the extent that disclosure of such information is required in connection with governmental or other applicable filings relating to the transactions hereunder, provided that, in such case, unless the Shareholders otherwise agree, the Purchaser will, if possible, request confidentiality in respect of such governmental or other filings. If the transactions contemplated hereby are not consummated for any reason, the Purchaser will return forthwith, without retaining any copies thereof, all information and documents obtained from the Shareholders and Novagen.
Covenants by the Purchaser. The Purchaser covenants to the Vendor that it will do or cause to be done the following:
Covenants by the Purchaser. Subject to any other provision contained herein, the Purchaser covenants to the Vendors that prior to the Closing Time and, if the transaction contemplated hereby is not completed, at all times after the Closing Time, the Purchaser will keep confidential all information obtained by it relating to the Corporation and the Business, except such information which:
(a) is generally available to the public, other than as a result of a disclosure by the Purchaser, or
(b) is made available to the Purchaser on a non-confidential basis from a source other than the Vendors, or their representatives. The Purchaser further agrees that such information will be disclosed only to those of its employees and representatives of its advisors who need to know such information for the purposes of evaluating and implementing the transaction contemplated hereby. Notwithstanding the foregoing provisions of this paragraph, the obligation to maintain the confidentiality of such information will not apply to the extent that disclosure of such information is required in connection with governmental or other applicable filings relating to the transactions hereunder, provided that, in such case, unless the Vendors otherwise agree, the Purchaser will, if possible, request confidentiality in respect of such governmental or other filings. If the transactions contemplated hereby are not consummated for any reason, the Purchaser will return forthwith, without retaining any copies thereof, all information and documents obtained from the Vendors and the Corporation.
Covenants by the Purchaser. 7.1. It is acknowledged and agreed by the parties that the approval of the board of directors of OCBVI is required for the transfer of the OCBVI Shares held by NAMF to the Purchaser hereunder and for the approval of the Assignments referred to in clause 5.7 above and for the acceptance of the resignations of the directors and officers referred to in clause 5.7 above. The Purchaser agrees to use its best efforts at its own expense to conclude and execute an agreement satisfactory to it substantially in the form contained in an email addressed to Glenn Harrigan dated September 18th 2002 with Sage Water ▇▇▇▇▇▇▇▇ (BVI) Ltd., or other such agreement as is satisfactory to the Purchaser to obtain such approvals and acceptance. Subject to execution of such agreement, the Purchaser agrees to use its best endeavors to cause Sage Water Holdings (BVI) Ltd. to cooperate in the holding of a board meeting or the passing of directors' resolutions (as the case may be) prior to Completion at which the resolutions and matters described at clause 5.7 above are passed, accepted and approved.
7.2. The Purchaser shall on or as soon as possible after Completion secure the full and final release of the Vendors and EGL from the Guarantees (and the Purchaser shall offer its own guarantees upon the same terms as the Guarantees in substitution therefor if necessary to secure such release) and shall procure that the Guarantees are returned to the Vendors or to EGL and the Purchaser shall, pending such release, fully and effectively indemnify the Vendors and EGL and each of them and keep them indemnified against any and all liability, cost or expense of the Vendors and EGL and each of them under or in respect of the Guarantees. In this regard, the Purchaser shall duly execute and deliver to the Vendors the EGL Indemnity and the NAMF Indemnity. The release of EGL from the Guarantee in favour of the Governor of the Cayman Islands shall be in the form set out at Schedule 7 or, in the event that a release in such form cannot be obtained, in such other form as is agreed with or is reasonably acceptable to the Vendors. The releases of the Guarantees in favour of the
Covenants by the Purchaser. 6.1 The Purchaser hereby covenants and agrees with the Vendor that the Purchaser has taken and will take all necessary and required corporate measures, proceedings and actions to authorize and enable the Purchaser to enter into and deliver this Agreement and to perform its obligations hereunder and to issue the Consideration Shares to the Vendor in accordance with the terms of this Agreement.
Covenants by the Purchaser. 9.1. The Purchaser hereby grants his irrevocable power and consent and agrees to the Developer developing the Balance Property fully by constructing the layout project including the Project and/or additional floors/structures thereon so as to avail of the full FSI permissible at present or in future including for staircase, lift, and by way of TDR or by purchase of floating FSI on the Balance Property and including up “additional construction” and the Developer selling the same and appropriating to itself the entire sale proceeds thereof without the Purchaser or other acquirers of the premises in the layout project having any claim thereto or to any part thereof. The FSI and/or further additional construction shall always be the property of the Developer who shall be at liberty to use, deal with, dispose of, sell, and transfer the same in any manner the Developer may decide. The Purchaser agrees not to raise any objection and/or claim reduction in price and/ or compensation and/or damages including on the ground of inconvenience and/or nuisance. The conveyance of the Balance Property together with the buildings including the Project being constructed thereon and transfer of rights and benefits of the Developer as hereinafter mentioned shall be subject inter alia to the aforesaid reservation. The Developer shall be entitled to consume the said FSI by raising floor or floors on any structure and/or putting up additional structures and/or by way of extension of structures.
9.2. The Purchaser shall maintain at his/her/their own costs the Flat agreed to be purchased by him/her/ them in the same conditions, state and order in which it is delivered to him/her/them and shall abide by all bye‐ laws, rules and regulations of the Developer / Society / Apex Body, Government, Local Bodies and Authorities and Electricity Supply Company and shall attend to answer and be responsible for all actions and violations of any of the conditions or rules or bye‐ laws and shall observe and perform all the terms and conditions and covenants contained in this Agreement.
9.3. The Purchaser hereby agrees that in the event of any amount becoming payable by way of levy or premium to the Concerned Local Authority or to the State Government by way of or betterment charges, development charges or any other payment of a similar nature in respect of the Balance Property and/or the various premises to be constructed thereon, the same shall be reimbursed by the Purchaser/s to the Developer imm...
Covenants by the Purchaser. Covenants and Agreements of Purchaser Up to and including the Closing Date, Purchaser covenants that:
Covenants by the Purchaser. Subject to the provisions of paragraph 3.1 and paragraph 4, the Purchaser agrees that it will, in accordance with the relevant laws and procedures of the Commonwealth of the Bahamas, immediately following the execution and exchange of this Agreement make a Tender Offer in such form as is agreed with the Vendor to all other shareholders of the Company (other than DesalCo Limited) at the same price per share as paid to the Vendor hereunder with a period of acceptance being on or before February 14 2003 (or such earlier or later date as the Purchaser, may at its option, specify) on substantially the same terms as this Agreement and subject to the completion of this Agreement (the "Tender Offer").
Covenants by the Purchaser. 11.1 Conduct of Business by the Purchaser
Covenants by the Purchaser. The Purchaser covenants to the Sel ler as follows: