Covenant of Buyer. Buyer shall keep confidential (in the same manner as for its other confidential information) the Seller’s records and documents concerning the Property, if Buyer does not acquire the Property; provided, however, that (i) so long as this Agreement remains in effect Buyer may disclose such information to its advisors, consultants, representatives, investors and prospective lenders who agree to abide by the confidentiality provisions of this Agreement, (ii) Buyer and its advisors, consultants, representatives, investors and prospective lenders may disclose such information as may be required by law or court order, and (iii) if Buyer acquires the Property, Buyer shall be free to thereafter use such information and to disclose it to other parties. In the event that this Agreement terminates for any reason prior to the Closing, Buyer shall, within ten (10) business days following a request by Seller, deliver to Seller all documentation, studies, investigations and reports prepared for Buyer by third parties which relate to the condition or legal compliance (or non-compliance) of the Property, provided that in no event shall Buyer be required to provide internal analyses, any proprietary information or any materials which are subject to the attorney-client privilege. Such items shall be delivered without representation or recourse of any kind.
Covenant of Buyer. Buyer hereby covenants and agrees that it shall comply with all filing obligations, if any, under the Exchange Act, as amended, with respect to its ownership of the Shares, or the transactions contemplated hereby.
Covenant of Buyer. Buyer hereby covenants to Seller that it shall not take any action which is materially inconsistent with its obligations under this Agreement that it shall notify Seller of any litigation or administrative proceeding pending or, to Buyer's knowledge, threatened against Buyer that challenges the transactions contemplated hereby. Buyer agrees that the compliance with this covenant in all material respects shall be a condition to Seller's obligations hereunder.
Covenant of Buyer. Buyer agrees that:
Covenant of Buyer. Buyer covenants that during the Term of this Agreement Seller shall be the exclusive supplier of Thermal Energy to Buyer; provided however that this restriction shall not be deemed to apply to the purchase by Buyer of Thermal Energy which is in excess of Buyer's Maximum Thermal Energy Requirements ("Excess Thermal Energy"); provided however that Buyer shall not enter into an agreement with any Person (other than Seller) with respect to the supply of such Excess Thermal Energy without first providing Seller with written notice and the opportunity to provide Buyer with such Excess Thermal Energy pursuant to a mutually agreed upon amendment to this Agreement or other written agreement between the parties. Nothing in this Agreement shall be deemed to obligate either party to enter into such amendment or agreement. In the event that the parties fail to enter into a written agreement or amendment within six (6) months, or such lessor period reasonably consistent with the circumstances, of the date such written notice by Buyer, as such period may be extended by mutual written agreement of the parties, Buyer shall be free to enter into an agreement with a third party for the provision of such Excess Thermal Energy. In addition, as of the Service Commencement Date and for the Term of this Agreement, Buyer shall not operate its existing HVAC Plant, as defined in that certain Amended and Reciprocal Easement, Use and Operating Agreement between the Buyer and the Other Customers, to supply any of the Thermal Energy contemplated to be provided by Seller hereunder.
Covenant of Buyer. As soon as practicable after the Effective Date ----------------- and prior to the Closing Date, Buyer covenants to act as follows: Buyer will commence all reasonable action required hereunder to obtain all applicable Permits, consents, approvals and agreements of, and to give all notices and make all filings with, any third parties as may be necessary to authorize, approve or permit the full and complete consummation of the transactions contemplated hereby by the Closing Date.
Covenant of Buyer. Buyer covenants to Seller that after the date hereof, Buyer will not take any action, which will obligate Buyer to seek approval of its shareholders as a condition to completing this transaction.
Covenant of Buyer. The transactions contemplated by this Agreement do not involve, nor are they intended in any way to constitute, the sale of a "security" or "securities" within the meaning of any applicable securities laws, and none of the representations, warranties or agreements of Buyer shall create any inference that the transactions involve any "security" or "securities." Buyer acknowledges, understands and agrees that the acquisition of accounts such as these Accounts involves a high degree of risk and is suitable only for persons or entities of substantial financial means who have no need for liquidity and who can hold the Accounts indefinitely or bear the partial or entire loss of the value of the Accounts.
Covenant of Buyer. Buyer covenants and agrees that Buyer or its affiliate shall make a prompt public announcement of: (i) the Merger Agreement is terminated in accordance with its terms; or (ii) the Offer expires without Buyer having purchased any shares of Common Stock thereunder; or (iii) the consideration payable to the holders of the Common Stock in the Offer and the Merger has been increased to an amount in excess of $9.25.
Covenant of Buyer. 17 ARTICLE VI. DEFAULT ..........................................................18
