Further Mutual Covenants. Purchaser and Sellers shall each take all actions contemplated by this Agreement, and, subject to Purchaser's and Sellers' right to terminate this Agreement pursuant to ARTICLE 13 hereof, do all things reasonably necessary to effect the consummation of the transactions contemplated by this Agreement. Except as otherwise provided in this Agreement, Purchaser and Sellers shall each refrain from knowingly taking or failing to take any action which would render any of the representations or warranties contained in ARTICLES 5 or 6 of this Agreement in any material respect inaccurate as of the Closing Date. Each Party shall promptly notify the other Party of any action, suit, or proceeding that shall be instituted or threatened against such Party to restrain, prohibit, or otherwise challenge the legality of any transaction contemplated by this Agreement.
Further Mutual Covenants. 50 10.3 Prorations............................................................... 50
Further Mutual Covenants. Purchaser and Issuer shall each take such actions contemplated by this Agreement, and, subject to Purchaser’s and Issuer’s, as applicable, right to terminate this Agreement pursuant to ARTICLE 10, do all things necessary (to the extent commercially reasonable) to effect the consummation of the transactions contemplated by this Agreement. Except as otherwise provided in this Agreement, Purchaser and Issuer shall each refrain from knowingly taking or failing to take any action which would render any of the representations or warranties contained in ARTICLE 3 or ARTICLE 4, as applicable, of this Agreement inaccurate in any material respect as of the Closing Date. Each Party shall promptly notify the other Party of any Litigation that is instituted or threatened against such Party to restrain, prohibit, or otherwise challenge the legality of any transaction contemplated by this Agreement.
Further Mutual Covenants. Purchaser and the Shareholder shall refrain from taking any action which would render any representations or warranties contained in Articles III or IV of this Agreement inaccurate as of the Closing Date and shall promptly notify the other party upon the happening of any event or taking of any action which renders any such representation or warranty inaccurate. Each party shall promptly notify the other of any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit, or otherwise challenge the legality of any transaction contemplated by this Agreement.
Further Mutual Covenants. Acquiror, the Merger Sub, DBA and the Principal Shareholders shall each refrain from taking any action which would render any representations or warranties contained in Article III of this Agreement inaccurate as of the Closing Date and shall promptly notify the other Parties upon the happening of any event or taking of any action which renders any such representation or warranty inaccurate. Each Party shall promptly notify the other Parties if he or it has discovered that any representation or warranty made by another Party under this Agreement is untrue or incorrect in any material respect. Each Party shall promptly notify the other Parties of any action, suit or proceeding that shall be instituted or Threatened against such Party to restrain, prohibit, or otherwise challenge the legality of any transaction contemplated by this Agreement.
Further Mutual Covenants. Purchaser and Seller shall each take all actions contemplated by this Agreement, and, subject to Purchaser's and Seller's right to terminate this Agreement pursuant to Article 13 hereof, do all things reasonably necessary to effect the consummation of the transactions contemplated by this Agreement; PROVIDED, HOWEVER, that nothing in this Agreement shall require the Purchaser in order to consummate the transactions contemplated hereby to sell or otherwise dispose of, license, hold separate or otherwise divest itself of any portion of the Acquired Assets. Except as otherwise provided in this Agreement, Purchaser and Seller shall each refrain from knowingly taking or failing to take any action which would render any of the representations or warranties made by such party as contained in Articles 5 or 6 of this Agreement, as applicable, in any material respect inaccurate as of the Closing Date. Each party shall promptly notify the other party of any action, suit, or proceeding that shall be instituted or threatened against such party to restrain, prohibit, or otherwise challenge the legality of any transaction contemplated by this Agreement.
Further Mutual Covenants. (a) Buyer and Seller shall refrain from taking any action which would render any representations or warranties contained in Article III of this Agreement inaccurate as of the Closing Date and shall promptly notify the other party upon (i) the happening of any event or taking of or failure to take any action which renders any such representation or warranty inaccurate or (ii) any failure of Seller or Buyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. Each party shall promptly notify the other of any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit, or otherwise challenge the legality of any transaction contemplated by this Agreement. The delivery of any notice pursuant to this Section 8.02 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice, prior to Closing Date.
Further Mutual Covenants. 47 10.3 Prorations . . . . . . . . . . . . . . . . . . . . . . 47 ARTICLE 11
Further Mutual Covenants. THC, SPMC, Colonial, SP, the Operating Companies and Jxxxx X. Xxxxx shall refrain from taking any action which would render any representations or warranties contained in Articles 2 or 3 of this Agreement inaccurate as of the Closing Date and shall promptly notify the other party upon the happening of any event or taking of any action which renders any such representation or warranty inaccurate. Each party shall promptly notify the other of any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit, or otherwise challenge the legality of any transaction contemplated by this Agreement.
Further Mutual Covenants. Purchaser and Stonepath shall refrain from taking any action which would render any representations or warranties contained in Articles III or IV of this Agreement inaccurate as of the Closing Date, except as authorized in this Agreement, and shall promptly notify the other Party upon the happening of any event or taking of any action which renders any such representation or warranty inaccurate. Each Party shall promptly notify the other Parties if it has discovered that any representation or warranty made by another Party under this Agreement is untrue or incorrect in any material respect. Each Party shall promptly notify the other of any action, suit or proceeding that shall be instituted or Threatened against such Party to restrain, prohibit, or otherwise challenge the legality of any transaction contemplated by this Agreement.
