Buyer’s Covenant. 8.1 The Buyer hereby covenants to pay to the Seller an amount equal to any liability to Tax which the Seller may incur as a result of a failure after Completion by the Company or the Buyer to discharge any liability to Tax that was primarily assessable on the Company.
Buyer’s Covenant. Xxxxx further hereby covenants and agrees with Seller to work with and cooperate in good faith with Seller with respect to all of Seller’s obligations and rights hereunder.
Buyer’s Covenant. Buyer hereby covenants (which covenant shall bind Buyer’s successors and assigns with respect to the Land) not to develop on the Land, and not to Seek to develop on the Land, any improvements of any kind that will fail to conform to the Acquired Rights, except as may be expressly provided otherwise in this Agreement. Notwithstanding the foregoing, Buyer may Seek additional parking rights with respect to the Land, so long as the Acquired Parking Rights plus all additional parking rights secured by Buyer with respect to the Land do not result in Buyer having the right to develop more than an aggregate of 1.4 parking spaces for each one thousand (1,000) square feet of gross floor area. Buyer hereby expressly acknowledges that (i) the South Design for Development establishes a minimum and maximum of 1.0 parking spaces for each one thousand (1,000) square feet of gross floor area for all Commercial Industrial uses other than Life Science Uses, and (ii) Seller is making no representation or warranty, express or implied, as to the right, power, or authority of any Governmental Authority to approve or grant, or the right or ability of any person or entity to obtain, more than an aggregate of 1.0 parking spaces for each one thousand (1,000) square feet of gross floor area for any Commercial Industrial use other than Life Science Uses. In addition, nothing in this Agreement shall be deemed, construed, or interpreted to prevent Buyer from applying to the Acquired Square Footage any definition regarding floor area set forth in the South Design for Development. In the event Buyer (or any successor or assign with respect to the Land) breaches or violates the covenant contained in this Paragraph 7.1.1, Seller may pursue all remedies available to Seller, at law or in equity, including, but not limited to, an action in equity or otherwise for specific performance of the foregoing covenant or an injunction against any breach or violation of such covenant. Buyer hereby agrees that the covenant contained in this Paragraph 7.1.1 is unique to Buyer and that any breach thereof could cause irreparable harm to Seller. Accordingly, Buyer agrees that an injunction is a proper and fair remedy for such a breach.
Buyer’s Covenant. The Buyers covenant to pay to the Sellers, no later than 3 (three) Business Days before the last date on which the relevant Sellers would be required to pay the relevant amount to a Tax Authority without incurring a liability to interest, penalties or a fine, an amount equal to any Tax assessed on the Sellers (or any of them) as a result of the Company failing to pay any amount of or in respect of Tax after Completion.
Buyer’s Covenant. 10.1 The Buyer covenants with the Seller to pay to the Seller by way of additional payment of purchase price for the Sale Shares an amount equal to any Actual Taxation Liability of the Seller or of any company which is under the control of the Seller at any time after Completion (and any costs and expenses incurred by the Seller or the company in relation to such Actual Taxation Liability or in making any claim under this paragraph 10.1), where such Actual Taxation Liability arises as a result of the failure by the Company to discharge after Completion an Actual Taxation Liability for which the Company is primarily liable and which is not within the Tax Covenant.
Buyer’s Covenant. 13.1 The Buyer shall pay to the Warranting Sellers an amount equal to any tax liability relating to any of the following events occurring or deemed to occur after Completion:
Buyer’s Covenant. The Buyer covenants with the Seller to pay to the Seller an amount equal to any Actual Taxation Liability of the Seller or of any company which is under the control of the Seller at any time after Completion (and any reasonable costs and expenses properly incurred by the Seller or that company in relation to such Actual Taxation Liability or in making any claim under this paragraph 10.1), where such Actual Taxation Liability:
Buyer’s Covenant. 13.1 The Buyer undertakes to each Warrantor to pay to the Warrantor an amount equal to any liability of the Warrantor as a result of the Buyer’s failure after Completion to procure payment by the Company of Tax payable by it (together with any reasonable costs and expenses properly incurred by the Warrantor in question in connection with such Tax).
Buyer’s Covenant. Until the Buyer has converted all of the principal and any accrued interest outstanding under the Convertible Debenture, the Buyer agrees that it shall not hold a short position in the Common Stock.
