Covenants of Assignor Sample Clauses
The "Covenants of Assignor" clause sets out the promises and obligations that the assignor makes to the assignee in a contract. Typically, this clause requires the assignor to guarantee that they have the authority to assign the rights or interests in question, that the rights being assigned are valid and free from encumbrances, and that they will take necessary actions to perfect the assignment. For example, the assignor may promise not to take any actions that would undermine the value of the assigned rights or to provide documentation needed for the transfer. This clause serves to protect the assignee by ensuring that the assignor stands behind the validity and enforceability of the assignment, thereby reducing the risk of future disputes or claims.
Covenants of Assignor. Assignor hereby covenants and agrees as follows.
(a) Assignor shall fulfill, perform and observe each and every material term, condition and covenant of landlord or lessor contained in each of the Leases; and shall take reasonable actions to enforce the performance and observance of each and every material term, condition and covenant of each of the Leases to be performed or observed by the Tenant thereunder.
(b) Assignor shall not, without the prior written consent of Assignee, (i) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; or (ii) assign its interest in, to or under any of the Leases or the rents, issues and profits from any of the Leases or from the Property to any person or entity other than Assignee.
(c) The Assignee shall have the right, and the Assignor hereby authorizes the Assignee, during the continuance of an Event of Default, to communicate directly with any of the tenants or guarantors for any purpose contemplated by this Assignment or any of the Security Documents. In the event that any of the Leases is terminated, the Assignor will take or cause to be taken all reasonable steps within the power of the Assignor to market and lease the untenanted rentable area of the Buildings to such tenants and upon such terms and conditions as may be reasonably determined by Assignor.
(d) Assignor shall deliver to Assignee correct and complete copies of all of the Leases and all amendments, exhibits, addenda and schedules thereto and all guaranties thereof, promptly upon the Assignee's request therefor.
(e) Assignor shall take no action which will cause or permit the estate of the Tenant under any of the Leases to merge with the interest of Assignor in the Property or any portion thereof.
(f) Subject to the provisions of Section 1.03(a) hereof, Assignor does hereby authorize and empower Assignee to collect all rents, issues and profits arising or accruing under the Leases or from the Property as they become due, whether or not the Assignee shall have made entry or become a mortgagee in possession pursuant to the Security Deed, and does hereby irrevocably authorize and direct, each and every present and future Tenant of the whole or any part of the Property, upon receipt of written notice from Assignee, to pay all rents, issues and profits thereafter arising or accruing under the Leases or from the Property to Assignee and to continue to do so until otherwise notified by Assignee, and ...
Covenants of Assignor. 5.1. Continuing Support The Assignor hereby covenants until the Termination Date as follows: The Assignor shall, at its own expense, promptly execute and deliver to the Assignee all documents (in particular all documents and/or titles incorporating the Assigned Receivables, if any such documents and/or titles exist), declarations, certificates, registrations, filings and other instruments and shall take all actions necessary or that the Assignee may reasonably request, in order to create, perfect, maintain and protect the Security Interests created hereby (including instigating legal proceedings to ensure the existence, enforceability and value of the Assigned Receivables) and the Assignor shall assist the Assignee in exercising and enforcing the rights and remedies of the Assignee, as Collateral Agent, for the benefit and on behalf of the Secured Parties under this Agreement with respect to the Collateral. In particular, the Assignor undertakes to allow the Assignee to review the books and other documents the Assignee deems necessary for the purpose of verifying the existence and value of the Collateral, provided that any such review shall be conducted during normal business hours and in a manner which is not disruptive to the business of the Assignor, in each case subject to (x) Liens permitted pursuant to Section 6.02 of the Credit Agreement, (y) transfers made in compliance with the Credit Agreement, and (z) the rights of the Assignor under Section 9.14 of the Credit Agreement and corresponding provisions of the Security Documents to obtain a release of the Liens created under the Security Documents.
Covenants of Assignor. From the date hereof until the Release Conditions (as defined in the Security Agreement) have been satisfied, the Assignor hereby covenants and agrees as follows:
Covenants of Assignor. Assignor agrees not to do, or suffer to be done, any of the following acts without the prior written consent of Agent in its Permitted Discretion not to be unreasonably withheld, conditioned, or delayed: (a) cancel, terminate or surrender the Property Management Agreement (except in accordance with its terms); (b) permit any assignment by Property Manager of Property Manager’s rights and obligations under the Property Management Agreement; (c) forgive any obligation under the Property Management Agreement; (d) modify the Property Management Agreement; (e) assign Assignor’s interest in the Property Management Agreement or any portion thereof; or (f) fail to perform any obligation of Assignor in accordance with the provisions of the Property Management Agreement, which failure would constitute a default thereunder and which failure shall continue beyond any applicable notice and cure period provided thereunder.
Covenants of Assignor. Assignor covenants with NewCo as follows:
Covenants of Assignor. From the date hereof until the earlier of the Maturity Date or the date the Obligations are paid in full (other than unasserted contingent obligations that survive the termination of the Credit Agreement), the Assignor hereby covenants and agrees as follows:
Covenants of Assignor. Assignor hereby covenants and agrees that he will:
4.1. execute such other documents as Assignee may require to perfect its security hereunder; and
4.2. cooperate fully with Assignee in the implementation of this Assignment Agreement and not take any action to interfere with or hinder the exercise of Assignee’s rights hereunder.
Covenants of Assignor. Assignor hereby covenants and agrees that:
(a) Assignor will not enter into any other assignment, pledge, or security agreement covering the Collateral so long as any of the Indebtedness remains unpaid, except any such security agreement in favor of Lender. Assignor will not sell or offer to sell or transfer the Collateral or any interest therein as long as the Indebtedness remains unpaid.
(b) Assignor will defend the Collateral against the claims and demands of all persons or entities claiming the same or any part thereof or interest therein.
(c) Until the full and complete payment of all of the Indebtedness, Lender is hereby fully authorized and empowered upon the occurrence of any Event of Default under the Loan Agreement:
(i) to receive, collect and demand payment directly from the maker of each Collateral Note of all sums and amounts payable on or with respect to the Collateral Notes; and
Covenants of Assignor. So long as this Assignment is in effect:
(a) Assignor will defend the Collateral against the claims and demands of all other parties; will keep the Collateral free from all security interests or other encumbrances, and will not sell, transfer, assign, deliver or otherwise dispose of any Collateral or any interest therein without the prior written consent of Lender.
(b) Any Collateral, including any dividends, returns of capital, proceeds of liquidation or termination and any other sums, fees or amounts which the Assignor receives or Execution Form 2 Assignment of Share and VLPAs /Coronus Solar Inc. is entitled to from any Borrower will be immediately delivered to the Lender as cash Collateral to be held by the Lender for the purpose of securing the payment or performance of the Obligations.
(c) Assignor will execute such additional documents and take such further actions as may be required to carry out the provisions and intent of this Assignment. Assignor hereby authorizes the filing of a financing statement or statements, and such amendments thereto and continuations thereof as may be required or advisable to perfect and maintain the continuous perfection of the Security Interests. In addition, Assignor grants to Lender a power of attorney coupled with an interest to effectuate the terms of the foregoing sentence and to file all continuations, renewals or amended financing statements without the signature of Assignor.
(d) Assignor agrees not to amend or voluntarily permit the amendment of the Articles or Bylaws of Coronus Energy without the prior written consent of the Lender.
(e) Assignor covenants and agrees not to voluntarily withdraw as the sole shareholder or consent to the admission of any other shareholder(s) of Coronus Energy without the prior written consent of the Lender.
Covenants of Assignor. Assignor covenants and warrants that:
(i) It has the power and authority to assign the Project Contracts and the Plans and there have been no prior assignments of the Project Contracts or the Plans.
(ii) The Project Contracts are and shall be valid contracts and that there are and shall be, to the extent ascertainable by Assignor, no defaults on the part of any of the parties thereto.
(iii) It will not assign, pledge or otherwise encumber any of the Project Contracts or the Plans without the prior written consent of Assignee.
(iv) It will not cancel, terminate or accept any surrender of any of the Project Contracts, or amend or modify the same directly or indirectly in any material respect whatsoever, without having obtained the prior written consent of Assignee thereto.
(v) It will not waive or give any consent with respect to any material default or variation in the performance of the Project Contracts, it will at all times take proper steps to enforce all of the material provisions and conditions thereof, and it will forthwith notify Assignee of any material defaults under the Project Contracts.
(vi) It will perform and observe, or cause to be performed and observed, all of the terms, covenants and conditions on its part to be performed and observed with respect to the Project Contracts.
(vii) It will execute any and all additional assignments to Assignee, as Assignee may at any time reasonably request.
(viii) The acceptance of this Assignment shall not constitute a satisfaction of any indebtedness, liability or obligation, or any part thereof, now or hereafter owed by Assignor to Assignee. Nothing in this Assignment shall be deemed to obligate Assignee at any time to undertake or perform any of terms or conditions of the Project Contracts, or to enforce compliance therewith, and Assignee may institute such legal action and otherwise exercise any of its rights and powers under the Note, the Loan Agreement, or the mortgage securing the Note and the Loan Agreement or otherwise, in such manner as it may deem advisable at any time it shall see fit to do so, and for any cause for which the same might have been instituted or done had this Assignment not been made, and no waiver or condonation of any breach or default and no waiver of any right of Assignee hereunder shall be deemed to constitute a waiver of any other or subsequent breach or default, or to prevent subsequent exercise of any such right or any other similar right.