Covenants of the Vendor Clause Samples
The "Covenants of the Vendor" clause sets out the specific promises and obligations that the seller (vendor) agrees to fulfill as part of a contract, typically in a sale of goods or property. These covenants may include assurances regarding the vendor's authority to sell, the condition or title of the goods or property, and compliance with applicable laws or regulations. For example, the vendor might promise that the property is free from encumbrances or that all necessary permits have been obtained. The core function of this clause is to provide the buyer with legal assurances and recourse if the vendor fails to meet these obligations, thereby allocating risk and ensuring the integrity of the transaction.
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Covenants of the Vendor. 6.1 The Vendor hereby covenants that, at the Time of Closing, the Vendor will:
(a) furnish the Purchaser with a certificate of the Vendor stating that the representations and warranties of the Vendor contained in this agreement are true at the Time of Closing, as though then made, and that the covenants of the Vendor to be complied with at or prior to the Time of Closing have been complied with, provided that the receipt of such evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in this agreement;
(b) cause all necessary steps and proceedings to be taken so that the Purchased Shares may be properly transferred to the Purchaser at the Time of Closing; and in that regard, deliver to the Purchaser at the Time of Closing certificates representing all of the Purchased Shares, such certificates being duly endorsed for transfer to the Purchaser, and cause transfers of all the Purchased Shares to be duly and regularly recorded in the name of the Purchaser or as it may in writing direct;
(c) cause all of the directors and officers of the Corporation as are specified by the Purchaser to resign in favour of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 6.1(d) shall be approved at the Time of Closing;
(d) deliver and cause to be delivered by all of the directors and officers of the Corporation and by the Vendor, as shareholder of the Corporation, a complete release, with effect from the Time of Closing, of all claims against the Corporation of any and all matters whatsoever; and
(e) deliver and cause to be delivered to the Purchaser the corporate seal, minute books, share certificates, share certificate books, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements of or pertaining or relating to the Corporation and its Business, property and assets.
6.2 The Vendor hereby covenants that, subsequent to the Date of Closing, the Vendor will:
(a) at the request and expense of the Purchaser, execute and deliver such additional conveyances, transfers and other assurances as may be required to carry out the intent of this agreement and to transfer the Purchased Shares to the Purchaser;
Covenants of the Vendor. The Vendor covenants and agrees that it shall, from and after the date of this Agreement to the Closing Date:
(a) notwithstanding any other provisions of this Section 4.1, not enter into any agreement, contract or lease relating to the Property;
(b) observe and perform all of its obligations under the Permitted Encumbrances and diligently enforce all of its rights and remedies under the Permitted Encumbrances;
(c) take or cause to be taken all proper steps and actions and corporate proceedings to enable the Vendor to vest a good and marketable title to the Property in the Purchaser free and clear of all liens, encumbrances, defects in title, equities or claims of every nature and kind except for Permitted Encumbrances and to enable the Vendor to carry out the sale of the Property and to execute and deliver this Agreement as valid and binding obligations of the Vendor; and
(d) forthwith advise the Purchaser in writing upon the Vendor becoming aware that any representation or warranty of the Vendor set out in section 7.1 is inaccurate or incomplete in any material respect.
Covenants of the Vendor. (1) The Vendor, immediately after the Closing Date at the Purchaser’s expense and written direction, will file all necessary notices with all relevant Governmental Authorities evidencing the sale of the Purchased Assets to the Purchaser.
Covenants of the Vendor. 5.1 Conduct of the Vendor’s Business – Between the date of this Agreement and the Effective Date, except as agreed to in writing by the Purchaser, the Vendor will conduct its business diligently and only in the ordinary course and will use its best efforts to preserve the Vendor’s Assets intact, to keep available to the Purchaser the Vendor's present employees and to preserve for the Purchaser the Vendor’s relationship with its members and others having business relations with it.
Covenants of the Vendor. In order to fully apprise the Purchaser of the status of the Retail Store Permit, the Vendor hereby authorizes and directs all municipal, provincial, federal and other authorities having jurisdiction over the Retail Store Permit to provide the Purchaser with such information, certificates, clearances and statements relating thereto or to the Vendor as the Purchaser may in writing request, including, without limitation, the statutory liens or potential statutory liens affecting the Retail Store Permit, all at the expense of the requesting party. Without limiting the generality of the foregoing, the Vendor agrees to execute within two (2) Business Days of request being made any specific authorizations that may be required to permit the Purchaser to obtain such information, certificates, clearances and statements from such authorities having jurisdiction.
Covenants of the Vendor. 3.1 The Vendor covenants and agrees that it will, from the execution of this Agreement until the Closing Date, in respect of the Purchased Shares:
(a) not permit the transfer, assignment, sale, encumbrance, hypothecation of the Purchased Shares;
(b) not take or permit to be taken or suffer any action which would in any way impair or derogate from the right of the Purchaser to acquire on the Closing Date all right, title and interest, both real and beneficial, in and to the Purchased Shares, free and clear of all liens, changes and encumbrances whatsoever; and
(c) execute all stock Powers of Attorney, undertakings and any and all other documents which may be required in order to transfer the Purchased Shares to the Purchaser on the Closing Date, and will comply with all requirements of all applicable regulatory authorities which may be reasonably necessary to obtain the approvals of such regulatory authorities to the transfer of the Purchased Shares to the Purchaser.
Covenants of the Vendor. 7.1 The Vendor hereby covenants that, during the Interim Period, the Vendor will, and will cause the Corporation to:
(a) carry on the Business in the ordinary course and use its best efforts to preserve the assets, the Business and the clients, customers and suppliers connected therewith;
(b) give the Purchaser, the Purchaser's Solicitors and the Purchaser's representatives full access during normal business hours to the properties, books, contracts, commitments and records of the Corporation;
(c) furnish the Purchaser with all information concerning the affairs of the Corporation as the Purchaser may reasonably request;
(d) do all things and cause all things to be done to ensure that all of the representations and warranties of the Vendor contained in this agreement remain true and correct throughout the Interim Period as if such representations and warranties were continuously made throughout such period;
(e) not enter into any contracts, commitments or transactions pertaining to the Business, or incur any indebtedness, obligations or liability or make any payment in respect thereof, except in the ordinary course of business;
(f) not incur any capital expenditures, or acquire or agree to acquire additional assets, or enter into any forward commitments for inventories, supplies or services (whether or not there are any contracts in writing with respect thereto), except in the ordinary course of business;
(g) not increase the wages or salaries or any other form of remuneration, direct or indirect, of any of the employees, officers or directors of the Corporation;
(h) not sell, agree to sell or otherwise dispose of any of the assets of the Corporation except in the ordinary course of business;
(i) pay, satisfy and discharge its obligations and liabilities in the ordinary course of business;
(j) obtain all necessary consents and approvals to the transaction herein contemplated required pursuant to the terms of any leases, contracts or rights of the Corporation or to which it is a party or to which any of the property or assets may be subject to or bound;
(k) not declare, pay or authorize dividends or other distributions on any shares of the Corporation or purchase or redeem any shares of the Corporation;
(l) not amend the Articles (as defined in the Business Corporations Act (Ontario)) of the Corporation, amalgamate or merge with any other corporation, or issue any securities (as defined in the Business Corporations Act (Ontario)) or redeem or purchase any i...
Covenants of the Vendor. The Vendor covenants and agrees with the Purchaser that:
Covenants of the Vendor. Between the date of this Agreement and the Closing Date, The Vendor covenants and agrees that The Vendor:
Covenants of the Vendor. (1) The Vendor shall ensure that the representations and warranties of the Vendor set out in Section 3.01 over which the Vendor has reasonable control are true and correct at the Time of Closing and that the conditions of closing for the benefit of both Parties or Anooraq set out in Section 5.02(1) over which the Vendor has reasonable control have been performed or complied with by the Time of Closing.
(2) The Vendor shall promptly notify Anooraq in writing of any breach of this Agreement, the Grandfather Shareholders Documents or the Pelawan Trust Deed of which it is aware which has or may reasonably be expected to result in the Vendor or Anooraq ceasing to qualify as an HDP.
(3) The Vendor shall permit Anooraq, through its agents and representatives, to make such reasonable investigation prior to the Time of Closing of the assets of Micawber and the Vendor and of each of their financial and legal condition as Anooraq considers necessary or advisable to familiarize itself with such assets and other matters and the Vendor shall supply any and all documents and records of Micawber and the Vendor to Anooraq and its agents and representatives as they may reasonably require. The Vendor shall also permit the inspection of the assets of Micawber and the Vendor prior to the Time of Closing by such federal, provincial or municipal authorities as Anooraq may require. Such investigations and inspections shall not, however, affect or mitigate the Vendor’s covenants, representations and warranties hereunder which shall continue in full force and effect.
(4) The Vendor shall employ its reasonable endeavours to procure prior to March 31, 2004:
(a) the amendment of the Grandfather Shareholders Documents and the memorandum and articles of association of the Vendor to the reasonable satisfaction of Anooraq;
(b) the submission of draft applications to the DME for the amendment, reissue or novation, as appropriate, of all relevant leases, permits, title documents, agreements and constating documents to reflect that Anooraq or one of its Affiliates shall replace the Vendor from the Time of Closing as the participant in the Ga-Phasha Project and such amendment, reissue or novation taking place;
(c) the grant to Micawber by the DME of a mineral lease in respect of the farms referred to in paragraph 1 of Schedule B;
(d) the issue by the DME of a mining authorization in accordance with Section 9 of the Minerals Act, 1991 (South Africa), or the equivalent right, licence or interes...