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 that Assignor shall:
(a) Fulfill, perform and observe in all material respects all of the obligations of landlord under the Leases;
(b) Give prompt written notice to Lender of any default or claim of default by Assignor or by any Tenant under any of the Leases, of which Assignor has notice, along with a complete copy of any written notice of such default or claim of default;
(c) Enforce, short of termination, the performance in all material respects of the Leases by the Tenants;
(d) Except as otherwise provided in the Loan Agreement, not alter, modify, amend, terminate or cancel any of the Leases, nor accept a surrender of any of the Leases, nor waive any term or condition of any of the Leases without the prior written consent of Lender;
(e) Not collect or accept Rent more than one (1) month in advance of the time any such Rent becomes due;
(f) Except as otherwise provided in the Loan Agreement, not execute any future Leases (or any amendments, modifications, extensions or renewals thereof), nor consent to the assignment of Tenant’s interest under any of the Leases, nor consent to the subletting thereunder without the prior written consent of Lender;
(g) Not execute any further assignment of the landlord’s interest under any of the Leases or of the Rents or any interest therein or suffer or permit such to occur by operation of law;
(h) Not permit any of the Leases to become subordinate to any lien other than the lien of the Mortgage;
(i) Except as otherwise provided in the Loan Agreement, not alter, modify, change, release, waive, cancel, nor terminate the terms of any guarantee of any of Tenant’s obligations under any of the Leases in whole or in part without the prior written consent of Lender; and
(j) Not take any action which will cause or permit the estate of any Tenants under the Leases to merge with Assignor’s interest in the Real Property.
Covenants of Assignor. Assignor covenants and agrees with Assignee: to notify Assignee in advance of any operations, repairs or any activity conducted by Assignor with respect to the Assignor Assets which may affect the Assignee Assets in any manner whatsoever; to not at any time damage, disturb or adversely affect in any way the Assignee Assets or any other property of Assignee located adjacent to or upon the Pipeline Right-of-Way; to operate, abandon and reclaim the Assignor Assets in a good and workmanlike manner in accordance with good oilfield practices and in compliance with the Right-of-Way Agreement, all applicable laws, regulations, standards, orders, bylaws and other rules of any governmental authority having jurisdiction over the Assignor Assets; and in an emergency, to take steps that would reasonably be taken by a prudent operator in order to preserve each Party’s Assets and protect human life, and to notify Assignee forthwith. Assignee covenants and agrees with Assignor: to notify Assignor in advance of any operations, repairs or any activity conducted by Assignee with respect to the Assignee Assets which may affect the Assignor Assets in any manner whatsoever; not at any time damage, disturb or adversely affect in any way the Assignor Assets, or any other property of Assignor located adjacent to or upon the Pipeline Right-of-Way; to operate, abandon and reclaim the Assignee Assets in a good and workmanlike manner in accordance with good oilfield practices and in compliance with surface dispositions and all applicable laws, regulations, standards, orders, bylaws and other rules of any governmental authority having jurisdiction over the Assignee Assets; and in an emergency, to take steps that would reasonably be taken by a prudent operator in order to preserve each Party’s Assets and protect human life and to notify Assignor forthwith.
Covenants of Assignor. (a) Assignor shall give notice to Assignee promptly upon receipt of any demand on Assignor for payment or performance of any Assumed Obligation (and shall deliver to Assignee a copy of any such written demand); provided that no failure to give any such notice shall alter or affect the obligations of Assignee hereunder.
(b) In the event that (i) any Counterparty shall have delivered to Assignor a demand for payment or performance by Assignor of any Assumed Obligation (a "Demand"), and (ii) Assignee shall have notified Assignor that Assignee and/or Company is disputing the amount or existence of the obligation as to which Demand has been made, then so long as Assignee and Company are diligently and in good faith disputing such obligation, Assignor shall refrain from paying or otherwise performing the alleged obligation, provided that (w) if Assignor, in its sole discretion, so requests, Assignee, at its expense, shall make arrangements satisfactory to Assignor with the Counterparty and a third party acceptable to Assignor, to hold in escrow pending resolution of the dispute any amount tendered by Assignor pursuant to such Demand; and (x) Assignee shall indemnify, defend and hold harmless Assignor and its directors, officers, employees, Affiliates, agents and assigns in accordance with Article X of the Purchase Agreement from and against Indemnifiable Losses resulting from or arising out of Assignor's compliance with this Section 7(b); provided further that, notwithstanding the foregoing, Assignor may at any time elect to pay the applicable Assumed Obligation while Company or Assignee is disputing an obligation, in which event Assignee shall have no obligation under Section 3(a) or (b) or Section 8 hereof with respect to such payment unless and until (A) Assignee and/or Company ceases to diligently and in good faith dispute the obligation or (B) the disputed obligation is determined to be, in whole or in part, a valid obligation. Assignee shall promptly (and in all events within two Business Days) pay to Assignor, in the case of clause (A), the aggregate amount paid by Assignor, and in the case of clause (B), the aggregate amount paid by Assignor and determined to have been a valid obligation, together in each case with interest as provided in Section 3 hereof from the date of Assignor's payment.
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. 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. 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 covenants with NewCo 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. 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. 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.