Common use of Standstill Provisions Clause in Contracts

Standstill Provisions. In consideration of the Purchaser's within agreement to purchase the Property and to enter into the terms and conditions of this Agreement, the Vendors hereby undertakes for themselves, and for each of the Vendors' respective agents and advisors, that they will not until the earlier of the Closing Date or the termination of this Agreement approach or consider any other potential purchasers, or make, invite, entertain or accept any offer or proposal for the proposed sale of any mineral property interests comprising the Property or, for that matter, disclose any of the terms of this Agreement, without the Purchaser's prior written consent. In this regard the Vendors hereby acknowledge that the foregoing restrictions are important to the business of the Purchaser and that a breach by the Vendors of any of the covenants herein contained would result in irreparable harm and significant damage to the Purchaser that would not be adequately compensated for by monetary award. Accordingly, the Vendors hereby agree that, in the event of any such breach, in addition to being entitled as a matter of right to apply to a Court of competent equitable jurisdiction for relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance with the provisions hereof, the Vendors will also be liable to the Purchaser, as liquidated damages, for an amount equal to the amount received and earned by any such Party as a result of and with respect to any such breach. The Vendors also acknowledge and agree that if any of the aforesaid restrictions, activities, obligations or periods are considered by a Court of competent jurisdiction as being unreasonable, they agree that said Court shall have authority to limit such restrictions, activities or periods as the Court deems proper in the circumstances.

Appears in 2 contracts

Samples: Mineral Property Acquisition Agreement (Silica Resources Corp), Mineral Property Acquisition Agreement (Zoro Mining Corp.)

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Standstill Provisions. In consideration of the Purchaser's within agreement to purchase the Property and to enter into the terms and conditions of this Agreement, the Vendors Vendor hereby undertakes for themselvesitself, and for each of the Vendors' Vendor's respective agents and advisors, that they will not until the earlier of the Closing Date or the termination of this Agreement approach or consider any other potential purchasers, or make, invite, entertain or accept any offer or proposal for the proposed sale of any mineral property interests comprising the Property or, for that matter, disclose any of the terms of this Agreement, without the Purchaser's prior written consent. In this regard the Vendors Vendor hereby acknowledge that the foregoing restrictions are important to the business of the Purchaser and that a breach by the Vendors Vendor of any of the covenants herein contained would result in irreparable harm and significant damage to the Purchaser that would not be adequately compensated for by monetary award. Accordingly, the Vendors Vendor hereby agree that, in the event of any such breach, in addition to being entitled as a matter of right to apply to a Court of competent equitable jurisdiction for relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance with the provisions hereof, the Vendors Vendor will also be liable to the Purchaser, as liquidated damages, for an amount equal to the amount received and earned by any such Party as a result of and with respect to any such breach. The Vendors Vendor also acknowledge and agree that if any of the aforesaid restrictions, activities, obligations or periods are considered by a Court of competent jurisdiction as being unreasonable, they agree that said Court shall have authority to limit such restrictions, activities or periods as the Court deems proper in the circumstances.

Appears in 2 contracts

Samples: Mineral Property Acquisition Agreement (Douglas Lake Minerals Inc.), Mineral Property Acquisition Agreement (Douglas Lake Minerals Inc.)

Standstill Provisions. In consideration of the Purchaser's Optionee’s within agreement to purchase the Property Assets and to enter into the terms and conditions of this Agreement, the Vendors Optionors hereby undertakes for themselves, and for each of the Vendors' Optionors’ respective agents and advisors, that they will not until the earlier of the Closing Date or the termination of this Agreement approach or consider any other potential purchasers, or make, invite, entertain or accept any offer or proposal for the proposed sale of any mineral property interests comprising the Property Assets or, for that matter, disclose any of the terms of this Agreement, without the Purchaser's Optionee’s prior written consent. In this regard the Vendors Optionors hereby acknowledge that the foregoing restrictions are important to the business of the Purchaser Optionee and that a breach by the Vendors Optionors of any of the covenants herein contained would result in irreparable harm and significant damage to the Purchaser Optionee that would not be adequately compensated for by monetary award. Accordingly, the Vendors Optionors hereby agree that, in the event of any such breach, in addition to being entitled as a matter of right to apply to a Court of competent equitable jurisdiction for relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance with the provisions hereof, the Vendors Optionors will also be liable to the PurchaserOptionee, as liquidated damages, for an amount equal to the amount received and earned by any such Party as a result of and with respect to any such breach. The Vendors Optionors also acknowledge and agree that if any of the aforesaid restrictions, activities, obligations or periods are considered by a Court of competent jurisdiction as being unreasonable, they agree that said Court shall have authority to limit such restrictions, activities or periods as the Court deems proper in the circumstances.

Appears in 2 contracts

Samples: Mineral Assets Option Agreement (Zoro Mining Corp.), Mineral Assets Option Agreement (Zoro Mining Corp.)

Standstill Provisions. In consideration of the Purchaser's Parties' within agreement to purchase and sell the Property Purchased Shares and to enter into the terms and conditions of this Agreement, each of the Vendors Parties hereby undertakes undertake for themselves, and for each of the Vendors' their respective agents and advisors, that they will not until the earlier of the Closing Date (as hereinafter determined) or the termination of this Agreement approach or consider any other potential purchasers, or make, invite, entertain or accept any offer or proposal for the proposed sale of any mineral property interest in and to any of the Purchased Shares or the assets or the respective business interests comprising of the Property Company or the Purchaser, as the case may, or, for that matter, disclose any of the terms of this Agreement, - Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. - without the Purchaser's Parties' prior written consent. In this regard each of the Vendors Parties hereby acknowledge acknowledges that the foregoing restrictions are important to the business respective businesses of the Purchaser Parties and that a breach by either of the Vendors Parties of any of the covenants herein contained would result in irreparable harm and significant damage to the Purchaser each affected Party that would not be adequately compensated for by monetary award. Accordingly, the Vendors Parties hereby agree that, in the event of any such breach, in addition to being entitled as a matter of right to apply to a Court of competent equitable jurisdiction for relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance with the provisions hereof, the Vendors any such Party will also be liable to the Purchaserother Parties, as liquidated damages, for an amount equal to the amount received and earned by any such Party as a result of and with respect to any such breach. The Vendors Parties hereby also acknowledge and agree that if any of the aforesaid restrictions, activities, obligations or periods are considered by a Court of competent jurisdiction as being unreasonable, they agree that said Court shall have authority to limit such restrictions, activities or periods as the Court deems proper in the circumstances.

Appears in 1 contract

Samples: Share Exchange Agreement (Lexington Resources Inc)

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Standstill Provisions. In consideration of the Purchaser's ’s within agreement to purchase the Property and to enter into the terms and conditions of this Agreement, the Vendors hereby undertakes for themselves, and for each of the Vendors' respective agents and advisors, that they will not until the earlier of the Closing Date or the termination of this Agreement approach or consider any other potential purchasers, or make, invite, entertain or accept any offer or proposal for the proposed sale of any mineral property interests comprising the Property or, for that matter, disclose any of the terms of this Agreement, without the Purchaser's ’s prior written consent. In this regard the Vendors hereby acknowledge that the foregoing restrictions are important to the business of the Purchaser and that a breach by the Vendors of any of the covenants herein contained would result in irreparable harm and significant damage to the Purchaser that would not be adequately compensated for by monetary award. Accordingly, the Vendors hereby agree that, in the event of any such breach, in addition to being entitled as a matter of right to apply to a Court of competent equitable jurisdiction for relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance with the provisions hereof, the Vendors will also be liable to the Purchaser, as liquidated damages, for an amount equal to the amount received and earned by any such Party as a result of and with respect to any such breach. The Vendors also acknowledge and agree that if any of the aforesaid restrictions, activities, obligations or periods are considered by a Court of competent jurisdiction as being unreasonable, they agree that said Court shall have authority to limit such restrictions, activities or periods as the Court deems proper in the circumstances.

Appears in 1 contract

Samples: Mineral Property Acquisition Agreement (Brock Paul Douglas)

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