Purchaser’s Covenants Sample Clauses
The Purchaser’s Covenants clause sets out the specific promises and obligations that the buyer agrees to fulfill as part of a transaction. These covenants may include commitments such as obtaining necessary approvals, providing required information, or refraining from certain actions that could affect the deal. By clearly outlining the purchaser’s responsibilities, this clause ensures that both parties understand what is expected from the buyer, thereby reducing the risk of misunderstandings or breaches during the course of the agreement.
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Purchaser’s Covenants. (a) [*].
(b) Purchaser shall support JPM CCC’s application to become a shipper on the Minnesota Pipeline under the MPL Local Commodity Tariff’s Rule and Regulations in order to give JPM CCC access to the MPL Tanks, as well as shipper status on the Minnesota Pipeline. Purchaser shall request of MPL that JPM CCC have the right to utilize Marathon’s historical pipeline shipping capacity on the Minnesota Pipeline and Purchaser shall provide commercially reasonable cooperation and assistance in connection with JPM CCC’s efforts to obtain such right. Purchaser shall use commercially reasonable efforts to provide JPM CCC with each pipeline system operator’s written acknowledgement of any transfer of allocated capacity or shipper history and its agreement that JPM CCC would have control over, and hold title to, the Oil to be shipped to Purchaser.
(c) Purchaser shall ensure that at all times during the Term of this Agreement that the Letter of Credit has been issued and provided to JPM CCC and that such Letter of Credit is not subject to any Letter of Credit Default.
(d) Not less than [*] Business Days prior to any change in the effective ownership and control of the Refinery by a Person other than Purchaser that does not constitute a Change of Control, Purchaser shall deliver or cause to be delivered to JPM CCC all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, with respect to such Person that owns and controls the Refinery and JPM CCC shall be reasonably satisfied by the substance of such documentation and other information.
(e) Purchaser shall not agree to amend, modify or supplement Section 6.05(l) or Section 9.02(c)(ii) of the ABL Credit Agreement or any provision of any ABL Collateral Document or any other document relating to the ABL Facility that provides that the liens of the administrative agent and/or the collateral agent, the lenders and the other secured parties thereunder on any Oil that is sold by Purchaser to JPM CCC pursuant to any Purchaser Supply Transaction or any [*] or under any other Transaction Document shall be automatically released upon any such sale and that any such sale may otherwise occur, if such amendment, modification or supplement would be materially adverse to the interests of JPM CCC.
(f) Purchaser will furnish to JPM CCC, concurrently with delivery thereof to the “Agent” under the ABL Credit ...
Purchaser’s Covenants. The Purchaser will have performed and complied with all covenants, agreements and conditions as required by this Agreement.
Purchaser’s Covenants. Purchaser covenants and agrees as follows:
Purchaser’s Covenants. The Purchaser covenants and agrees with the Company that:
a. No later than three business days following the execution of this Agreement, the Purchaser shall cause to be delivered to the Company an opinion of counsel for Purchaser dated as of the date of this Agreement in form and substance reasonably satisfactory to the Company as to the matters set forth in Section 4a, c, e and f.
b. The Purchaser agrees to take such actions and execute and deliver to the Company such documents and instruments as may be necessary to fully consummate the transactions and agreements of the Purchaser as contemplated by this Agreement.
c. During the period commencing with the execution of this Agreement and terminating on the payment in full of the exercise price as contemplated in Section 1 (the "Option Term"), the Purchaser agrees not to enter into any agreement for the sale or disposition of all or substantially all of the Purchaser's assets (in one or more transactions), or a merger, consolidation or other business combination involving all or substantially all of the Purchaser's assets, unless the Purchaser provide the Company with the express, written agreement by the Purchaser or other successor(s) to assume the Purchaser's obligations and covenants hereunder and, after giving effect to any such sale, disposition, merger, consolidation or other business combination, the Purchaser or other successor(s) shall meet the requirements of Section 4 hereof.
Purchaser’s Covenants. THE PURCHASERS DO AND EACH OF THEM DOTH HEREBY COVENANT WITH THE VENDORS AND THE BUILDER as follows:
Purchaser’s Covenants. Purchaser shall have performed in all material respects all covenants and obligations required to be performed by Purchaser on or before the Closing Date.
Purchaser’s Covenants. The Purchaser agrees with the Vendor as follows: ACCEPTANCE OF PLAN OF SUBDIVISION:
(a) To forthwith upon request do all acts and execute and deliver all documents, both before and after closing, as may be required by the Vendor or the relevant municipality (the "Municipality") in connection with and the acceptance of the plan of subdivision wherein the Property is situate as a whole by the Municipality.
(b) The Purchaser will not before closing, mortgage, sell, deal with or in any way encumber the Property, directly or indirectly, that he will not permit any lien, execution or conditional sales agreement to be registered or filed and that he will not obstruct or alter the premises.
Purchaser’s Covenants. Purchaser agrees that between the date hereof and the Closing:
Purchaser’s Covenants. The Purchaser covenants and agrees:
Purchaser’s Covenants. The Purchaser covenants to each Vendor as follows and acknowledges that each Vendor is relying on these covenants in connection with the sale by that Vendor or its Vendor’s Shares that the Purchaser will:
(a) within the required time, file with any Governmental Authority, any documents, reports and information, in the required form, required to be filed by Applicable Laws in connection with the Transaction, together with any applicable filing fees and other materials;
(b) use its commercially reasonable efforts to maintain its status as a “reporting issuer” in, not in default of any requirement of the Applicable Laws of, the Provinces of British Columbia, Alberta and Ontario, in each case until the date that is two years following the Closing Date, other than in circumstances where the Purchaser completes a reverse take-over, merger, amalgamation, arrangement, take-over bid, insider bid, reorganization, joint venture, sale of all or substantially all assets, exchange of assets or similar transaction whereby the Purchaser completes a business combination with another public corporation;
(c) not take any action which would reasonably be expected to result in the delisting or suspension of the Purchaser Shares on or from the Exchange or any securities exchange, market or trading or quotation facility on which the Purchaser Shares are then listed or quoted, and the Purchaser shall comply with the Applicable Laws thereof for a period of two years following the Closing Date, provided that this covenant shall not prevent the Purchaser from completing any transaction which would result in the Purchaser ceasing to be listed so long as the holders of Purchaser Shares receive securities of an entity which is listed on a stock exchange in Canada or the holders of the Purchaser Shares have approved the transaction; and
(d) for a period of two years following the Closing Date (other than in circumstances where the Purchaser completes a reverse take-over, merger, amalgamation, arrangement, take-over bid, insider bid, reorganization, joint venture, sale of all or substantially all assets, exchange of assets or similar transaction whereby the Purchaser completes a business combination with another public corporation), use its commercially reasonable efforts to remain a corporation validly subsisting under the Applicable Laws of its jurisdiction of incorporation, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the c...