Covenants of Assignor Clause Samples
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. (a) Assignor shall not amend (and Assignor warrants that Original Purchaser shall not amend) the Contract without Assignee’s prior written consent, which consent may be withheld in Assignee’s sole and absolute discretion.
(b) Assignor shall have the right to elect which Service Contracts, Equipment Leases and Policies the Purchaser under the Contract will assume and which ones Seller must terminate at or prior to Closing in accordance with Section 4.5 of the Contract. Assignor or Original Purchaser, as applicable, shall obtain Assignee’s determination on such Service Contracts, Equipment Leases and Polices prior to submitting the election to Seller in accordance with Section 4.5 of the Contract.
(c) Assignor shall not grant (and Assignor warrants that Original Purchaser shall not grant) any approvals or consents permitted to be granted by the Purchaser under the Contract (nor permit any deemed approval periods to expire or lapse), submit any notices, elections, objections or documents to Seller that are required or permitted to be submitted under the Contract or waive any requirements applicable to or defaults by Seller under the Contract without Assignee’s prior written consent, which may be granted or withheld in Assignee’s sole and absolute discretion so long as the failure to submit such notice, election, obligation or document will not constitute (i) a waiver by Assignor of any obligation of the Seller under the terms of the Contract (in which case Assignee’s consent shall be subject to Assignee’s reasonable approval, rather than sole and absolute discretion) or (ii) a default by Assignor under the terms of the Contract.
(d) Assignor shall provide Assignee with simultaneous copies of all notices provided to Seller under the Contract by Assignor or Original Purchaser and shall promptly forward to Assignee any notices received by Assignor or Original Purchaser from Seller under the Contract.
(e) Following the effective date of the Initial Assignment, Assignor shall cause Original Purchaser to cooperate with Assignor and Assignee as reasonably required to consummate the Assignment and the Closing.
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. 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 covenants with NewCo as follows:
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. 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. 7.1 On the Closing Date, the Assignor shall deliver to the Agent a copy of the minutes of a resolution passed by the board of directors of the Assignor approving the entering into, execution and performance by the Assignor of this Agreement.
7.2 The Assignor undertakes and covenants for as long as any of the Secured Obligations remains unpaid or is capable of arising as follows:
(a) unless expressly otherwise permitted by the Loan and Security Agreement, not to enter into any legal instrument relating to, or grant or permit to be created or to subsist any Lien, other than a Permitted Lien, over, or dispose of, or waive, or assign any of the Bank Account Claims or take or permit any other action or omission that could impair or jeopardize any rights of the Agent under this Agreement, including but not limited to closing any of the Bank Accounts, or could impair or jeopardize the enforcement of the security interest under this Agreement or the value of the Bank Account Claims;
(b) to without delay communicate any information relating to the Future Bank Accounts, in particular the account details of such bank accounts and the name and address of the bank with which they are planned to be held, to the Agent; and
(c) to promptly do all things and execute all documents that are reasonably requested by the Agent from time to time for the purpose of the exercise of the Agent's rights hereunder or securing or perfecting the security interest under this Agreement.