Company’s Covenants Clause Samples

Company’s Covenants. A. In addition to the covenants specified in the respective Subscription Agreement / Letter of Intent the Company declares, represents and covenants as follows:- (i) The Specifically Mortgaged Premises herein before expressed to be granted, conveyed, assigned, transferred and assured are absolute property of the Company and are free from any other Mortgage, charge or encumbrance and are not subject to any lis pendens, attachment, or other process issued by any court or other authority; (ii) That notwithstanding anything done or executed by the Company or omitted to be done or executed or knowingly suffered to the contrary the Company now has power to act, convey, transfer assure and assign unto the Trustees the Specifically Mortgaged Premises; (iii) That it shall be lawful for the Trustees upon entering into or taking possession under the provisions herein contained of all or any of the Mortgaged Premises henceforth to hold and enjoy the same and to receive the rents and profits thereof without any interruption or disturbance by the Company or any other person or persons claiming by, through, under or in trust for Company and that freed and discharged from or otherwise by the Company sufficiently indemnified against all encumbrances and demands whatsoever; (iv) That the Company shall execute all such deeds, documents and assurances and do all such acts and things as the Trustees may reasonably require for exercising the rights under these presents and the Bonds or for effectuating and completing the security intended to be hereby created and shall from time to time and at all times after the security hereby constituted shall become enforceable execute and do all such deeds, documents, assurances, acts, and things as the Trustees may require for facilitating realisation of the Mortgaged Premises and for exercising all the powers, authorities and discretion thereby offered on the Trustees or any Receiver and in particular the Company shall execute all transfers, conveyances, assignments and assurances of the Mortgaged Premises whether to the Trustees or to their nominees which the Trustees may think expedient and shall perform or cause to be performed all acts and things requisite or desirable for the purpose of giving effect to the exercise of any of the said powers, authorities and discretion’s and further shall for such purposes or any of them make or consent to such application to any Government or local authority as the Trustees may require for the cons...

Company’s Covenants. The Company agrees that it will: (a) refrain from taking any action, or from permitting any action, with regard to which the Company may exercise control, to be taken, that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds; (b) indemnify the Issuer, its members, directors, officers and employees and the Underwriter, its officers, directors, officials, employees and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act (collectively, "Indemnified Parties") against claims asserted against them in connection with the offering and sale of the Bonds (i) on the ground that the Preliminary Official Statement or the Official Statement (except for the information relating to the Issuer under the caption "THE AUTHORITY") contains an alleged untrue statement of material fact or an alleged omission to state any material fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, or (ii) arising by virtue of the failure to register the Bonds under the 1933 Act, or to qualify the Indenture under the 1939 Act; (c) indemnity and hold harmless the Issuer and its counsel and each person if any who controls (within the meaning of Section 20 of the Securities Exchange Act of 1934 or Section 15 of the Securities Act of 1933, as amended) the Issuer from and against all losses, claims, damages, liabilities and expenses, joint or several, to which the authority, such officer, agent, employee or controlling person may become subject, under federal laws or regulations, or otherwise, insofar as such losses, claims, damages, regulations, or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon: (i) a breach of the Company?s representations included in this Agreement; (ii) any untrue statement or alleged untrue statement of any material fact pertaining to the Capital Projects or the Company set forth in the Official Statement, or any amendment or supplement thereto, or the Preliminary Official Statement , or (iii) the willful or negligent omission or alleged omission to state in the Official Statement or the Preliminary Official Statement a material fact required to be stated therein or necessary to make the statements therein pertaining to the Company or the Capital Projects not misleading. (d) refrain from knowingly taking any action...

Company’s Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been performed, complied with in all material respects, or waived in writing by the Subscriber.

Company’s Covenants. In order to induce Executive to remain within the System, Company agrees, under the conditions described herein, to pay Executive the payments and benefits described herein upon the circumstances described in Sections 3, 4 and 6 below. This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between Executive and Company, Executive shall not have any right to be retained in the employ of any System Company.

Company’s Covenants. The Company shall not cause any funds or assets of the Subsidiary to be paid or transferred to the Company, nor shall the Company cause the Subsidiary to issue any capital stock of any class or series or any options, warrants or rights to acquire capital stock of the Subsidiary whether for additional consideration or on conversion.

Company’s Covenants. The Company (subject to the rights of FGI under the Permitted Encumbrance) covenants with and undertakes to the Subscriber as follows: 6.1 in accordance with the terms of the Permitted Encumbrance the Company shall take all steps required by contract and law to satisfy its indebtedness to FGI secured by the Permitted Encumbrance no later than 31 January 2009 and to secure the discharge of the registered charges no later than 28 February 2009. 6.2 to register the Debenture with the Registrar of Companies for England and Wales no later than 21 days after the date of execution of this Debenture. 6.3 upon discharge of the Permitted Encumbrance the Company shall take all steps required under the laws of England and Wales to ensure that the Subscriber has a first ranking security interest in the Charged Property. 6.4 if required by the Subscriber to forthwith deposit with the Subscriber all or any documents, deeds, or other papers whatsoever relating to the Charged Property as the Subscriber may require; 6.5 to make timely payment of all lawful amounts in respect of the Charged Property when due including all rents, periodic charges and outgoings of any nature. 6.6 to keep all of the Charged Property in a good state of repair and in proper and good working order and condition and to permit the Subscriber and such other persons as the Subscriber may from time to time appoint for the purpose to enter and view the Charged Property’s state and condition on reasonable notice; 6.7 to insure and keep insured all of the Charged Property which are of an insurable nature against loss or damage by fire and all other usual risks as the Subscriber may require in the full amount of their reinstatement value in such name and in such offices as the Subscriber shall approve in terms not permitting the insurers to cancel the policy of insurance without giving at least 14 days’ notice to the Company and to pay when due all premiums and any other charges necessary for effecting and maintaining such insurance and, if requested by the Subscriber, to have the interest of the Subscriber noted on any policy or policies and if required to deliver to the Subscriber such policy or policies and the receipt for every premium payable in respect of such policy or policies; 6.8 to hold all money received on any insurance whatsoever in respect of loss, damage or destruction of the Charged Property whether under the covenant in paragraph 6.7 or otherwise on trust for the Subscriber to be applied ...

Company’s Covenants. In order to induce the Executive to remain in the employ of the Company or a subsidiary of the Company, the Company agrees, under the conditions described herein, to pay the Executive the Severance Payment set forth in Section 4. No Severance Payment shall be payable under this Agreement, unless during the term of this Agreement there shall have been a termination of the Executive’s employment with the Company or a subsidiary of the Company following a Change in Control under Section 4 hereof. This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company or a subsidiary of the Company, the Executive shall not have any right to be retained in the employ of the Company or a subsidiary of the Company.

Company’s Covenants. 7.1 The Company will cause the Prospectuses to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectuses to the Regulatory Authorities and will use its best efforts to have the Prospectuses accepted by the Regulatory Authorities and have the Commissions issue receipts for the Preliminary Prospectus and the Final Prospectus. The Company shall fulfill all legal requirements required to be fulfilled by the Company in connection therewith, in each case in form and substance satisfactory to the Agent as evidenced by the Agent’s execution of the certificates attached thereto. 7.2 Prior to the completion of the Offering, the Company shall allow the Agent to review the Offering Documents and conduct all due diligence which the Agent may reasonably require in order to fulfill their statutory obligations as Agent and in order to enable them to execute, acting prudently and responsibly, the certificates required to be executed by the Agent in such documents, including, without limitation, all corporate and operating records, documentation with respect to financial information (including budgets), copies of the financial statements to be included in the Prospectuses and access to key officers of the Company. 7.3 The Company will provide the Agent with commercial copies of the Prospectuses and Supplementary Material, to be delivered to the Agent without charge, in such quantities as the Agent may reasonably request, as soon as possible after the filing of the Preliminary Prospectus, Final Prospectus or Supplementary Material, as the case may be, but in any event on or before noon (Vancouver time) on the second Business Day after obtaining the receipt therefor (provided the Agent have provided notice of the quantity and delivery instructions of the Preliminary Prospectus, Final Prospectus, or Supplementary Material to be printed prior to filing of such document), as applicable, and such delivery will constitute the Company’s consent to the Agent’s use of such documents in connection with the Offering. 7.4 The Company will file with the Exchange all required documents and pay all required filing fees, and do all things required by the rules and policies of the Exchange, in order to obtain prior to the Closing Date the requisite acceptance or approval of the Exchange for (i) the Offering; (ii) the conditional listing of the Shares on the Exchange, subject only to standard listing conditions, which the Company agrees to fully satisfy i...

Company’s Covenants. The Company makes the following covenants to the Underwriters, and acknowledges that each of them is relying on such covenants in purchasing the Offered Units. (a) As soon as possible after the execution and delivery of this Agreement by the parties hereto, the Company shall file under Canadian Securities Laws the Preliminary Prospectus and other documents relating to the proposed distribution of the Offered Securities in the Qualifying Jurisdictions, and the Company shall use its commercially reasonable efforts to obtain the Preliminary Receipt from the BCSC (as principal regulator) and each of the other Canadian Securities Commissions pursuant to the Passport System dated the date hereof. (b) The Company shall use its commercially reasonable efforts to satisfy all comments with respect to the Preliminary Prospectus as soon as possible after receipt of such comments. The Company shall prepare and file under the Canadian Securities Laws the Final Prospectus and other documents relating to the proposed distribution of the Offered Securities in the Qualifying Jurisdictions, and the Company shall use its commercially reasonable efforts to obtain the Final Receipt from the BCSC (as principal regulator) and each of the other Canadian Securities Commissions pursuant to the Passport System dated on or before March 21, 2022. (c) Until the earlier of the date on which the distribution of the Offered Units is completed or this Agreement is terminated, the Company will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Securities Laws to continue to qualify the distribution of the Offered Units and the Compensation Options or, in the event that the Offered Units, Compensation Options or any of them, have, for any reason, ceased to so qualify, to so qualify again such securities, as applicable, for distribution.