Covenants of ▇▇▇▇▇▇ Clause Samples

Covenants of ▇▇▇▇▇▇. ▇▇▇▇▇▇ hereby covenants and agrees that:

Covenants of ▇▇▇▇▇▇. ▇▇▇▇▇▇ covenants and agrees with the Company as follows: a. all of the representations and warranties set forth in Section 3 will be true and correct at the Closing Date notwithstanding any investigations or enquiries made by the Company prior to the Closing Date or the waiver of any condition by the Company; b. that the following condition precedents will be complied with or satisfied prior to Closing: i. no laws are passed prior to Closing that would adversely affect the Business or the right of the Company to the full enjoyment of the Assets or Business; ii. no adverse condition or action affecting the Business or the Assets that would materially adversely affect or reduce the value of the Business or the Assets as a whole; iii. no damage by fire, negligence, or otherwise to the Assets that materially affect the use of the Assets or the Business; and iv. no court action prohibiting the purchase of the Purchase Shares or materially prohibiting or adversely affecting any right of the Company to carry on the Business; c. at Closing ▇▇▇▇▇▇ will have performed all of his obligations under this agreement that are required to be performed at or before Closing, and will not be in breach of any of those obligations; and d. on the Closing Date ▇▇▇▇▇▇ will, or will cause IBA Green to, perform and deliver each of the matters specified in Section 12 to be performed or delivered by or on behalf of ▇▇▇▇▇▇ at Closing.

Covenants of ▇▇▇▇▇▇. ▇▇▇▇▇▇ covenants and agrees with ONB and covenants and agrees to cause its Subsidiaries to act as follows (and ONB covenants and agrees with Monroe as follows):

Covenants of ▇▇▇▇▇▇. The Borrowers covenant and agree that, so long as any Loan or Note is outstanding or any Bank has any obligations to make any Loans, ▇▇▇▇▇▇ will comply with the following:

Covenants of ▇▇▇▇▇▇. (a) Covenants Against Competition and Solicitation. ▇▇▇▇▇▇ agrees that he will not, for the Prohibited Period (as defined below), without the express written consent of Company, unless there has been a default by the Company under the Lease or the Note that has not been cured in the period of time allowed for cure in the Lease: (i) Directly or indirectly, as a proprietor, officer, employee, partner, stockholder, consultant, agent, owner or otherwise, work for, render assistance or services to or otherwise participate in any business that competes with or engages in business substantially similar to the Business anywhere within the Prohibited Territory (as defined below); (ii) Directly or indirectly, induce, hire or solicit or seek to induce, hire or solicit any person who was engaged with 3-D as an employee, agent, independent contractor or otherwise at any time within one year before the Closing Date to end his or her engagement or employment with Company; or (iii) Either for himself or for any other person, firm, corporation or entity, solicit, divert or accept, or attempt to solicit, divert or accept any persons or entities which were customers or suppliers of 3-D at any time within one year before the Closing Date. For purposes of this Agreement, the “Prohibited Territory” means anywhere within a one thousand (1000) mile radius of each of 3-D’s locations (in Massillon and Cincinnati), unless that geographic restriction is deemed to be of unreasonably broad scope, and therefore unenforceable, by a court of competent jurisdiction, in which case the next sentence shall define the Prohibited Territory. The Prohibited Territory means anywhere within a five-hundred (500) mile radius of each of 3-D’s locations (in Massillon and Cincinnati), unless that geographic restriction is deemed to be of unreasonably broad scope, and therefore unenforceable, by a court of competent jurisdiction, in which case the next sentence shall define the Prohibited Territory. The Prohibited Territory means anywhere within a two-hundred-fifty (250) mile radius of each of 3-D’s locations (in Massillon and Cincinnati).

Covenants of ▇▇▇▇▇▇. ▇▇▇▇▇▇ covenants and agrees as follows:

Covenants of ▇▇▇▇▇▇. ▇▇▇▇▇▇ covenants and agrees that between the date hereof and continuing until the Effective Time (except as expressly contemplated or permitted hereby, or to the extent that Oakwood shall otherwise consent in writing):

Covenants of ▇▇▇▇▇▇. ▇▇▇▇▇▇ covenants with and represents and warrants to MOG that: (a) it is a company duly incorporated, validly subsisting and in good standing with respect to filing of annual reports under the laws of Ghana; (b) it has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to in or contemplated by this Agreement; (c) the execution, delivery and performance of this Agreement, and the consummation of the transactions herein contemplated will not conflict with, accelerate the performance required by or result in the breach of any agreement to which it is a party or by which it is currently bound; (d) shall keep the Property and the Property Grant in good standing by doing all acts and things and making all payments which may be necessary in that regard after the signing of this Agreement and as long as this Agreement is in effect. Upon request MOG shall advise ▇▇▇▇▇▇ of such necessary actions in advance; (e) shall keep the Property free and clear of all liens and encumbrances arising from its operations hereunder (except liens contested in good faith by the ▇▇▇▇▇▇) and save MOG harmless from any and all costs, loss or damage sustained or incurred without gross negligence or bad faith by ▇▇▇▇▇▇ directly or indirectly as a result of its exercise of its powers pursuant to this Agreement; (f) upon reasonable notice to ▇▇▇▇▇▇, permit MOG, or its representatives, access to the Property at all times and to all records prepared by ▇▇▇▇▇▇ in connection with work done on or with respect to the Property; (g) furnish to MOG as soon as practical not later than Feb 28th of each year a comprehensive written report on the work carried out by ▇▇▇▇▇▇ on or with respect to the Property during the preceding year and results obtained; (h) maintain true and correct books, accounts and records of operations hereunder; and (i). shall carry out all its Mining Work in a proper fashion in accordance will all applicable laws and shall maintain a reasonable level of insurance in connection with its operations.

Covenants of ▇▇▇▇▇▇. Except as expressly permitted herein, as consented to in writing by Galileo or as set forth in Section 5.2 of the ▇▇▇▇▇▇ Disclosure Letter, from and after the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, ▇▇▇▇▇▇ shall, and shall cause each of its Subsidiaries to, act and carry on its business in the Ordinary Course of Business, pay its debts and Taxes and perform its other obligations when due (subject to good faith disputes over such debts, Taxes or obligations), comply with applicable laws, rules and regulations including Environmental Laws, and use reasonable best efforts, consistent with the Ordinary Course of Business, to maintain and preserve its and each of its Subsidiaries’ business organization, assets and properties, keep available the services of its present officers and key employees and preserve its advantageous business relationships with customers, strategic partners, suppliers, distributors and others having business dealings with it, and maintain, or cause to be maintained, in effect insurance covering the ▇▇▇▇▇▇ Vessels. Without limiting the generality of the foregoing, except as expressly permitted by this Agreement, or as set forth in Section 5.2 of the ▇▇▇▇▇▇ Disclosure Letter, from and after the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, ▇▇▇▇▇▇ shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do any of the following without the prior written consent of Galileo: (a) (A) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, securities, property or otherwise) in respect of, any of its capital stock, other than (1) quarterly dividends made in the Ordinary Course of Business at a rate and with usual record and payment dates consistent with ▇▇▇▇▇▇’▇ past practice for quarterly dividends and (2) dividends and distributions by a direct or indirectly wholly owned Subsidiary of ▇▇▇▇▇▇ to its parent; (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or any of its other securities; or (C) purchase, redeem or otherwise acquire any shares of its capital stock or any other of its securities or any rights, warrants or options to acquire any such shares or other securi...