Covenants and Further Assurances. (a) Debtor agrees that from time to time, at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that Lender may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, Debtor will, subject to the priority rights, if any, of the holders of the Senior Liens: (i) xxxx conspicuously each document included in the Collateral and each of its records pertaining to the Collateral, with a legend, in form and substance satisfactory to Lender, indicating that such document or Collateral is subject to the security interest granted hereby; (ii) transfer, register or otherwise put any of the Collateral in the name of Lender or its nominee; and (iii) execute and file such Financing Statements, and such other instruments or notices, as may be necessary or desirable, or as Lender may request, in order to perfect and preserve the security interest granted or purported to be granted hereby.
Covenants and Further Assurances. The Pledgor:
Covenants and Further Assurances. The Developer shall, at its sole cost and expense, provide the City with an independent legal opinion confirming marketable title and confirming that this Agreement is consistent with documents referenced in this section (the “Legal Opinion”). Subject to the receipt of the Legal Opinion, Developer and the City hereby acknowledge that certain Covenant recorded in Official Records Book 6450, at Page 729, as affected by that certain Covenant recorded in Official Records Book 6890, at Page 26, as further affected by that certain Vacation of Covenant recorded in Official Records Book 8783, at Page 944, as further affected by that certain Covenant recorded in Official Records Book 8898, at Page 440, as further affected by that certain Xxxxxxxx recorded in Official Records Book 9345, at Page 773, as further affected by that certain Corrective Vacation of Covenant recorded in Official Records Book 9455, at Page 783, each of the foregoing being recorded amongst the Public Records of Broward County, Florida (collectively, the "Consolidated Covenant"). City hereby agrees to review and consider a Resolution authorizing the City to join in and consent to the amendment and restatement of the Consolidated Covenant to substitute the legal descriptions attached thereto with the legal description set forth in Exhibit C to the Consolidated, Amended and Restated Covenant, a copy of which is attached hereto and made a part hereof as Exhibit "F-1", in order to reconfigure a portion of the existing golf course to permit the Proposed Development of the Property and to restrict the Golf Course Parcel for use as a golf course with related amenities and operations which uses may include, but shall not be limited to, a clubhouse, pro shop, locker room, fitness facility, swimming pools, cabanas, liquor, beer and wine bar facilities, dining room facilities, parking, tennis courts, putting greens, golf driving ranges/aqua range (no netting permitted) and all other incidental uses thereto upon that portion of the Property. City further acknowledges that the Property is subject to various easements in favor of the City and Tamarac Utilities, Inc., which easement are incorporated herein by reference. City agrees to review and consider any application by Developer to vacate or relocate the easements, at Developer's sole cost and expense, if the existing easements impede the Proposed Development of the Property including, but not limited to, amending the legal descriptions of the easement ar...
Covenants and Further Assurances. (a) Seller and OTC hereby covenant and agree to have Price Waterhouse LLP, their independent auditors, prepare audited financial statements (the "Audited Financial Statements"), including the Closing Balance Sheet for Seller and ODM on a consolidated basis for the two year period ending February 28, 1998. Seller shall cause the Audited Financial Statements to be completed in accordance with Generally Accepted Accounting Principles and delivered to Purchaser on or before May 15, 1998. Purchaser agrees to share the additional costs and expenses incurred by Seller to obtain the Audited Financial Statements over and above the costs and expenses incurred to prepare the audited financial statements of OTC, Seller, ODM and their affiliates on a consolidated basis. Purchaser shall provide to Seller's independent auditors reasonable cooperation and all necessary information and assistance to permit Seller to prepare such Closing Balance Sheet.
Covenants and Further Assurances. Until the Obligations are paid in full and the Indenture has terminated:
Covenants and Further Assurances. Until the Obligations are paid in full and the Credit Agreement has terminated:
Covenants and Further Assurances. 24.1.1 The Parties undertake to each other, and shall procure that the Company undertakes, to execute and perform all such deeds, documents, assurances, acts and things, to cooperate in obtaining all regulatory approvals and to exercises their voting rights in the General Meeting and the other corporate bodies of the Company and all powers and rights available to them, including, without limitation, the convening of all meetings and the giving of all waivers and consents and passing all resolutions reasonably required to ensure that the Parties and the members of the other corporate bodies and, so far as any obligations are expressed to be imposed upon it, the Company:
Covenants and Further Assurances. 7.1 Seller hereby covenants and agrees that, after the date hereof and except as expressly set forth in this Agreement, Seller shall not sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in the Seller’s Shares, or place or allow to be placed any Encumbrance on the Seller’s Shares, or otherwise take any action (or fail to take any action) that would prevent or hinder the sale of the Seller’s Shares to Purchaser as contemplated hereunder.
Covenants and Further Assurances. (a) Pledgor shall defend the Collateral against any and all claims or demands of any and all persons claiming the Collateral, and all Liens thereon (other than Liens in favor of Pledgee), which are allegedly superior to that of Pledgee hereunder. Pledgor agrees that, at any time and from time to time, Pledgor will promptly execute and deliver all further instruments and documents and take all further action that may be reasonably necessary or desirable, or that Pledgee may reasonably request, in order to perfect and protect the assignment and security interest granted or purported to be granted hereby or to enable Pledgee to exercise and enforce its rights and remedies hereunder with respect to any Collateral.
Covenants and Further Assurances. With respect to each transactions contemplated by the Local Purchase Agreements and this Agreement, the closing shall occur on the Closing Date with an effective time of 6:00 p.m. local Ohio, USA time for the Local Purchase Agreement involving Shore to Shore, Inc. and, for all other Local Purchase Agreement, the corresponding local time for such Seller Local Entity (i.e. for a Hong Kong Seller Local Entity, the effective time would be 6:00 am on the day after the Closing Date) (“Effective Time”), regardless of the actual time of Closing. Following the Closing Date, Purchasers and Owners will fully cooperate with each other and their respective counsel and accountants in connection with all steps reasonably necessary to be taken as part of their respective obligations under this Agreement and each applicable Local Purchase Agreement. Owners shall provide, or shall cause its Affiliates who have provided the Services (defined below) to the Global Business within the most recent twelve months (“Service Providers”) to provide to one or more Purchasers, as applicable, for a period up to twenty-four months following the Closing Date the Services, as requested by the Companies from time to time on comparable terms and conditions. Owners and Service Providers agree to assist in customer relationship management, information systems support and administration (including website, email and other communication technology), intellectual property support, human resource management support, transfer of financial documentation, banking accounts and services and other books and records; payroll processing for up to two payroll periods; and other similar transition services (collectively, the “Services”). Each Service shall be provided in exchange for the consideration paid herein for the Global Business. The Service Providers and the Purchasers shall cooperate with each other in all reasonable respects in matters relating to the provision and receipt of the Services. The Service Providers shall be required to provide the Services of substantially the same nature and quality and with the same standard of care with which such Services were provided to the Global Business, consistent with past practice. The Purchasers will cease using all Services under this Agreement as soon as reasonably practicable following the Closing Date.
