General Covenants Clause Samples

General Covenants. Each Party covenants that throughout the Delivery Term: (i) it shall continue to be duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; (ii) it shall maintain (or obtain from time to time as required, including through renewal, as applicable) all regulatory authorizations necessary for it to legally perform its obligations under this Agreement and the Transaction; and (iii) it shall perform its obligations under this Agreement and the Transaction in a manner that does not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Law, rule, regulation, order or the like applicable to it.

General Covenants. The Corporation represents, warrants and covenants with the Warrant Agent that so long as any Warrant remains outstanding: (a) the Corporation is duly authorized to create and issue both the Series I Warrants and the Series II Warrants and that the Series I Warrant Certificates and the Series II Warrant Certificates, when issued and countersigned as herein provided, will be valid and enforceable against the Corporation; (b) the Corporation will at all times maintain its corporate existence and keep or cause to be kept proper books of account in accordance with generally accepted accounting practice; (c) the Corporation will reserve for the purpose and keep available sufficient unissued Common Shares to enable it to satisfy its obligations on the exercise of the both the Series I Warrants and the Series II Warrants; (d) the Corporation will cause the Common Shares issued pursuant to the exercise of the Warrants, and the certificates representing such Common Shares, to be duly issued and delivered in accordance with the terms hereof; (e) all Common Shares that are issued or created on exercise of the Warrants will be fully paid and non-assessable; (f) the Corporation will not take any action or omit to take any action that would reasonably be expected to have the effect of preventing the Warrantholders from exercising any of the Warrants or receiving any of the Common Shares upon such exercise provided that the Corporation is not precluded from taking any action or omitting to take any action that may effect whether an Exercise Date occurs; (g) the Corporation will perform and carry out all acts and things to be done by it as provided in this Series I and Series II Warrant Indenture and, subject to Section 4.6, will not take any action that might reasonably be expected to deprive the Warrantholders of their rights to acquire Common Shares upon the exercise of the Warrants provided that the Corporation is not precluded from taking any action or omitting to take any action that may effect whether an Exercise Date occurs; (h) subject to Section 4.6, the Corporation will make all requisite filings in connection with the exercise of the Warrants and issuance of the Common Shares; and (i) the Corporation will use reasonable best efforts to maintain its status as a reporting issuer (or the equivalent) not in default in each of the Qualifying Jurisdictions providing for such a regime and will use reasonable best efforts to maintain the listing of the Common Shares a...

General Covenants. A. Subject to the rules and regulations governing multiple use and development of sub-surface resources, the lessee shall have the right to enter upon, occupy and enjoy such surface areas of the described tract as are necessary for mining and the construction of all buildings and other surface improvements incidental to the work contemplated by this lease. The lessee shall fully protect the rights of any agricultural and grazing leases which have heretofore or may hereafter be granted by erecting cattle guards or gates and keeping closed gates in all fences in which openings are or may be made, and for protection of stock grazing thereon to fence or close all holes, pits, shafts, tunnels, or open cuts in which injury might be sustained, and shall not contaminate any living water upon the land so as to make it injurious to livestock. Should the lessee or any person holding from, by or under the lessee, in any operation on said premises under this lease, destroy or injure any crop, building or other improvements of any tenant, lessee, purchaser or other person holding under the State, the lessee agrees to fully indemnify all such injured parties in such sum or sums as may be mutually agreed upon by the respective parties, or as may be fixed by appraisers appointed by each party. If agreement is impossible the Board of Land Commissioners may fix the amount of such indemnity after inspection and Hearing. Mining operations shall not be conducted nearer than two hundred (200) feet from any productive oil or gas well without consent of the oil and gas lessee or operator. Lessee shall not disturb any existing road or roads now on said lands nor roads leading to or from any mine or well or well location without first providing adequate and suitable roads in lieu thereof. Lessee shall fully indemnify any other sub-surface lessee for any injury or damages resulting from negligent or unauthorized operations hereunder. B. Relinquishment and Surrender or Forfeiture of this lease shall be in conformance to Section 17 (Relinquishment or Surrender) of the Rules and Regulations Governing the Leasing of Sub-surface Resources adopted by the Board of Land Commissioners and the State Lands and Investment Board, effective March 1, 1982. C. As to mine and personnel safety, all mining operations on these premises shall be subject to the supervision of any official or agency of the State of Wyoming having jurisdiction under the laws of such State. D. During the proper hours and at ...

General Covenants. (a) Each Broker-Dealer, as recordkeeper for the Depository Institutions, will maintain the applicable Master Accounts in accordance with the definition of “savings deposit” in 12 C.F.R. Section 204.2(d)(2), and interpretations of the Federal Reserve thereunder, including the transfer and withdrawal restrictions contained therein. (b) Each Broker-Dealer will prepare and file, on a timely basis and in the manner prescribed by the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and applicable regulations thereunder, all information returns that may be required by such Broker-Dealer in whatever capacity with respect to its respective Master Accounts (with the customary copies thereof for state and local taxing authorities) and will furnish a copy of all information returns and notifications prescribed by the Internal Revenue Code and applicable regulations thereunder with respect to any Customer holding a Money Market Deposit Account at the Depository Institution(s) to the Customer; provided, however, that in the event such Broker-Dealer does not have available to it the information required to complete such information return and such information is available to the Depository Institution(s), such Broker-Dealer shall request such information from the Depository Institution(s) and upon receipt of such information in a timely manner, such Broker-Dealer shall prepare and file such return in an timely manner. Each Broker-Dealer will cause to be obtained and retained in its files any necessary exemption certificates from its respective Customers with respect to the filing of any information return and the withholding of taxes. (c) Each Broker-Dealer will withhold in a timely and proper manner any and all taxes required to be withheld under applicable law in connection with the payment or crediting of any interest on any beneficial interest in the applicable Master Accounts and will pay in a timely and proper manner such amount to the appropriate governmental agency or its designated agent. (d) Each Broker-Dealer shall, with respect to their Customer Accounts, comply with applicable U.S. Money Laundering and Investor Identification Requirements and implement, verify and maintain appropriate procedures to verify suspicious transactions and the source of funds for the Customer Accounts. (e) Each Broker-Dealer has implemented and will maintain appropriate programs (“Anti-Money Laundering Programs”) reasonably designed to ensure compliance with...

General Covenants. Section 5.1 Affirmative Covenants of the Borrower 95 Section 5.2 Negative Covenants of the Borrower 101 Section 5.3 Affirmative Covenants of the Collateral Manager 103 Section 5.4 Negative Covenants of the Collateral Manager 106 Section 5.5 Affirmative Covenants of the Collateral Agent 108 Section 5.6 Negative Covenants of the Collateral Agent 108 Section 5.7 Covenants of the Equityholder 109

General Covenants. The Corporation covenants with the Warrant Agent that, so long as any Warrants remain outstanding: (a) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Warrants; (b) it will cause the Common Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrants and the terms hereof; (c) all Common Shares which shall be issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable; (d) it will use reasonable commercial efforts to maintain its existence and carry on its business in the ordinary course; (e) it will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) continue to be or are listed and posted for trading on the NEO or CSE (or such other stock exchange acceptable to the Corporation), provided that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and posted for trading on the NEO or CSE, so long as the holders of Common Shares receive securities of an entity that is listed on a stock exchange in Canada or the United States, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the NEO, CSE or other stock exchange on which the Common Shares are trading; (f) it will make all requisite filings under applicable Canadian securities legislation including those necessary to remain a reporting issuer not in default in each of the provinces and other Canadian jurisdictions where it is or becomes a reporting issuer for a period of 24 months after the Effective Date, provided that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and posted for trading on the NEO or CSE (or such other Canadian stock exchange acceptable to the Corporation), so long as the holders of Common Shares receive securities of an entity that is listed ...

General Covenants. (a) During the term of this Agreement, MRO shall maintain and preserve its qualifications for delegation pursuant to the Act and shall not amend its Regional Entity Rules without NERC approval, which shall not be unreasonably withheld or delayed and which shall, in the case of a Regional Entity organized on an Interconnection-wide basis, be governed by the presumptions provided for in Section 215(d)(2) and (e)(4)(C) of the Act, and be subject to any required Commission approval. (b) MRO shall provide NERC with a copy of its Regional Entity Rules upon request by NERC. NERC shall maintain on its public website the currently effective versions of all Regional Entity bylaws and Regional Entity standard development procedures. (c) During the term of this Agreement, NERC shall maintain its qualification and status as the ERO pursuant to the Act and, subject to the provisions of Sections 17 and 18 of this Agreement, NERC shall not adopt amendments to the NERC Rules of Procedure that conflict with the rights, obligations or programs of MRO under this Agreement without first obtaining the consent of MRO, which consent shall not be unreasonably withheld or delayed. (d) During the term of this Agreement, NERC and MRO shall adhere to and require that all participants in their respective activities under this Agreement follow and comply with the NERC Antitrust Compliance Guidelines. (e) For purposes of this Agreement, NERC shall collaborate with the Regional Entities in the development of guidance, policies and procedures, and oversight parameters as contemplated by this Agreement. In the event that collaboration is not successful on any such matter, the NERC President may issue a directive with respect to such matter pursuant to Section 8 herein, and such directive shall be binding upon MRO.

General Covenants. Each Party covenants throughout the Term of this Agreement as follows: (a) it shall continue to be duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and qualified to conduct business in the State of California and in all jurisdictions where ownership of its properties or its operations require such qualifications, except where the failure to do so would not have a material adverse effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby; (b) it shall maintain (or obtain from time to time as required, including through renewal, as applicable) all Governmental Approvals necessary for it to legally perform its obligations under this Agreement; and (c) it shall perform its obligations under this Agreement in a manner that does not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Law applicable to it.

General Covenants. Until the Termination of this Agreement, each of the Obligors, as provided below, covenants and agrees that, unless the Majority Noteholders shall otherwise consent in writing: (a) The Issuer shall ensure that at all times, any unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu in right of payment with the claims of all its other unsubordinated creditors, except those creditors whose claims are mandatorily preferred by laws of general application to companies. MCP will not permit any of its Subsidiaries (other than the Guarantors), directly or indirectly, to guarantee any Debt Security unless such Subsidiary simultaneously provides an unsubordinated guarantee of payments in respect of the Notes. (b) MCP will not, and MCP will procure that none of its Subsidiaries will, create or permit to be outstanding any Security upon the whole of, or with respect to, or any, present or future business undertaking, properties, assets or revenues (including any uncalled capital) of MCP or any of MCP’s Subsidiaries to secure any Debt Securities, unless at the same time or prior thereto, the Issuer’s obligations under the Notes (i) are secured at least equally and rateably therewith, or (ii) have the benefit of such other security, guarantee, indemnity or other arrangement as the Noteholders in their absolute discretion shall deem to be not materially less beneficial to the Noteholders or as shall be approved by the Majority Noteholders. (c) neither the Issuer nor any Guarantor will consolidate with, or merge with or into, another Person, permit any Person to merge with it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its and its Subsidiaries’ properties and assets (calculated in an entirety) unless: (i) it shall be the continuing Person, or the continuing Person shall expressly assume all obligations of the Issuer or the Guarantor under the Notes; and (ii) immediately after giving effect to such merger on a pro forma basis, no Event of Default shall have occurred and be continuing or would result therefrom. This Section 8.1(c) will not apply to (1) any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among MCP and its Subsidiaries, or (2) any merger or consolidation of MCP with or into one of its Subsidiaries for any purpose. (i) MCP and its Subsidiaries will not, directly or indirectly, incur any Financial Indebtedness, unless the Fixed Cha...