COVENANTS OF LESSEE Sample Clauses
The "Covenants of Lessee" clause sets out the specific promises and obligations that the lessee must fulfill during the term of a lease agreement. These covenants typically include requirements such as timely payment of rent, proper maintenance of the leased property, compliance with applicable laws, and restrictions on unauthorized alterations or subleasing. By clearly outlining the lessee's duties, this clause helps ensure the property is used responsibly and protects the lessor's interests by providing grounds for enforcement if the lessee fails to comply.
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COVENANTS OF LESSEE. (a) Lessee agrees that title to each item of Equipment shall remain with the Lessor at all times and the Lessee shall have no right, title or interest therein except as expressly set forth in each Lease. Lessee agrees that it will keep the Equipment free and clear from all claims, liens, and encumbrances (except in favor of the Lessor) and will not assign, sublet, or grant a security interest in the Equipment or in any Lease without Lessor's prior written consent. As additional security for the performance of Lessee's obligations hereunder and under each Lease, Lessee hereby grants to Lessor a first priority security interest in its interest in the Equipment and any proceeds thereof. Lessee irrevocably appoints Lessor (acting directly or through any agent) its attorney-in-fact to execute such UCC financing Statements as Lessor shall deem necessary or expedient to perfect or protect such security interest, and Lessee agrees to execute and deliver, at Lessee's expense, such other or additional documents or instruments as Lessor shall reasonably deem necessary or expedient to perfect or protect such security interest. Lessee shall notify Lessor in writing, with full particulars, within 10 days after it learns of the attachment of any lien to any Equipment and of the Equipment's location. Steelcase Financial Services Inc. a Steelcase Company -------------------------------------------------------------------------------- ▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(b) LESSEE COVENANTS AND AGREES THAT THE EQUIPMENT WILL NOT BE USED FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, AND WILL BE USED SOLELY FOR COMMERCIAL OR BUSINESS PURPOSES.
(c) Lessee shall not relocate any unit of Equipment from the Equipment Location set forth in the applicable Equipment Schedule without the prior written approval of Lessor (which shall not be unreasonably withheld). Lessee agrees to notify Lessor immediately in writing of any change in Lessee's corporate or business name or in the location of its chief executive office.
(d) Upon reasonable written notice to Lessee, Lessor may inspect the Equipment during normal business hours. At Lessor's request, Lessee will attach identifying labels to each unit of Equipment in a location reasonably suitable for such labels and in a form approved by Lessor showing Lessor's ownership interest therein.
(e) Lessor may assign this Agreement and/or any Lease. Lessee waives and agrees not to assert against any assignee any defense, set off, recoupment, claim or counterclaim ...
COVENANTS OF LESSEE. Lessee hereby covenants and agrees with Lessor as follows:
COVENANTS OF LESSEE. 14.1 Lessee hereby covenants with Lessor that from the Delivery Date and during the Term and until redelivery of the Aircraft to Lessor in accordance with Article 16 it will:
(a) remain in and continue to operate as a Certificated Air Carrier holding a valid certificate of convenience and necessity issued pursuant to the Federal Aviation Act and, except as permitted in Section 14.1(p) hereof, preserve its corporate existence;
(b) comply with all Laws and regulations for the time being in force in the State of Incorporation, the State of Registration and in any country to, from, in or over which the Aircraft is flown, the failure with which to comply is likely to have a material adverse effect on Lessee, provided, however, that such failure shall have no adverse effect on the Aircraft or the interests of Lessor, Head Lessor or Indenture Trustee therein or the Insurance required to be maintained pursuant to Article 11;
(c) (i) at its own expense from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be required by Law (in the United States but not in any jurisdiction outside the United States unless directly required due to Lessee's operation), and (ii) at Lessor's expense (insofar as not covered in Article 8.2(a)) from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be reasonably requested by Lessor to establish, maintain and protect the respective rights and remedies of Lessor, Head Lessor and Indenture Trustee and to carry out and give effect to the intents and purposes of this Lease and the Head Lease;
(d) notify Lessor immediately of any Default;
(e) obtain and maintain all necessary government and other certificates, consents, licenses, permits and authorizations and take all action which may be necessary for the continued due performance of Lessee's obligations under this Lease and for the use and operation of the Aircraft;
(f) not do or permit to be done any act or thing which might impair the respective interests of Lessor, Head Lessor and Indenture Trustee in the Aircraft, or the registration of the Aircraft;
(g) notify Lessor as soon as practicable after becoming aware of any loss, theft, damage or destruction of or to the Aircraft or any part thereof if the potential cost of repair or replacement is likely to exceed $250,000.00 (Dollars Two Hundred Fifty Thousand);
(h) not do anything which is likely to subje...
COVENANTS OF LESSEE. Lessee covenants and agrees, at its own cost and expense, with Owner Participant, Loan Participants, Owner Trustee and Mortgagee as follows:
COVENANTS OF LESSEE. Lessee covenants and agrees as follows:
(a) Lessee shall furnish Lessor (as to itself and its subsidiaries)
(i) within one hundred fifty (150) days after the end of each fiscal year of Lessee, a balance sheet of Lessee as at the end of such year, and the related statements of income and retained earnings and cash flows of Lessee for such fiscal year, prepared in accordance with GAAP, all in reasonable detail and audited by independent certified public accountants of recognized standing selected by Lessee; (ii) within thirty (30) days after the end of each quarter of Lessee’s fiscal year a balance sheet of Lessee as at the end of such quarter, and the related statement of income and retained earnings and cash flows of Lessee for such quarter, prepared in accordance with GAAP (subject to the absence of footnotes and year-end adjustments); (iii) as soon as available, but no later than forty-five (45) days after completion, any 409A valuation report prepared by or at the direction of Lessee, (iv) within thirty (30) days after the end of each month of Lessee’s fiscal year, monthly financial information of Lessee, consisting of a balance sheet of Lessee as at the end of such month, and the related statement of income and retained earnings and cash flows of Lessee, (v) other financial information and reports which are provided by Lessee to its board of directors, at the same time that such information is so provided to Lessee’s board of directors; (vi) Tabula Rasa’s capitalization table promptly after the end of each fiscal year of Tabula Rasa, and promptly after any New Issuance (as defined in the Co-Investment Agreement), (vii) with regard to the each Senior Facility, copies of the borrowing base certificates and compliance certificates furnished to the Senior Lender, within thirty (30) days of the closing of each month, (viii) promptly upon receipt, statements of accounts from Lessee’s primary banking institutions and investment accounts managers; and (ix) such other financial information, operating reports and budgets as Lessor may reasonably require. Lessee shall furnish the information described in this Section 11(a) until Lessee has paid in full all amounts due to Lessor hereunder. Lessee may discharge its obligations under clauses (i) and (ii) of this Section 11(a) by furnishing to Lessor within ten (10) days after the date on which they are filed, all regular periodic reports, forms and other filings required to be made by Lessee and including its financ...
COVENANTS OF LESSEE. As of the Commencement Date for each Property Schedule executed and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor as follows:
(a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder.
(b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent Lessee should merge with another entity under the laws of the State, Lessee agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunder.
(c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2.
(d) During the Lease Term for the Property Schedule, the Property thereunder will perform and will be used by Lessee only for the purpose of performing essential governmental uses and public functions within the permissible scope of Lessee's authority.
(e) Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor.
(f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the ...
COVENANTS OF LESSEE. LESSEE represents, warrants, covenants and agrees, in addition to all other representations, warranties and covenants set forth in this Lease, that:
COVENANTS OF LESSEE. As of the Commencement Date for each Property ▇▇▇▇▇▇▇▇ executed and delivered hereunder, ▇▇▇▇▇▇ shall be deemed to represent, covenant and warrant for the benefit of Lessor as follows:
(a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder.
(b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent Lessee should merge with another entity under the laws of the State, ▇▇▇▇▇▇ agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned ▇▇▇▇▇▇'s rights and shall assume ▇▇▇▇▇▇'s obligations hereunder.
(c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2.
(d) During the Lease Term for the Property Schedule, the Property thereunder will perform and will be used by ▇▇▇▇▇▇ only for the purpose of performing essential governmental uses and public functions within the permissible scope of ▇▇▇▇▇▇'s authority.
(e) Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor.
(f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the ...
COVENANTS OF LESSEE. 23.01 To induce Lessor to execute this Lease, and in consideration thereof, Lessee covenants and agrees as follows:
(a) Lessee agrees to give to Lessor prompt written notice of any accident, fire or damage occurring in, on or to the Premises.
(b) Lessee agrees that all loading and unloading of goods shall be done only in the areas and through such entrances as may be designated for such purposes by Lessor.
(c) Lessee agrees to keep the outside areas immediately adjoining the Premises clear and not to burn, place or permit any rubbish, obstruction or merchandise in such areas.
(d) Lessee shall install, maintain and keep current, at its expense, all fire extinguishers and other safety equipment as shall be required by applicable law, ordinance, regulation, or fire and extended coverage insurance underwriting compliance.
(e) Lessee shall not use or operate any machinery that, in Lessor’s opinion, is harmful to the Premises or disturbing to others; nor shall Lessee use any loud speakers, televisions, radios, or other devices in a manner so as to disturb persons outside of the Premises; nor display merchandise on the exterior of the Premises either for sale or for promotional purposes, without obtaining the prior written consent of Lessor.
(f) Lessee shall not conduct any auction, fire, bankruptcy, selling-out, or going-out-of-business sale on or about the Premises.
(g) Lessee shall notify Lessor of the death of any surety or guarantor, if any, of this Lease on or before the date of the first publication of the Notice of Administration of the estate of the deceased surety or guarantor.
(h) Lessee shall not commit or suffer to be committed any waste upon the Premises or any nuisance or other act or thing which may disturb the quiet enjoyment of any person outside the boundaries of the Premises.
(i) Lessee agrees all mechanical apparatus shall be kept free from vibrations and noise which may be transmitted beyond the Premises.
(j) Lessee shall not do or suffer to be done any act, manner or thing objectionable to the fire insurance companies whereby the fire insurance or any other insurance now in force or hereafter to be placed on the Premises or any part thereof, shall become void or suspended. Upon the breach of this covenant, in addition to all other remedies of Lessor and not as a limitation thereof, Lessee agrees to pay to Lessor as additional rent any and all increase or increases of premiums on insurance carried by Lessor on the Premises.
(k) Lessee acknow...
COVENANTS OF LESSEE. Lessee agrees that its obligations under this Lease and any Schedule hereto, including without limitation, the obligation to pay rental, are irrevocable and absolute, shall not ▇▇▇▇▇ for any reason whatsoever (including any claims against Lessor), and shall continue in full force and effect regardless of any inability of Lessee to use the Equipment or any part thereof for any reason whatsoever including, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇, ▇▇▇ of God, storms, governmental regulations, strike or other labor troubles, loss, damage, destruction, disrepair, obsolescence, failure of or delay in delivery of the Equipment, or failure of the Equipment to properly operate for any cause. In the event of any alleged claim (including a claim which would otherwise be in the nature of a set-off) against Lessor, Lessee shall fully perform and pay its obligations hereunder (including the payment of all rents, without set-off or defense of XXX) and its only exclusive recourse against Lessor shall be by a separate action. Lessee agrees to furnish promptly to Lessor the annual financial statements of Lessee (and of any guarantors of Lessee's performance under this Lease and any Schedule hereto), prepared in accordance with generally accepted accounting principles and such interim financial statements of Lessee as Lessor may reasonably require during the entire term of this Lease and any Schedule hereto. Either independent certified public accountants or the Lessee's chief financial officer as requested by Lessor shall certify all such annual financial statements. Lessee, if requested by Lessor prior to the initial purchase by Lessor of Equipment for lease hereunder, shall provide at Lessee's expense an opinion of its counsel acceptable to Lessor affirming the covenants, representations and warranties of Lessee under this Lease and any Schedule hereto. So long as there are amounts due Lessor under this Lease, Lessee shall supply Lessor with such other financial and operating performance data as is provided to its outside investors or commercial lenders and, if applicable, required to be provided to shareholders by the Security and Exchange Commission, and Lessee shall immediately notify Lessor of any material adverse change in its financial condition or business prospects.