Certain Covenants of Seller Pending Closing. Between the date of this Agreement and the Closing Date:
Certain Covenants of Seller Pending Closing. From the date hereof until Closing,
Certain Covenants of Seller Pending Closing. Seller covenants with Purchaser that from and after the date hereof through the Closing Date (except as consented to or approved by Purchaser in writing):
Certain Covenants of Seller Pending Closing. Between the date of this ------------------------------------------- Agreement and the Closing Date:
Certain Covenants of Seller Pending Closing. In addition to the other covenants, representations and warranties of Seller set forth elsewhere in this Agreement, Seller covenants and agrees that during the term of this Agreement Seller will not, without the prior written consent of Purchaser: (a) plat, restrict or encumber, or permit to be platted, restricted or encumbered, any portion of the Property; (b) change or consent to or acquiesce in a change of the land use, zoning, taxing jurisdictions or other regulations to which the Property is subject, (c) grant any licenses, easements or other uses affecting any portion of the Property except the rights granted in the Xxxxxx Xxxxxx Agreement; (d) permit any mechanic's or materialmen's liens to attach to any portion of the Property; (e) place or permit to be placed on, or remove or permit to be removed from, the Property any buildings, structures, or improvements of any kind owned by Seller, if any, or any soil, trees or other vegetation of any material nature or kind except as may be allowed by the Xxxxxx Xxxxxx Agreement; (f) excavate or permit the excavation or grading of the Property except as may be allowed by the Xxxxxx Xxxxxx Agreement; (g) cause or authorize the contamination of the Property or any part thereof with Hazardous Substances or Solid Waste as herein defined, or allow any dumping on or filling of the Property in any manner; (h) assign, transfer, convey or relinquish any utility or drainage rights or capacities relating to the Property; (i) assign, sell, transfer, encumber or alienate any part of the Property to any third party; (j) amend, terminate (except allowing expiration by its terms) or modify the Industrial District Agreement, the PHA Agreement, the Xxxxxx Xxxxxx Agreement, or any of the Permitted Encumbrances; (k) fail to comply in any material respect with its obligations, if any, under any Permitted Encumbrances or the Industrial District Agreement, the PHA Agreement, the Xxxxxx Xxxxxx Agreement, or any financing secured by a lien on the Property, or (1) dissolve, or alter or amend. its organizational documents in any manner that would interfere with Seller's ability to perform any of its obligations under this Agreement. Furthermore, Seller represents and warrants to Purchaser that, between the date of Purchaser's execution of this Agreement and the Effective Date hereof (i) Seller has not done any of the foregoing that would have been prohibited had this Agreement been in effect since that date, and (ii) neither Seller or ...
Certain Covenants of Seller Pending Closing. 25 5.1. Conduct of Business...................................................25 5.2. Information and Access................................................27
Certain Covenants of Seller Pending Closing. (a) Seller has given Buyer, its attorneys and other representatives, subject to the confidentiality provisions of the Agreement dated May 8, 2002 heretofore executed by Seller and Buyer (“Confidentiality Agreement”) and subject to any restrictions on access to the Assets imposed by agreements by which Seller is bound, access at all reasonable times to: (i) the Assets and (ii) Seller’s records and files, to the extent located at Seller’s offices, relating to the Assets (which records and files include those relating to title, division orders, xxxxx, production, accounting, marketing, equipment inventories, and production, severance and ad valorem taxes). Notwithstanding the foregoing, Buyer acknowledges that Seller is not obligated to provide Buyer with access to any files or records that Seller considers proprietary or confidential to it or that it cannot legally provide to Buyer without, in Seller’s opinion, breaching or risking a breach of confidentiality agreements. Further, Seller has made all such files and records available to Buyer (whether pursuant to this Section or otherwise) as an accommodation, and without representation, warranty, or covenant, express or implied, statutory or otherwise, as to the accuracy and completeness of such materials.
Certain Covenants of Seller Pending Closing. From the Effective Date hereof until Closing:
Certain Covenants of Seller Pending Closing. 16 Section 6.1. Access to Files 16 Section 6.2. Conduct of Operations 17 Section 6.3. Restrictions on Certain Actions 17 Section 6.4. Payment of Expenses 17 Section 6.5. Preferential Rights and Third Party Consents 18 Section 6.6. No-Shop Provision 18 ARTICLE VII ADDITIONAL PRE-CLOSING AND POST-CLOSING AGREEMENTS OF BOTH PARTIES 19 Section 7.1. Reasonable Best Efforts 19 Section 7.2. Notice of Litigation 19 Section 7.3. Notification of Certain Matters 19 Section 7.4. Fees and Expenses 20 Section 7.5. Public Announcements 20 Section 7.6. Acquisition of Royalty Interest or Royalty Trust Units 20 Section 7.7. Casualty Loss Prior to Closing 20 Section 7.8. Governmental Bonds 21 Section 7.9. Assumed Obligations 21 Section 7.10. Books and Records 21 Section 7.11. Suspended Funds 21 Section 7.12. Letters-in-Lieu 22 Section 7.13. Logos and Names 22 Section 7.14. Transition Services Agreement 22 Section 7.17. Further Assurances 23 ARTICLE VIII DUE DILIGENCE EXAMINATION 23 Section 8.1. Title Due Diligence Examination 23 Section 8.2. Environmental Due Diligence Examination 27 Section 8.3. Adjustments to Purchase Price for Defects 29 Section 8.4. Buyer Indemnification 29
Certain Covenants of Seller Pending Closing. (a)Seller will give Buyer and its attorneys and other representatives access at all reasonable times to the Assets and, at Seller’s office, to Seller’s records pertaining to the ownership and/or operation of the Assets. Seller shall not be obligated to provide Buyer with access to any records or data which Seller considers to be proprietary or confidential to it or which Seller cannot legally provide to Buyer without, in its opinion, breaching, or risking a breach of, confidentiality agreements with other parties. Buyer recognizes and agrees that all materials made available to it (whether pursuant to this Section or otherwise) in connection with the transaction contemplated hereby are made available to it as an accommodation, and without representation or warranty of any kind as to the accuracy and completeness of such materials. Buyer waives and releases all claims against Seller, its parent or subsidiary companies or other affiliates, and its and their directors, officers, employees and agents, for injury to, or death of, persons or for damage to property arising in any way from the conduct of the investigations and examinations contemplated by this Section or the conduct of its employees, agents, or contractors in connection with such investigations and examinations (or the exercise of such rights of access). BUYER SHALL RELEASE, INDEMNIFY, DEFEND, AND HOLD HARMLESS SELLER, AND ITS PARENT OR SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, CONTRACTORS, AND AGENTS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE “Seller Group”), FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES (INCLUDING, WITHOUT l:214051.37 LIMITATION, COURT COSTS AND ATTORNEYS’ FEES), OR LIENS OR ENCUMBRANCES FOR LABOR OR MATERIALS ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH ACCESS, EXAMINATIONS, OR INSPECTIONS. THE FOREGOING RELEASE AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE NEGLIGENCE, OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SELLER OR ANY OTHER INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY.
