ASSIGNEE COVENANTS Sample Clauses

ASSIGNEE COVENANTS. (a) Assignee shall use commercially reasonable best efforts to obtain firm commitments of capital in the aggregate amount of no less than $400,000.00 within thirty (30) days of the execution of this Assignment Agreement (the “Milestone Date”), as evidenced by commitment letters or other evidence reasonably satisfactory to Assignor. If Assignee shall not provide such commitments to Assignor by the Milestone Date, Assignor shall have the option to terminate its obligations under this Assignment Agreement upon written notice of termination to Assignee (“Early Termination”). (b) The business and operations of the Company shall be conducted in the usual and ordinary course of business in accordance with good business practices between the date of this Assignment Agreement and the earlier of the Closing Date and the date of earlier termination of this Assignment Agreement in accordance with its terms.

ASSIGNEE COVENANTS. Assignee covenants and agrees with Assignor/Purchaser that, as of and from the Effective Date: (a) It will pay the additional deposits (if any) and the cash balance of the Purchase Price at the times and in the manner set forth in the Agreement, and observe and perform the covenants and other obligations contained in the Agreement on the part of the Assignor/Purchaser to be observed and performed, and it will indemnify and save harmless Assignor/Purchaser from all actions, suits, costs, losses, charges, demands and expenses for and in respect of any such non-payment, non-observance or non- performance; and (b) It will at all times be bound by all of Assignor/Purchaser’s covenants, warranties, representations, obligations, and liabilities set forth in (or arising under) the Agreement, including without limitation, the obligation to pay the additional deposits (if any) and the cash balance of the Purchase Price at the times and in the manner set forth in the Agreement, and that it will indemnify and save harmless Vendor from all actions, suits, costs, losses, charges, demands and expenses for and in respect of any such non-payment or non-observance or non-performance. Assignee further covenants and agrees with Vendor that, by its signature herein, Assignee has received a copy of the Agreement and any amendments thereto, together with all notices given by Vendor to Assignor/Purchaser pursuant to the Agreement and all documents and agreements supplementary to the Agreement, and Assignee covenants and agrees with Vendor that it shall be bound by the same as of the Effective Date.

ASSIGNEE COVENANTS. Assignee hereby covenants and agrees that until such time as Assignor is fully released from any and all liability under the Lease pursuant to the terms of the Consent, Assignee shall (a) immediately provide Assignor with a copy of any notices of default or breach under the Lease, or any notices relating to the Surviving Obligation (as defined in the Consent) received from Landlord or any other party, (b) immediately reimburse Assignor upon demand for any amounts paid by Assignor for the Surviving Rent Obligation, together with a five percent (5%) administrative charge and interest thereon (at the rate of interest payable under the Lease for any unpaid rent) until such amount is paid in full to Assignor, (c) promptly notify Assignor in writing of any default or breach under the Lease or any event which may, with notice or the passage of time or both, may constitute a default or breach under the Lease of which Assignee has knowledge, (d) not amend or modify the Lease in any manner which may increase Assignor’s liabilities or obligations under the Lease or the Consent, (e) fully and timely perform all of Assignee’s obligations under the Lease, as amended from time to time, and (f) until the Tenant Release Date (as defined in the Consent), not assign or otherwise Transfer any of Assignee’s rights or obligations under the Lease, the Consent or this Agreement. Assignee’s obligations hereunder shall survive the expiration or earlier termination of the Lease.

ASSIGNEE COVENANTS. ‌ Assignee covenants that throughout the Assignment Period: (a) Assignee shall Notify Assignor in writing within one Business Day after any Event of Default under the PPA has occurred. (b) Assignee shall provide Assignor with a copy of every notice sent or received by Assignee under the PPA within one Business Day of sending or receiving such notices. (c) Assignee shall not propose any amendment to the PPA, consent to any Seller-requested amendment to the PPA, or grant any waiver of the rights or obligations of the parties under the PPA, without first obtaining Assignor’s written consent to such amendment or waiver. (d) Assignee shall not terminate the PPA, or provide a Seller with a notice of termination under the PPA, without prior written consent of Assignor. (e) Assignee shall not assign the PPA to any Person without Assignor’s prior written consent. (f) Assignee shall not accept or agree to Seller’s request for any change or modifications to the Project without Assignor’s prior written consent. (g) Assignee shall make the representations and warranties of the Buyer set forth in the PPA to the Seller as of the Transfer Date.

ASSIGNEE COVENANTS. The Assignee, to the extent of the 48.00% Participating Interest assigned to it under this Deed, assumes and covenants with each of the Assignor and the Other Party to perform, with effect from the Effective Date, the liabilities, obligations, responsibilities and duties of the holder of a Participating Interest under the Joint Operating Agreement as if the Assignee were originally a party thereof and the Assignor s obligations under the Farmout Agreement including without limitation all liability to pay costs and expenses under an AFE issued prior to the Effective Date, where such costs and expenses relate to expenditure to be incurred on and from the Effective Date.

ASSIGNEE COVENANTS. Additional Parking The Assignee covenants that in the event the Council is successful in obtaining planning permission for the Additional Parking (subject to clause 6.2 of this Deed) within six months of the Development Start Date, the Assignee will construct the Additional Parking on behalf of the Council in accordance with the permission granted in respect of the same. PROVIDED THAT on expiry of this period if permission is not granted for the Additional parking this covenant will no longer apply Play Area In the event the Council provides an alternative design and specification for the Play Area (New Play Area Design), the Assignee covenants with the Council to install the play equipment in accordance with the New Play Area Design subject to the following; the Assignee shall not be required to contribute more than the Play Area Contribution to the New Play Area Design; and the Council provides the Assignee with the New Play Area Design within six months of the Development Start Date. PROVIDED THAT on expiry of this period if no New Play Area Design is provided to the Assignee this covenant will no longer apply and the timing for delivery of the Play area is not affected by the revised scheme; and the Assignee will deliver the Play Area in accordance with the Wickstead’s Quotation The Council covenant with Assignees to provide all reasonable assistance to the Assignee to achieve the discharge of planning conditions in the Planning Permission; and on handover of the pavilion (to be constructed as part of the Development) the Council will be responsible for any future maintenance of Council’s land pursuant to any maintained agreements in place from time to time including but not limited to those required under the Planning Permission. The Council may serve written notice on the Assignee between legal completion and commencement of work for the Development on site for the of its intention to submit a planning application for an Additional Parking PROVIDED THAT the Council Covenants with the Assignee that: the spaces are in a location to be agreed by Assignee acting reasonably; the application must be determined within a three-month period from the Assignee commencing work on site for the Development , if this date is note achieved then the original layout as per the Planning permission will be delivered The Council’s application must not affect or alter the position of the village hall/pavillion or the setting out of the roads and sewers for the Development...

ASSIGNEE COVENANTS. Notwithstanding that the prior express written consent of Landlord to any of the aforesaid transactions may have been obtained, the following shall apply: (a) In the event of an assignment, contemporaneously with the granting of Landlord’s consent, Tenant shall (i) cause the assignee to expressly assume in writing and agree to perform all of the obligations of Tenant hereunder, and such assignee shall be jointly and severally liable therefor along with Tenant; and (ii) cause such assignee to grant to Landlord an express first and prior Landlord’s lien and security interest (and execute one or more Uniform Commercial Code Financing Statements) in assignee’s goods, wares, equipment, fixtures, furniture, merchandise, improvements and other personal property in the manner set forth in Article 9.03 hereof. (b) A signed counterpart of all instruments relative thereto (executed by all parties to such transaction with the exception of Landlord) shall be submitted by Tenant to Landlord prior to or contemporaneously with the request for Landlord’s consent thereto (it being understood that no such instrument shall be effective without the written consent of Landlord). (c) Tenant shall subordinate to Landlord’s statutory lien and Landlord’s aforesaid contractual lien and security interest, any liens or other rights which Tenant may claim with respect to any fixtures, equipment, goods, wares, merchandise, furniture, improvements, or other personal property owned by the proposed assignee, subTenant, or other party intending to occupy the Property. (d) Tenant agrees to reimburse Landlord for all attorneys’ fees and administrative expenses incurred in connection with the review, processing or preparation of any documentation associated with the assignment, subletting or other transfer of this lease or Tenant’s interest in the Property, whether or not Landlord’s consent to such transfer is required or obtained.