AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord as follows:- (a) To punctually pay the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaid; (b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building; (c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services; (d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1; (e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor; (f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof; (g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center; (h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees; (i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises; (j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented; (k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times; (l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building; (m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business; (n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant; (o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees; (p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder; (q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force; (r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; , (s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises; (t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible; (u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner; (v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring; (w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term; (x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises; (y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant; (z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time; (aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct; (bb) To notify the Landlord by notice in writing in one or more of the following events:- (i) the alteration or change in the principle activities of the Tenant’s business; (ii) the alteration of the name of the business of the Tenant; (iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business; (cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage; (dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all times.
Appears in 3 contracts
Samples: Tenancy Agreement, Tenancy Agreement (Vsource Inc), Tenancy Agreement (Vsource Inc)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants Except as set forth in Section 6.7, from the date of this Agreement until the Closing Date, the Company agrees to (and to cause the other Company Parties to):
(i) support and take all steps reasonably necessary and desirable to consummate the Restructuring Transactions in accordance with the Landlord as follows:-
(a) To punctually pay RSA, including the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaidapplicable Milestones set forth on Schedule 5 attached hereto;
(bii) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above extent any legal or structural impediment arises that would prevent, hinder, or delay the amount levied and imposed at the commencement consummation of the Tenancy hereby grantedRestructuring Transactions contemplated in the RSA, support and take all steps reasonably necessary and desirable to address and resolve any such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingimpediment;
(ciii) To pay all charges use commercially reasonable efforts to seek additional support for electricity, water, telephone, sewerage and any the Restructuring Transactions from their other services supplied material stakeholders to or consumed separately on the Demised Premises extent reasonably prudent and to enter into separate contracts with the relevant authorities extent the Company Parties receive any Joinders or corporation for Transfer Agreements, notify the provision Commitment Parties and the Consenting Stakeholders of these servicessuch Joinders and Transfer Agreements;
(div) At actively oppose and object to the expiration efforts of any person seeking to object to, delay, impede, or sooner determination of this Agreementtake any other action to interfere with the acceptance, to peaceably surrender and yield up unto the Landlord the whole implementation, or consummation of the Demised Premises and every part thereof in good and substantial repairRestructuring Transactions (including, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenantsif applicable, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable filing of timely filed objections or written responses) to the Landlord and extent such opposition or objection is reasonably necessary or desirable to facilitate implementation of the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1Restructuring Transactions;
(ev) To place all debris, wastes, disposable items, garbage consult and rubbish securely wrapped negotiate in waterproof bags in good faith with the receptacles designated thereforCommitment Parties and the Consenting Stakeholders and their advisors regarding the execution of the Restructuring Transactions;
(fvi) To keep the interior upon reasonable request of the Demised Premises Commitment Parties or the Consenting Stakeholders, inform the advisors to the Commitment Parties or the Consenting Stakeholders as to: (i) the material business and financial (including liquidity) performance of the flooring Consolidated Group; (ii) the status and interior plaster progress of the Restructuring Transactions, including progress in relation to the negotiations of the Definitive Documents; and other surface material on walls (iii) the status of obtaining any necessary or desirable authorizations (including any consents) from each Commitment Party and ceilings Consenting Stakeholder, any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange;
(vii) inform counsel to the Commitment Parties and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures Consenting Stakeholders as soon as reasonably practicable after becoming aware of: (i) any matter or circumstance which they know, or suspect is likely, to be a material impediment to the property implementation or consummation of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences Restructuring Transactions; (ii) any notice of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fireany commencement of any material involuntary Insolvency Proceedings, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case legal suit for payment of fire where the insurance moneys are rendered irrecoverable in consequence debt or securement of the act security from or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofof any Company Party; (iii) a breach of this Agreement (including a breach by any Company Party); and (iv) any representation or statement made or deemed to be made by them under this Agreement which is or proves to have been materially incorrect or misleading in any respect when made or deemed to be made;
(gviii) To use commercially reasonable efforts to maintain their good standing under the Demised Premises for Laws of the purpose of an administrative office but not limited to administration, computer, data and communication centerstate or other jurisdiction in which they are incorporated or organized;
(hix) To permit on or after the Landlord and its agents with date hereof, not engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories other similar transaction outside of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions ordinary course of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building business other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the TermRestructuring Transactions;
(x) To pay use commercially reasonable efforts to (i) provide counsel for the cost Commitment Parties and the Consenting Stakeholders a reasonable opportunity (which shall be no less than two (2) Business Days) to review draft copies of replacing fluorescent tubesall First Day Pleadings and second day motions and proposed orders and, electricity light bulbs (ii) to the extent reasonably practicable, provide counsel for the Commitment Parties and small light component fittings in the Demised Premises;Consenting Stakeholders a reasonable opportunity to review and provide comments on draft copies of all other substantive documents that the Company Parties intend to file with the Bankruptcy Court; and
(yxi) To pay such deposits take any and parking fees from time all actions necessary and appropriate to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more provisions of the following events:-
(i) the alteration or change in the principle activities NOL Rights Plan are not triggered on account of the Tenant’s business;
(ii) Restructuring Transactions or the alteration entry into the RSA or this Agreement by any of the name of Consenting Stockholders or Commitment Parties and that the business of NOL Rights Plan is terminated on the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesEffective Date.
Appears in 3 contracts
Samples: Restructuring Support Agreement (Parker Drilling Co /De/), Backstop Commitment Agreement (Parker Drilling Co /De/), Backstop Commitment Agreement
AFFIRMATIVE COVENANTS. The Tenant hereby Borrower covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the Landlord as follows:-principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full, unless the Required Lenders shall otherwise consent in writing, the Borrower will, and will cause each of its Restricted Subsidiaries (and, to the extent expressly set forth below, other applicable Subsidiaries) to:
Section 5.01 Existence, Maintenance of Licenses, Property.
(a) To punctually pay Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence or form, except (i) as otherwise expressly permitted under Section 6.05 and (ii) for the Rent reserved, liquidation or dissolution of any Restricted Subsidiary if the Deposit, assets of such Restricted Subsidiary exceed estimated liabilities and all other sums payable under this Agreement and/or in respect are acquired by the Borrower or a Wholly Owned Subsidiary of the Demised Premises Borrower in the manner aforesaid;such liquidation or dissolution; provided, that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Subsidiary Loan Parties.
(b) To pay as Do or cause to be done all things necessary to (i) in the Borrower’s reasonable business judgment obtain, preserve, renew, extend and when required by keep in full force and effect the Landlord an additional sum over permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and above the Rent hereby reserved in rights with respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed thereto necessary to the Demised Premises over normal conduct of its business and above the amount levied (ii) at all times maintain and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted preserve all property necessary to the Tenant his employees or agents bears to the total floor area normal conduct of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage its business and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof keep such property in good and substantial repair, working order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require make, or cause to be laid made, all needful and fixed proper repairs, renewals, additions, improvements and replacements thereto necessary in and lead through order that the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wiresbusiness carried on in connection therewith, cablesif any, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises properly conducted at all times;
times (lin each case except as expressly permitted by this Agreement); in each case in this paragraph (b) To alter any window or other displays or merchandise immediately upon notice by except where the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform failure to all reasonable rules regulations and instructions as may from time do so could not reasonably be expected to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as have a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesMaterial Adverse Effect.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Summit Midstream Partners, LP), Term Loan Credit Agreement (Summit Midstream Partners, LP), Purchase Agreement (Summit Midstream Partners, LP)
AFFIRMATIVE COVENANTS. The Tenant hereby Company covenants with the Landlord as follows:-Trustees that the company shall at all times during the continuance of the Bonds:-
(ai) To punctually pay Conduct its business with due diligence and efficiency and in accordance with sound engineering, technical, managerial and financial standards and business practices with qualified and experienced management personnel;
(ii) Utilise the Rent reservedmonies received towards subscription of the Bonds for financing the construction of its on-going power projects and at the end of every financial year or any other dates in terms of Term Sheet/Subscription Agreement/Deal Confirmation Letters, furnish to the Trustees a statement showing the manner in which the said monies have been utilised;
(iii) Maintain and keep in proper order, repair and in good condition the Mortgaged Premises. In case the Company fails to keep in proper order, repair and in good condition the Mortgaged Premises or any part thereof, then, in such case, the DepositTrustees may, but shall not be bound to, maintain in proper order or repair or condition the Mortgaged Premises or any part thereof and any expense incurred by the Trustees and their costs and charges thereof shall be reimbursed by the Company;(iv) Insure and keep insured upto the replacement value thereof or on such other basis as approved by the Trustees (including surveyor's and architect's fees) the Mortgaged Premises against fire, theft, lightning, explosion, earthquake, strike, lock out, civil commotion, xxxxx, xxxxxxx, flood, marine risk, erection risk, war risk and other risk as may be specified by the Trustees and shall duly pay all premia and other sums payable under this Agreement and/or for that purpose. The Company shall ensure that the Insurance Policy in respect of the Demised Mortgaged Premises is endorsed as “Loss Payee” in favour of the manner aforesaidTrustees and have a copy of the said Policy and renewals thereof delivered to the Trustees as and when the same are available. The Company shall deliver to the Trustees an Auditors’ Certificate as and when requested by the Trustees certifying the adequacy of Insurance coverage for the assets provided as security. In the event of failure on the part of the Company to insure the mortgaged premises or to pay the insurance premia or other sums referred to above, the Trustees may but shall not be bound to get the mortgaged premises insured or pay the insurance premia and other sums referred to above which shall be reimbursed by the company;
(biv) To Keep proper books of account as required by the Companies Act, 1956 and make true and proper entries therein of all dealings and transactions of and in relation to the Mortgaged Premises and the business of the company and keep the said books of account and all other books, registers and other documents relating to the affairs of the Company at its registered office or, where permitted by law, at other place or places where the books of account and documents of a similar nature may be kept and the Company will ensure that all entries in the same relating to the Mortgaged Premises and the business of the Company shall at reasonable times be open for inspection of the Trustees and such person or persons, as the Trustees shall, from time to time, in writing for that purpose appoint;
(v) Give to the Trustees or to such person or persons as aforesaid such information as they or any of them shall require as to all matters relating to the business, property and affairs of the Company and at the time of the issue thereof to the shareholder(s)/owner(s) of the Company furnish to the Trustees three copies of every report, balance sheet, profit and loss account, circulars or notices, issued to the shareholder(s)/ owner(s) and the Trustees shall be entitled if they think fit, from time to time, to nominate a firm of Chartered Accountants to examine the books of account, documents and property of the Company or any part thereof and to investigate the affair's thereof and the Company shall allow any such accountant or agent to make such examination and investigation and shall furnish him with all such costs, charges and expenses of and incidental to such examination and investigation;
(vi) Permit the Trustees and such person, as they shall from time to time in writing for that purpose appoint to enter into or upon and to view the state and condition of all the Mortgaged Premises and pay all travelling, hotel and other expenses of any person whom the Trustees may depute for the purpose of such inspection and if the Trustees shall, for any reason, decide that it is necessary to employ an expert, to pay the fees and all travelling, hotel and other expenses of such expert;
(vii) Punctually pay all rents, royalties, taxes, rates, levies, cesses, assessments, impositions and outgoings, governmental, municipal or otherwise imposed upon or payable by the Company as and when the same shall become payable and when required by the Landlord an additional sum Trustees produce the receipts of such payment and also punctually pay and discharge all debts and obligations and liabilities which may have priority over the security created and above observe, perform and comply with all covenants and obligations which ought to be observed and performed by the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or company in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement any part of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingmortgaged premises;
(cviii) To pay all charges Apply for electricityand make its best endeavour to obtain renewal of the leases under which any of the leasehold land forming part of the mortgaged premises may, waterduring the continuance of the security, telephone, sewerage be held as and any other services supplied to or consumed separately on when the Demised same may be due for renewal in accordance with the provisions thereof and duly vest in the Trustees as part of the Mortgaged Premises and to enter into separate contracts with in such manner as the relevant authorities or corporation for the provision of these servicesTrustees may direct all such renewed leases;
(dix) At Forthwith give notice in writing to the expiration or sooner determination Trustees of this Agreement, commencement of any proceedings directly affecting the Mortgaged Premises;
(x) Duly cause these presents to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition be registered in all respects (having regard so as to their condition at comply with the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior provisions of the Demised Premises including Companies Act, 1956 and also cause the flooring and interior plaster and other surface material on walls and ceilings and trust deed to be registered in conformity with the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property provisions of the Landlord in upon and belonging Indian Registration Act, 1908 or any other Act, ordinance or regulation of or relating to any part of India, within which any portion of the Demised Mortgaged Premises and the water closets lavatories and conveniences of is or may be situated by which the Tenant has the exclusive use in good registration of deeds is required and tenantable repair and condition generally do all other acts (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenantif any) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises necessary for the purpose of an administrative office but not limited to administration, computer, data assuring the legal validity of these presents and communication centerin accordance with the Company's Memorandum and Articles of Association;
(hxi) To permit the Landlord Diligently preserve its corporate existence and its agents with status and all rights, contracts, privileges, franchises and concessions now held or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice hereafter acquired by it in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of its business and that it will comply with each and every one of the permitted business;said franchises and concessions and all acts, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body applicable to the mortgaged premises or any part thereof PROVIDED THAT the company may contest in good faith the validity of any such acts, rules regulations, orders and directions and pending the determination of such contest may postpone compliance therewith if the rights enforceable under the Bonds or the security of the Bonds is not thereby materially endangered or impaired. The Company will not do or voluntarily suffer or permit to be done any act or thing whereby its right to transact its business might or could be terminated or where by payment of the principal of or interest on the Bonds might or would be hindered or delayed.
(nxii) To observe Pay all such stamp duty (including any additional stamp duty), other duties, taxes, charges and conform penalties, if and when the Company may be required to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent pay according to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder laws for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings force in the Demised Premises;
(y) To pay such deposits State in which its properties are situated or otherwise, and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation the Company failing to pay such stamp duty, other duties, taxes and penalties as aforesaid, the Trustees will be at liberty (but shall not be bound) to pay the same and the Company shall reimburse the same to the Trustees on demand.
(xiii) Reimburse all sums paid or modification and renewal expenses incurred by the trustees or any receiver, attorney, manager, agent or other person appointed by the trustees for all or any of the said policies purposes mentioned in these presents immediately on receipt of insurancea notice of demand from them in this behalf. Provided always where necessaryAll such sums shall carry interest at the rate of three percentage points above the Prime Lending Rate of the Trustees as from the date when, the Landlord may at its discretion require same shall have been advanced, paid or become payable or due and as regards liabilities, the Tenant to increase Company will, on demand, pay and satisfy or obtain the scope and amount releases of such insurance coverage;persons from such liabilities and if any sum payable under this clause shall be paid by the Trustees the Company shall, forthwith on demand, reimburse the same to the trustees. Until payment or reimbursement of all such sums, the same shall be a charge upon the mortgaged premises in priority to the charge securing the Bonds.
(ddxiv) To Promptly inform the Trustees if it has notice of any application for winding up having been made or any Statutory notice of winding up under the Companies Act or otherwise of any suit or other legal process intended to be responsible for filed or initiated against the locking Company and securing affecting the title to the Company’s properties or if a receiver is appointed of all doors and windows any of its properties or business or undertaking.
(xv) Promptly inform the Trustees of the Demised Premises at all timeshappening of any labour strikes, lockouts, shut-downs, fires or any event likely to have a substantial effect on the Company's profits or business and of any material changes in the rate of production or sales of the company with an explanation of the reasons therefore.
(xvi) Promptly inform the Trustees of any loss or damage which the Company may suffer due to any force majeure circumstances or act of God, such as earthquake, flood, tempest or typhoon, etc., against which the company may not have insured its properties.
(xvii) Make satisfactory arrangements for meeting working capital requirements and furnish a letter to this effect as and when requested by the Trustees.
(xviii) The company shall furnish quarterly report to the Bond Trustee containing the following particulars:
a) Updated list of the names and addresses of the Bond Holders.
b) Details of the interest due, but unpaid and reasons thereof.
c) The number and nature of grievances/ complaints received from the Bond Holders and the details of action taken by the Company to resolve those grievances/ complaints; and
d) A statement that those assets of the Company which are available by the way of security are sufficient to discharge the claims of the Bond Holders as and when they become due.
e) Such other information as may be requested by the Bond Trustee
Appears in 3 contracts
Samples: Bond Trust Deed, Bond Trust Deed, Bond Trust Deed
AFFIRMATIVE COVENANTS. The Tenant hereby 9.1 Until all Obligations are paid in full, Borrower covenants with and agrees to do the Landlord as follows:-following:
(a) To punctually Promptly inform Lender of the occurrence of any Default or Event of Default or of any event which could have a Materially Adverse Effect upon either Borrower’s business, properties, financial condition or ability to comply with its Obligations to Lender, including without limitation its ability to pay the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaidObligations;
(b) To pay Furnish such other information regarding Borrower, Amphastar France, Guarantor, and any Subsidiaries and Affiliates, as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which Lender may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingreasonably request;
(c) To pay Keep in full force and effect its corporate existence in good standing, continue to conduct and operate its business substantially as presently conducted and operated and maintain and protect all charges for electricity, water, telephone, sewerage material franchises and any other services supplied to material trade names and preserve all the remainder of its material property used or consumed separately on useful in the Demised Premises conduct of their business and to enter into separate contracts with keep the relevant authorities or corporation for the provision of these servicessame in good repair and condition;
(d) At the expiration or sooner determination Maintain a standard and modern system of this Agreementaccounting in accordance with GAAP consistently applied with ledger and account cards and/or computer tapes and computer disks, to peaceably surrender computer printouts and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable computer records pertaining to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of Collateral which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions contain information as may from time to time be made requested by Lender, not modify or change its method of accounting without the Landlord written consent of Lender first obtained. Borrower will permit Lender and any of its employees, officers, or its duly authorised agents for agents, upon demand, during the proper management applicable Borrower’s usual business hours, or the usual business hours of any third person having control thereof, to have access to and examine all of Borrower’s records relating to the Collateral, the applicable Borrower’s financial condition and the results of the Building applicable Borrower’s operations and notified by in connection therewith and permit Lender or any of its agents, employees, or officer to copy and make extracts therefrom, should Lender determine in its sole discretion that there are changes in the Landlord or its duly authorised agent to the Tenantapplicable Borrower’s financial condition that may indicate a deterioration;
(oe) To Maintain the principal place of business or chief executive office at the address set forth in Sections 7(h), above, unless Borrower shall have given Lender 30 days’ prior written notice of any change thereof;
(f) Maintain Borrower’s Primary Operating Account with Lender. Without limiting the foregoing, Borrower agrees that its primary depository banking relationship shall be with Lender and Borrower shall cause all business revenues and other funds of Borrower to be channeled through Borrower’s Primary Operating Account maintained with Lender;
(g) At Borrower’s own cost and expense in amounts and with carriers acceptable to Lender, Borrower shall (i) keep all it insurable properties and properties in which Borrower has an interest insured against the employeeshazards of fire, agents sprinkler leakage, those hazards covered by extended coverage insurance and invitees such other hazards, and for such amounts, as is customary in the case of companies engaged in businesses similar to Borrower’s including, without limitation, business interruption insurance; (ii) maintain a bond in such amounts as is customary in the case of companies engaged in business similar to Borrower’s insuring against larceny, embezzlement or other criminal misappropriation of insured’s officers and employees who may either singly or jointly with others at any time have access to the assets or funds of Borrower either directly or through authority to draw upon such funds or to direct generally the disposition of such assets; (iii) maintain public and product liability insurance against claims for personal injury, death or property damage suffered by others, and with respect to product liability insurance policies of Borrower, such policies shall provide insurance coverage in the amount of $2,000,000.00 per occurrence and $5,000,000.00 in the aggregate; (iv) maintain all such workers’ compensation or similar insurance as may be required under the laws of any state or jurisdiction in which Borrower is engaged in business; (v) furnish Lender with (A) copies of all policies and evidence of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed maintenance of such policies by the Landlord renewal thereof at least thirty (30) days before any expiration date, and (B) appropriate loss payable endorsements in form and substance satisfactory to Lender, naming Lender as loss payee as its interests may appear with respect to all insurance coverage referred to in clauses (i) and (ii) above, and providing (1) that all proceeds thereunder shall be payable to Lender, (2) no such insurance shall be affected by any act or its duly authorised agent for the proper management neglect of the Building insured or owner of the property described in such policy, and in addition to ensure (3) that such employees agents policy and invitees loss payable clauses may not be canceled, amended or terminated unless at least thirty (30) days’ prior written notice is given to Lender. In the event of any loss thereunder, the Tenant carriers named therein hereby are directed by Lender and Borrower to make payment for such loss to Lender and not to Borrower and Lender jointly. If any insurance losses are paid by check draft or other instrument payable to Borrower and Lender jointly, Lender may endorse Borrower’s name thereon and do not enter such other things as Lender may deem advisable to reduce the same to cash. Lender is hereby authorized to adjust and compromise claims under insurance coverage referred to in clauses (i) and (ii) above. All loss recoveries received by Lender upon any such insurance may be applied to the Obligations, in such order as Lender in its reasonable discretion shall determine. Any surplus shall be paid by Lender to Borrower or applied as may be otherwise required by law. Any deficiency thereon shall be paid by Borrower to Lender on demand. If Borrower fails to obtain insurance as hereinabove provided, or to keep the same in force, Lender, if Lender so elects and upon notice to Borrower, may obtain such insurance and pay the premium therefor for Borrower’s account, and charge Borrower’s account therefor and such expenses so paid shall be part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employeesObligation;
(ph) To comply with all such requirements as may Borrower shall not possess or cause to be imposed on an occupier by located any OrdinanceHazardous Materials on, Act of Parliament, Enactment, By-Laws in or under any real or personal property now or at any time hereafter owned, occupied or operated by Borrower which in force any manner violate any Environmental Law, and any orders rules regulations or notice made thereunder;which violation would have a Material Adverse Effect on Borrower.
(qi) To comply with the provisions for the healthExcept as otherwise permitted by Lender in writing, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned Borrower will confine its business operations to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant pharmaceutical business and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directionslaws, rules rules, regulations, orders, writs, judgments, injunctions, decrees, determinations or otherwise presently in effect and regulations laid down having application to Borrower and its business.
(j) Notify Lender within ten (10) days of service upon the Borrower or the filing by the Landlord from time to time;Borrower of any legal action involving a claim in excess of $10,000,000.00.
(aak) To take all reasonable precautions Observe and/or perform, or cause Amphastar France to keep observe and/or perform, in a diligent and timely manner, each and every agreement, term, condition, covenant, and/or other obligation of Borrower and/or Amphastar France, as Borrower and/or Amphastar France may be required to observe and/or perform, under and in respect of the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;Asset Purchase Agreement.
(bbl) To notify Borrower shall not cause or permit Amphastar France or its board of directors to authorize or issue any additional shares of stock (or debt convertible to shares of stock in Amphastar France), nor to amend the Landlord by notice bylaws of Amphastar France to dilute or minimize, in writing in one any way, the rights, privileges and/or benefits of any person holding the stock pledged to Lender pursuant to the Stock Pledge Agreements; provided, however, Borrower may cause or more permit Amphastar France or its board of the following events:-
directors to authorize or issue additional shares of stock, so long as (i) the alteration or change Borrower delivers written notice to Lender at least thirty (30) calendar days prior to Amphastar France issuing any additional shares of stock in the principle activities Amphastar France of the Tenant’s business;
its intention to do so, (ii) the alteration no Event of the name of the business of the Tenant;
Default exists under this Agreement, (iii) Borrower remains the assignment, transfer, sale, charge or otherwise disposal owner and holder of one hundred percent (100%) of the Tenant’s business;
authorized and issued shares of stock in Amphastar France, and (cciv) To take Lender has and maintain sufficient and adequate insurance coverage with reputable insurance companies covering shall have pledged to it, for so long as all or any portion of the risksObligations remain outstanding, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect no less than sixty-five percent (65.00%) of any injuries caused and all authorized and issued shares of stock in Amphastar France, and if required by Lender, Borrower shall execute and cause such other Persons as Lender may require to any employeesexecute, visitors or invitees or persons lawfully present and deliver to Lender, such additional documents, agreements, and/or instruments, in form and content satisfactory to Lender, in its sole discretion, to effect, evidence and/or confirm the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesforegoing.
Appears in 3 contracts
Samples: Loan Agreement, Loan Agreement (Amphastar Pharmaceuticals, Inc.), Loan Agreement (Amphastar Pharmaceuticals, Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord as follows:-BAFC shall:
(a) To punctually pay provide the Rent reservedAdministrative Agent all information that the Administrative Agent may reasonably request in writing concerning the business of BAFC within a reasonable period of time considering the nature of the request; provided that with respect to any information relating to an annual audited report, the Deposit, same may be delivered within one hundred and all other sums payable under this Agreement and/or in respect twenty (120) calendar days after the end of the Demised Premises in the manner aforesaidBAFC’s fiscal year;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal furnish or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed cause to be furnished to the Demised Premises over Administrative Agent in sufficient number for each Liquidity Bank, copies of all documents and above other notices furnished to BAFC under the amount levied Transaction Documents and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to Letter of Credit Agent under the total floor area Letter of the BuildingCredit Reimbursement Agreement;
(c) To pay execute and deliver to the Administrative Agent and the Liquidity Banks all charges for electricitysuch documents and instruments and do all such other acts and things as may be necessary or reasonably required by the Administrative Agent to enable the Collateral Agent or the Administrative Agent to exercise and enforce their respective rights under this Agreement, waterthe Letter of Credit Reimbursement Agreement, telephonethe Letter of Credit, sewerage the Guaranty and any other services supplied to or consumed separately on the Demised Premises Security Agreement, and to enter into separate contracts with realize thereon, and record and file and rerecord and refile all such documents and instruments, at such time or times, in such manner and at such place or places, all as may be necessary or required by the relevant authorities or corporation for Administrative Agent to validate, preserve and protect the provision position of these servicesthe Collateral Agent, the Administrative Agent and the Liquidity Banks under this Agreement, the Letter of Credit Reimbursement Agreement, the Letter of Credit, the Guaranty and the Security Agreement;
(d) At the expiration or sooner determination take all actions necessary to ensure that all taxes and other governmental claims in respect of this AgreementBAFC’s operations and assets are promptly paid when due, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof except those contested in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1faith;
(e) To place comply in all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in material respects with obligations it assumes under the receptacles designated thereforTransaction Documents;
(f) To keep the interior comply with all Requirements of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire Law except where the insurance moneys are rendered irrecoverable in consequence of failure to so comply would not reasonably be expected to have a material adverse effect on its ability to perform its obligations under the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofTransaction Documents;
(g) To use the Demised Premises for the purpose benefit of an administrative office but not limited to administrationthe Administrative Agent and the Liquidity Banks, computerand for so long as this Agreement shall be in effect, data perform and communication centercomply with each of its respective agreements, warranties and indemnities contained in this Agreement and the other Transaction Documents;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable give prompt notice to enter upon the Demised Premises and to view the condition thereof and to take inventories Administrative Agent of the Landlord’s fixtures therein and to do structural any material default or external repairs on the Demised Premises event of default by any Obligor under any Loan or to other portions of the Building Loan Documents of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s feesBAFC is aware;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect advise the Administrative Agent of the Demised Premises for which occurrence of each Default, Event of Default or Mandatory CP Wind-Down Event as promptly as practicable after BAFC becomes aware of any such Default, Event of Default or Mandatory CP Wind-Down Event, and shall notify the Tenant is liable Series 2000-1 Rating Agencies of any Mandatory CP Wind-Down Event and of which written notice shall be given to the Tenant or left at the Demised PremisesMandatory Liquidation Event;
(j) Upon reasonable notice beginning with the fiscal year commencing in 2000, furnish to permit the Landlord its agents with or without workmen Series 2000-1 Rating Agencies and others to lay the Administrative Agent in sufficient number for each Liquidity Bank as soon as available, but in any event within one hundred and fix twenty (120) days after the end of each fiscal year of BAFC audited financial statements consisting of the balance sheet of BAFC as of the end of such year and the related statements of income and retained earnings and statements of cash flow for such year, setting forth in and lead through each case in comparative form the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and corresponding figures for the general purposes previous fiscal year (provided that comparative figures shall not be required with respect to such financial statements delivered at the end of repairing removing BAFC’s fiscal year ending in 2000), certified by Independent Public Accountants satisfactory to the Administrative Agent to the effect that such financial statements fairly present in all material respects the financial condition and replacing all or any results of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation operations of the Tenant, the Landlord shall consult the Tenant before such works are implementedBAFC in accordance with GAAP consistently applied;
(k) To keep clean beginning with the Demised Premises fiscal year commencing in 2000, furnish to the Series 2000-1 Rating Agencies and be responsible the Administrative Agent as soon as available but in any event within sixty (60) days after the end of each of the first three quarters for each fiscal year of BAFC, unaudited financial statements consisting of a balance sheet of BAFC as at the end of such quarter and a statement of income and retained earnings for such quarter, setting forth (in the case of financial statements furnished for calendar quarters subsequent to the first full calendar year of BAFC) in comparative form the corresponding figures for the locking and securing corresponding quarter of the doors preceding fiscal year; and windows BAFC will additionally furnish, or cause to be furnished, to the Administrative Agent together with the financial statements required pursuant to clause (j) and this clause (k) a certificate of a Responsible Officer of BAFC stating that (x) the Demised Premises attached financial statements have been prepared in accordance with GAAP and accurately reflect the financial condition of BAFC and (y) to the best knowledge of such Responsible Officer, no Mandatory CP Wind-Down Event or Mandatory Liquidation Event was continuing at all timesthe end of such quarter or on the date of such statement or, if such Mandatory CP Wind-Down Event or Mandatory Liquidation Event was continuing at the end of such quarter or on the date of such statement, specifying the name and period of existence thereof;
(li) To alter any window or other displays or merchandise immediately upon notice except as otherwise permitted by the Landlord Transaction Documents, preserve, renew and keep in full force and effect its corporate existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its reasonable opinion that such displays or merchandise will impair business, except where the name, reputation or standing of failure to maintain the Building;same would not have a Material Adverse Effect; and
(m) To obtain on each day after the Liquidity Loans (with accrued interest thereon) have become due and maintain payable (whether at the Tenant’s own expense all licencesstated maturity, permitsby acceleration or otherwise), registration, approvals and other consents for give the conduct notice contemplated by Section 2.06 of the permitted business;
(n) To observe and conform Series 2000-1 Supplement, such notice to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent specify an amount equal to the Tenant;
(o) To cause all the employees, agents and invitees lesser of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change funds on deposit in the principle activities of the Tenant’s business;
Series 2000-1 Collection Subaccount on such day and (ii) the alteration outstanding amount of the name of the business of the Tenant;
Liquidity Loans (iiiwith accrued interest thereon) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any all other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesamounts owing under this Agreement.
Appears in 2 contracts
Samples: Liquidity Agreement (Bunge LTD), Liquidity Agreement (Bunge LTD)
AFFIRMATIVE COVENANTS. The Tenant hereby Borrower covenants with the Landlord as follows:-
Lender that Borrower shall, and shall cause each of its Subsidiaries to: (a) To punctually pay the Rent reserved, the Deposit, preserve and keep in full force and effect its existence and all other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaid;
rights and franchises, licenses and permits material to its business, (b) To pay as all income and when required by the Landlord an additional sum over other taxes and above the Rent hereby reserved assessments imposed upon it or any of its properties or assets or in respect of any increase in municipal of its income, businesses or other taxes franchises before any penalty or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby grantedfine accrues thereon, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay comply in all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts material respects with the relevant authorities or corporation for the provision requirements of these services;
all applicable laws, rules, regulations and orders of any governmental authority, (d) At the expiration or sooner determination keep adequate books of this Agreementrecord and account, to peaceably surrender and yield up unto the Landlord the whole in which complete entries shall be made of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord financial transactions and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purposeassets and of its business, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place on or prior to June 30, 2007, deliver to Lender duly executed landlord or collateral access agreements, in form and substance reasonably satisfactory to Lender, for all debrispremises (including offices and co-location facilities) at which any Collateral is located (other than Borrower’s offices in Sunrise, wastesFlorida for which a landlord agreement was delivered to Lender on or prior to the date hereof), disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring promptly take any and interior plaster and other surface material on walls and ceilings all necessary Cleanup action on, under or affecting any property owned, leased or operated by Borrower in accordance with all laws and the Landlord’s fixtures therein including policies, orders and directives of all windows glass shutters locks fastenings keys electric wiring federal, state and fittings local governmental authorities, and other fixtures the property of the Landlord conduct and complete such Cleanup action in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by firematerial compliance with all applicable Environmental Laws, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use keep and/or maintain the Demised Premises for Collateral and the purpose books and records relating thereto at the addresses identified in writing to Lender, unless Borrower gives Lender written notice thereof at least thirty (30) days prior thereto and the same is within the contiguous forty-eight (48) states of an administrative office but not limited to administration, computer, data and communication center;
the United States of America; (h) To permit the Landlord deliver to Lender any and its agents with or all evidence of ownership of, including without workmen limitation, vendor invoices and with or without appliances at all reasonable times proofs of payment thereof, certificates of title to and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to applications for title to, any contiguous building not conveniently accessible otherwise than from or through the Demised PremisesCollateral promptly following any request by Lender, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to keep and maintain the Collateral in good operating condition and repair and amend in a proper make all necessary replacements thereof and workmanlike manner any defects in respect of renewals thereto so that the Demised Premises for which the Tenant is liable value and of which written notice operating efficiency thereof shall at all times be given to the Tenant or left at the Demised Premises;
maintained and preserved and (j) Upon reasonable provide written notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence Lender of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities addresses of the TenantBorrower’s business;
chief executive office and principal place of business at least thirty (ii30) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesdays prior thereto.
Appears in 2 contracts
Samples: Loan and Security Agreement (Bioheart, Inc.), Loan and Security Agreement (Bioheart, Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Transferor and ICP (in its capacity as a Seller, as Guarantor and as Initial Servicer) each severally covenant and agree that, until the Landlord as follows:-Certificates have been paid in full, it will:
(a) To punctually pay the Rent reserved, the Deposit, duly and timely perform all other sums payable of its covenants and obligations under this Agreement and/or in respect of the Demised Premises in the manner aforesaideach Transaction Document to which it is a party;
(b) To pay with reasonable promptness deliver to each Purchaser such information, documents, records or reports respecting the Program or the Receivables as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed Purchaser may from time to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingtime reasonably request;
(c) To pay all charges for electricityat the same time any report (including any Daily Report, waterMonthly Report or annual auditors' report), telephonenotice or other document is provided, sewerage or caused to be provided, by Transferor or Servicer to Trustee under the Pooling Agreement, provide the Agent and any other services supplied to or consumed separately on each Purchaser with a copy of the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these servicesreport;
(d) At during regular business hours and (so long as no Early Amortization Event has occurred and is continuing) upon two Business Days prior written notice, permit the expiration Agent (or sooner determination of this Agreementsuch other Person as the Agent may designate from time to time) and any Required Person that is a Class A Holder, to peaceably surrender and yield up unto or their respective agents or representatives (including certified public accountants or other auditors), at the Landlord the whole expense of the Demised Premises Servicer paid out of the Servicing Fee, (i) to examine and every part thereof in good make copies of and substantial repairabstracts from, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demandconduct accounting reviews of, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags Records in the receptacles designated therefor;
(f) To keep possession or under the interior control of the Demised Premises Servicer, Transferor or any Seller, including the flooring related Contracts and interior plaster purchase orders, invoices and other surface material on walls agreements related thereto, and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenantii) to visit the reasonable satisfaction offices and properties of the Landlord and Servicer, Transferor or any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises Seller for the purpose of an administrative office examining such materials described in clause (i), and to discuss matters relating to the Receivables or the Related Transferred Assets or the performance by Servicer, Transferor or any Seller of their respective obligations under any Transaction Document with any officer, employee or representative of Servicer, Transferor or any Seller. The Agent may (but shall not limited to administrationbe obligated to) conduct, computer, data and communication center;
(h) To permit the Landlord and or cause its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice representatives to enter upon the Demised Premises and to view the condition thereof and to take inventories conduct, reviews of the Landlord’s fixtures therein and to do structural or external repairs on types described in this paragraph (each such review, a "Receivables Review") whenever the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised PremisesAgent, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that judgment, deems any such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesreview appropriate.
Appears in 2 contracts
Samples: Certificate Purchase Agreement (International Comfort Products Corp), Certificate Purchase Agreement (International Comfort Products Corp)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with From and after the Landlord as follows:-Closing Date until the Preferred Expiration Date, the Company and the Board shall, and shall take all action possible to ensure that each Subsidiary of the Company shall, unless it has received the prior written consent of the Majority Trailer Investors (which consent may be withheld in their sole discretion):
(a) To punctually pay the Rent reservedat all times cause to be done all things necessary or reasonably required to maintain, the Deposit, preserve and renew its corporate existence and all other sums payable under this Agreement and/or in respect material licenses, authorizations and permits necessary or reasonably required to the conduct of the Demised Premises in the manner aforesaidits businesses;
(b) To pay as maintain and when keep its material properties in good repair, working order and condition (normal wear and tear excepted), and from time to time make all necessary or reasonably required repairs, renewals and replacements so that its businesses may be properly and advantageously conducted in all material respects at all times; provided that in no event shall this Section 5.2(b) be deemed to require the making of capital expenditures in excess of the amount approved by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the BuildingBoard;
(c) To pay and discharge when payable all taxes, assessments and governmental charges imposed upon its properties or upon the income or profits therefrom (in each case, before the same becomes delinquent and before penalties accrue thereon) and all material claims for electricitylabor, watermaterials or supplies which if unpaid would by law become a Lien upon any of its property, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises unless and to enter into separate contracts the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with the relevant authorities or corporation for the provision of these servicesgenerally accepted accounting principles, consistently applied) have been established on its books and financial statements with respect thereto;
(d) At comply with all other material obligations which it incurs pursuant to any Material Contract (as such term is defined in the expiration or sooner determination of this Purchase Agreement), as such obligations become due, unless and to peaceably surrender and yield up unto the Landlord extent that the whole of the Demised Premises and every part thereof same are being contested in good faith and substantial repairby appropriate proceedings and adequate reserves (as determined in accordance with generally accepted accounting principles, order consistently applied) have been established on its books and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and financial statements with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1respect thereto;
(e) To place comply with all debrisapplicable laws, wastes, disposable items, garbage rules and rubbish securely wrapped regulations of all governmental authorities in waterproof bags in the receptacles designated thereforall material respects;
(f) To keep apply for and continue in force with reputable insurance companies adequate insurance covering risks of such types and in such amounts as are customary for companies of similar size as the interior Company and its Subsidiaries and engaged in similar lines of business as the Demised Premises including the flooring Company and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofits Subsidiaries;
(g) To use maintain proper books of record and account which present fairly in all material respects its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with GAAP; and
(h) reserve and keep available out of the Demised Premises authorized but unissued shares of Common Stock, solely for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit providing for the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories exercise of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions Warrant, such number of the Building shares of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant Common Stock as shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require equal the number of shares sufficient to be laid and fixed in and lead through permit the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation exercise of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesWarrant.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Wabash National Corp /De), Investor Rights Agreement (Wabash National Corp /De)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord Except as follows:-
(a) To punctually pay the Rent reserved, the Deposit, and all other sums payable under otherwise expressly permitted or required by this Agreement and/or in respect of the Demised Premises in the manner aforesaid;
(b) To pay or as and when required by applicable Law, during the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination pendency of this Agreement, to peaceably surrender Legacy shall and yield up unto the Landlord the whole shall cause each of the Demised Premises and every part thereof Legacy Subsidiaries to:
(A) Maintain its corporate existence in good standing;
(B) Use commercially reasonable efforts to maintain the general character of its business and substantial repairconduct its business in its ordinary and usual manner consistent with past practices;
(C) Extend credit only in material compliance with lending policies and practices existing on the date hereof;
(D) Use commercially reasonable efforts to preserve its business organization intact; to retain the services of its present employees, order officers, directors and condition agents; to retain its present customers, depositors, suppliers and correspondent banks; and to preserve its goodwill and the goodwill of its suppliers, customers and others having business relationships with it;
(E) Maintain all offices, machinery, equipment, materials, supplies, inventories and Properties owned, leased or used by it (whether under its control or the control of others) in all respects (having regard to their condition at the commencement of this Agreement) good operating repair and clean and free from rubbish (damage by firecondition, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable ordinary wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(eF) To place Timely file all debristax returns required to be filed by it and promptly pay all taxes, wastesassessments, disposable itemsgovernmental charges, garbage duties, penalties, interest and rubbish securely wrapped fines that become due and payable, except those being contested in waterproof bags in the receptacles designated thereforgood faith by appropriate proceedings;
(fG) To keep Continue to identify, monitor, classify and treat all assets in substantially the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant same manner as it has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where past and in accordance with applicable Law and its policies, procedures and practices existing on the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofdate hereof;
(gH) To use the Demised Premises Account for the purpose of an administrative office but not limited to administration, computer, data and communication centerall transactions in accordance with GAAP;
(hI) To permit the Landlord Perform all of its material obligations under contracts, leases and documents relating to or affecting its agents with or without workmen assets, Properties and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they business, except such obligations as it may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s feesgood faith reasonably dispute;
(iJ) Forthwith to repair Maintain and amend keep in a proper full force and workmanlike manner any defects effect, in respect of the Demised Premises for which the Tenant is liable all material respects, presently existing insurance coverage and of which written notice shall be given to the Tenant or left at the Demised Premises;give all notices and present all claims under all insurance policies in due and timely fashion; and
(jK) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises Timely file all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require reports required to be laid and fixed filed with Governmental Authorities which shall conform, in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wiresmaterial respects, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesapplicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Prosperity Bancshares Inc), Agreement and Plan of Reorganization (LegacyTexas Financial Group, Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord as follows:-
(aSubject to Section 24(a) To punctually pay the Rent reservedhereof, the DepositCompany, jointly and all other sums payable under this Agreement and/or in respect severally, agrees that, for the duration of the Demised Premises Restructuring Support Period, unless otherwise consented to or waived in the manner aforesaid;
(b) To pay as and when required writing by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenantsRequisite Supporting Noteholders, the Landlord Company shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;efforts to:
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of file the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised PremisesRegistration Statements by January 29, 2021;
(jii) Upon reasonable notice enter into a definitive agreement between the Company and PNC (the “PNC Support Agreement”) on or before February 11, 2021, which shall be in form and substance reasonably acceptable to permit the Landlord its agents with or without workmen and others Requisite Supporting Noteholders, pursuant to lay and fix in and lead through the Demised Premises all such wireswhich PNC agrees to, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and (A) for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation duration of the TenantRestructuring Support Period, (x) support the Landlord shall consult consummation of the Tenant before such works are implementedRestructuring Transactions and (y) not object to, delay, impede, or take any other action to interfere with implementation of the Restructuring Transactions, and (B) at the Closing, enter into the Credit Agreement Amendment; ;
(kiii) To keep clean use reasonable best efforts to cause the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all timesRegistration Statements to become effective as soon as practicable following filing;
(liv) To alter any window or other displays or merchandise immediately upon notice by commence the Landlord of its reasonable opinion that such displays or merchandise will impair Exchange Offer and solicit the name, reputation or standing Consents as soon as practicable following the effectiveness of the Building;
(m) To obtain Registration Statements, and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules Exchange Offer and regulations prescribed by solicit the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be Consents in accordance with Applicable Law, consistent with the covenants terms of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the soonerAgreement;
(v) To employ competent personsthe Company shall, in accordance with Applicable Law and its relevant Organizational Documents, cause the Special Meeting to be duly called and held as promptly as reasonably practicable for the purpose of obtaining the Stockholder Approvals and shall use commercially reasonable efforts to obtain the Stockholder Approvals. The Board of Directors shall recommend approval of the Stockholder Approvals. In connection with such meeting, the Company (i) shall prepare and file with the SEC its preliminary proxy statement by January 18, 2021, shall use its commercially reasonable efforts to thereafter file its definitive proxy statement as promptly as practicable taking into account applicable SEC regulations and SEC staff comments, if any, and shall thereafter mail such definitive proxy statement to its stockholders as promptly as practicable (the preliminary proxy statement and the definitive proxy statement are referred to herein is the “Company Proxy Statements”), (ii) shall use its commercially reasonable efforts to obtain the necessary approvals by its stockholders of the Company Stockholder Approvals, and (iii) shall otherwise comply with all legal requirements applicable to such meeting. The Company has been advised that all of its directors and executives currently intend to vote all shares owned by them in favor of the Company Stockholder Approvals. The Company shall provide the Requisite Supporting Noteholders with a reliable firm copy of the preliminary proxy statement and all modifications thereto prior to filing or company acceptable delivery to the Landlord to regularly clean SEC and shall consult with the Demised Premises including Requisite Supporting Noteholders in connection therewith. The Company shall notify the maintenance Requisite Supporting Noteholders promptly of the flooringreceipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the preliminary proxy statement or for additional information and shall supply the Requisite Supporting Noteholders with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the preliminary proxy statement or the Restructuring Transactions. If at any time prior to the Special Meeting there shall occur any event that should be set forth in an amendment or supplement to the Company Proxy Statements, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Company Proxy Statements, or any amendment or supplement thereto, to which the Requisite Supporting Noteholders reasonably and timely object;
(wvi) To keep (A) support, pursue, and take in good faith all necessary and appropriate actions to facilitate and cause the stock-in-trade implementation and other fixtures belonging consummation of the Restructuring Transactions, including negotiating in good faith to obtain the consent and cooperation of the Required Lenders and stockholders with respect to the Tenant affixed Restructuring Transactions, within the time frames contemplated by this Agreement (including within the deadlines set forth in Section 6); and (B) otherwise satisfy the conditions set forth in the Restructuring Documents;
(vii) upon request, inform the Supporting Noteholders of the level of participation by the holders of the Existing Second Lien Notes in the Exchange Offer;
(viii) obtain any required regulatory or third-party approvals for the Restructuring Transactions;
(ix) (A) complete or deliver to the Demised Premises insured against loss or damage respective collateral agents all filings and recordings and take all other similar actions that are required in connection with the perfection of the security interests contemplated by fire from time this Agreement and the Restructuring Documents, and (B) take all actions necessary to time during the Termmaintain in full force and effect such security interests;
(x) To pay for promptly notify the cost Supporting Noteholders of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed any breach by the Landlord or any other party managing Company of which the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims Company has knowledge in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies obligations, representations, warranties, or covenants set forth in this Agreement by furnishing written notice to the Landlord and shall keep the Landlord notified in the event Supporting Noteholders within three (3) Business Days of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount actual knowledge of such insurance coveragebreach;
(ddxi) To promptly notify the Supporting Noteholders of (A) the occurrence, or failure to occur, of any event of which the Company is aware which occurrence or failure would be responsible for likely to cause any condition precedent in the locking Restructuring Documents not to occur or become impossible to satisfy; (B) receipt of any written notice from any third party alleging that the consent of such party is or may be required in connection with the Restructuring Transactions; (C) any notice or other communication from any Governmental Authority in connection with the Restructuring Transactions; and securing (D) any action commenced, or, to the knowledge of all doors such party, threatened, relating to or involving or otherwise affecting the transactions contemplated by the Restructuring Transactions;
(xii) preserve its businesses and windows assets, other than those assets to be sold as part of the Demised Premises at all timesannounced INOVA Transaction, maintain its operating assets in their present condition (ordinary wear and tear excepted), and maintain its existing insurance coverage; and
(xiii) conduct its respective businesses in the ordinary course consistent with past practice; provided that if the Company determines that operation of the business in the ordinary course is not advisable due to potential health or safety concerns related to COVID-19, such determination shall not be a breach of this Section 5(a).
Appears in 2 contracts
Samples: Restructuring Support Agreement (Ion Geophysical Corp), Restructuring Support Agreement (Ion Geophysical Corp)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord as follows:-
(a) To punctually pay The Obligor shall, as soon as available, but in any event within 90 days after the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or in respect end of each fiscal year of the Demised Premises in Obligor, provide to the manner aforesaid;Holders, a copy of the balance sheet of Obligor as at the end of such year and the related statements of income.
(b) To pay The Obligor shall, as soon as available, but in any event within 60 days after the end of each fiscal quarter of the Obligor, provide to the Holders (i) a reasonably detailed report showing all revenues received by Obligor from GECM pursuant to the Profit Agreement, and when required by the Landlord an additional sum over and above the Rent hereby reserved (ii) all expenses of Obligor, in each case, in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;calendar quarter.
(c) To pay all charges for electricityThe Obligor shall promptly deliver to the Holder, waterin form and substance satisfactory to the Holders, telephonecopies of (i) any audit reports, sewerage and any other services supplied management letters or recommendations submitted to or consumed separately on the Demised Premises and to enter into separate contracts Obligor by accountants in connection with the relevant authorities accounts or corporation for books of the provision Obligor, (ii) each annual report, financial statement, report or communication sent to any member or manager of these services;the Annex 1-5 Obligor, and (iii) such additional information regarding the business, financial legal or corporate affairs of the Obligor that the Holder may request.
(d) At The Obligor shall promptly notify the expiration Holder of (i) the occurrence of any Event of Default, (ii) of any matter that could reasonably be expected to have a Material Adverse Effect, or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at iii) the commencement of any actions, suits, proceedings, claims or disputes affecting the Obligor that could reasonably be expected to have a Material Adverse Effect. Each notice pursuant to this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby Section shall be deducted from made setting forth all reasonably requested detail requested by the Deposit. Should Holder but the Deposit Obligor shall not be inadequate for this purpose, the Tenant shall pay required to the Landlord, on demand, all sums due and owing under this Clause 5.1;waive attorney client privilege or other evidentiary privilege in connection therewith.
(e) To place The Obligor shall promptly pay and discharge as the same shall become due and payable, all debrisits obligations and liabilities, wastesincluding (a) all tax liabilities, disposable itemsassessments and governmental charges or levies upon it or its properties or assets, garbage unless the same are being contested in good faith by appropriate proceedings diligently conducted and rubbish securely wrapped adequate reserves in waterproof bags accordance with GAAP are being maintained by the Obligor; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all indebtedness, as and when due and payable, but subject to any subordination provisions contained in the receptacles designated therefor;any instrument or agreement evidencing such Indebtedness.
(f) To keep The Obligor shall preserve, renew and maintain in full force and effect its legal existence and good standing under the interior laws of the Demised Premises including the flooring State of Delaware; (b) take all action to maintain all rights, privileges, permits and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save licenses necessary or desirable in the case normal conduct of fire where the insurance moneys are rendered irrecoverable in consequence its business and (c) preserve or renew any of the act or default of the Tenant) to the reasonable satisfaction of the Landlord Obligors registered patents, trademarks, trade names and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;service marks.
(g) To use The Obligor shall comply in all respects with the Demised Premises for the purpose requirements of an administrative office but not limited all laws and all orders, writs, injunctions and decrees applicable to administrationit or to its business or property, computerexcept in such instances in which such requirement of law or order, data and communication center;writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted.
(h) To permit The Obligor shall maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the Landlord assets and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories business of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;Obligor.
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect The Obligor shall permit representatives of the Demised Premises for which the Tenant is liable Holders to examine its corporate, financial and of which written notice shall be given operating records, and make copies thereof or abstracts therefrom, and to the Tenant or left discuss its affairs, finances and accounts with its directors, officers, and accountants, all at the Demised Premises;expense of the Obligor and at such reasonable times during normal business hours and as often as may be reasonably desired. The Obligor shall not be required to waive attorney client privilege or other evidentiary privilege in connection therewith.
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice This Note has been extended by the Landlord of its reasonable opinion that such displays or merchandise will impair Holders solely in connection with the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made transactions contemplated by the Landlord or its duly authorised agents for the proper management Separation Agreement and not in contravention of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesapplicable law.
Appears in 2 contracts
Samples: Separation Agreement, Separation Agreement (Great Elm Capital Group, Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants During the period from the Agreement Date to the Effective Time, except as expressly provided in this Agreement or with the Landlord as follows:-
(a) To punctually pay the Rent reservedwritten consent of FENB, the Depositwhich consent will not be unreasonably withheld, CUNB and all other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaid;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;CUB will:
(i) Forthwith operate their respective businesses, in the usual, regular and ordinary course of business; use commercially reasonable efforts to repair preserve intact their business organization, employees and amend in a proper advantageous customer relationships and workmanlike manner any defects in respect to continue to develop such customer relationships and retain the services of the Demised Premises for which the Tenant is liable its officers and of which written notice shall be given to the Tenant or left at the Demised Premiseskey employees;
(jii) Upon reasonable notice to permit the Landlord its agents with or without workmen maintain and others to lay keep their properties in as good repair and fix in and lead through the Demised Premises all such wires, cables and ducts condition as at present except for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises obsolete properties and for the general purposes of repairing removing deterioration due to ordinary wear and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implementedtear;
(kiii) To keep clean the Demised Premises maintain in full force and be responsible for the locking effect insurance comparable in amount and securing scope of the doors and windows of the Demised Premises at all timescoverage to that now maintained by it;
(liv) To alter any window or other displays or merchandise immediately upon notice by the Landlord perform in all material respects all of its reasonable opinion that their obligations under contracts, leases and obligations relating to and affecting their assets, properties and businesses except such displays or merchandise will impair the name, reputation or standing of the Buildingobligations as it may in good faith reasonably dispute;
(mv) To maintain their respective rights and franchises; and voluntarily take no action which would (A) result in CUNB or CUB incurring material losses; (B) adversely affect the ability of the parties to obtain any Regulatory Approval or other approvals of Governmental Entities required for the transactions contemplated hereby or materially increase the period of time necessary to obtain such approvals, or (C) adversely affect their ability to perform their covenants and agreements under this Agreement;
(vi) maintain at the TenantCUB’s own expense ALLL substantially in accordance with past practices and methodology and GAAP;
(vii) charge off all licencesloans, permits, registration, approvals leases and other consents for the conduct of the permitted assets, or portions thereof, deemed uncollectible or classified as “loss” in accordance with GAAP or applicable Law or regulation, or as directed by its regulators;
(viii) substantially comply with and perform all material obligations and duties imposed upon it by all federal and state laws, statutes and rules, regulations and orders imposed by any Governmental Entity applicable to its business;
(nix) To observe timely make all Regulatory Filings and conform any other filings required to be filed with any applicable Bank Regulator or Governmental Entity and will comply in all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management material respects with all of the Building applicable rules enforced or promulgated by any Bank Regulator or Governmental Entity with which it any Regulatory Filing or any other filings will be filed and notified by none will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Landlord statements therein, in light of the circumstances under which they will be made, not misleading. Any financial statement contained in any such Regulatory Filing, or its duly authorised agent other filing that is intended to present the financial position of CUNB and CUB will fairly present the financial position of CUNB and CUB and will be prepared in accordance with GAAP consistently applied during the periods involved or, to the Tenantextent then required, the applicable accounting procedures required by any Bank Regulator or Governmental Entity with which such Regulatory Filing or other filing will be filed;
(ox) To cause take all the employees, agents and invitees corporate action necessary to: (A) reserve for issuance a sufficient number of the Tenant shares of CUNB Common Stock for delivery upon exercise of any Replacement Options exchanged for FENB Continuing Options pursuant to conduct themselves so as to accord Section 3.4.2; (B) register with the reasonable rules and regulations prescribed by the Landlord SEC on Form S-3 or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any OrdinanceForm S-8, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3or any successor or other appropriate forms) years or during and to the last year extent then required, the shares of CUNB Common Stock issuable upon exercise of such Replacement Options; and (C) maintain the Tenancy whichever shall be the soonereffectiveness of such registration statement for so long as any of such Replacement Options remain outstanding;
(vxi) To employ competent persons, a reliable firm or company acceptable take all corporate action necessary to cause to be nominated for election to the Landlord to regularly clean CUNB Board at the Demised Premises including the maintenance next two annual meeting of the flooring;shareholders of CUNB, among others, the FENB Directors; and
(wxii) To keep take all corporate action necessary to: (A) authorize the stock-in-trade CUNB Preferred Stock; and other fixtures belonging (B) authorize the issuance of the CUNB Preferred Stock to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings United States Treasury in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use replacement of the car park space(s) provided FENB Preferred Stock, subject to and on the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice terms set forth in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesthis Agreement.
Appears in 2 contracts
Samples: Merger Agreement (CU Bancorp), Merger Agreement (CU Bancorp)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord So long as follows:-any amount is unpaid hereunder, Borrower will:
(a) To punctually pay the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or keep proper books of account in respect of the Demised Premises manner in the manner aforesaidaccordance with generally accepted accounting principles;
(b) To pay as permit, upon written notice and when required during normal business hours, inspections and audits by Lender or by Lender's agents of all books, records and papers in the Landlord an additional sum over custody or control of Borrower or of others relating to any security for the obligations hereunder or Borrower's or any of its subsidiaries financial or business condition, including the making of copies thereof and above the Rent hereby reserved in respect abstracts therefrom and inspection and appraisal of any increase in municipal of Borrower's or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingits subsidiaries' assets;
(c) To pay all charges for electricityat the request of the Lender, waterdeliver to Lender financial information in such form and detail and at such times as are satisfactory to Lender, telephoneincluding, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these serviceswithout limitation, Borrower's quarterly financial statements;
(d) At promptly pay all taxes, assessments and other governmental charges due from Borrower or its subsidiaries; provided however, that nothing herein contained shall be interpreted to require the expiration or sooner determination payment of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof any such tax so long as its validity is being contested in good faith and substantial repair, order and condition in all respects (having regard Borrower maintains adequate reserves with respect to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1such tax;
(e) To place keep adequately insured at all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefortimes with responsible insurance carriers against liability on account of damage to persons or property;
(f) To keep the interior promptly inform Lender of the Demised Premises including commencement of any action, suit, proceeding or investigation against Borrower or any of its subsidiaries, or the flooring making of any counterclaim against Borrower or any of its subsidiaries in any action, suit or proceeding and interior plaster of all liens against any of Borrower's or any of its subsidiaries' property, and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences occurrence of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofhereunder;
(g) To use the Demised Premises for the purpose of an administrative office but not limited pay all indebtedness to administration, computer, data Lender and communication center;to third parties when due; and
(h) To permit the Landlord maintain Borrower's and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord each of its reasonable opinion that such displays or merchandise will impair the namesubsidiaries' corporate existence, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules applicable laws and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient all property useful and adequate insurance coverage with reputable insurance companies covering the risksnecessary in Borrower's business in good repair and operating condition, inter alia, the Tenant’s goods ordinary wear and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timestear excepted.
Appears in 2 contracts
Samples: Business Loan and Security Agreement (Integrated Transportation Network Group Inc), Business Loan and Security Agreement (Integrated Transportation Network Group Inc)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord So long as follows:-
(a) To punctually pay the Rent reservedthere is a Qualified Holder, unless otherwise consented to by each Qualified Holder, the DepositCompany will, and all other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaid;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other will cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;each Subsidiary to:
(i) Forthwith at all times cause to repair be done all things necessary to maintain, preserve and amend in a proper renew its corporate existence and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable all material licenses, authorizations and of which written notice shall be given permits necessary to the Tenant or left at the Demised Premisesconduct of its businesses;
(jii) Upon reasonable notice to permit the Landlord maintain and keep its agents with or without workmen properties in good repair, working order and others to lay condition (ordinary wear and fix in tear excepted), and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to make all necessary or desirable repairs, renewals and replacements, so that its businesses may be laid properly and fixed advantageously conducted at all times in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implementedmaterial respects;
(kiii) To keep clean pay and discharge when payable all taxes, assessments and governmental charges imposed upon its properties or upon the Demised Premises income or profits therefrom (in each case before the same becomes delinquent and be responsible before penalties accrue thereon) and all claims for labor, materials or supplies which if unpaid might by law become a lien upon any of its properties, unless and to the locking and securing of extent that the doors and windows of the Demised Premises at all timessame are being contested in good faith;
(liv) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all other material provisions of any material contract or agreement to which it is a party or by which it is bound, whether oral or written, express or implied, and pay all material obligations which it has incurred or may incur pursuant to any such requirements contract or agreement as may be imposed on an occupier by any Ordinancesuch obligations become due, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for unless and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to extent that the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make same are being contested in good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the soonerfaith;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directionsapplicable laws, rules and regulations laid down by of all governmental authorities, the Landlord from time violation of which might reasonably be expected to timehave a material adverse effect upon the financial condition, operations or business prospects of the Company or any Subsidiary;
(aavi) To take all reasonable precautions to keep the Demised Premises or any part thereof free apply for and continue in force with good and reputable insurance companies adequate insurance covering risks of termites, rats, mice, cockroaches or any other pests or vermin such types and animals. The Landlord may require the Tenant to employ at the Tenant’s cost in such pest extermination contractors amounts as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice are customary for well-insured corporations of similar size engaged in writing in one or more similar lines of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(iivii) make all required filings under the alteration of Xxxx-Xxxxx-Xxxxxx Act for all acquisitions by the name of the business of the Tenant;Company or any Subsidiary; and
(iiiviii) the assignmentmaintain proper books of record and account which fairly present its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with generally accepted accounting principles, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesconsistently applied.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Global Imaging Systems Inc), Investor Purchase Agreement (Global Imaging Systems Inc)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Subject to the Landlord as follows:-
(a) To punctually pay terms and conditions herein, for the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or in respect duration of the Demised Premises in the manner aforesaid;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby grantedRestructuring Support Period, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;each Consenting Creditor shall:
(i) Forthwith use commercially reasonable efforts to repair support and amend in a proper and workmanlike manner any defects in respect of complete the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance Restructuring and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein transactions contemplated under this Agreement contained and (it being understood that the Consenting Creditors shall not be required to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At incur any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord costs, expenses, or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixturesliability in connection therewith), fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possibleMilestones;
(uii) To redecorate (A) negotiate in good faith the Definitive Documentation and to repaint with at least two (2B) coats exercise any and all necessary and appropriate rights, and execute and deliver any and all necessary and appropriate documentation, including any direction letters, in each case, in its capacity as a holder of good quality emulsion paint all those parts Claims in furtherance of the Demised Premises as may Restructuring and the Definitive Documentation;
(iii) timely vote (when solicited to do so in accordance with this Agreement after receipt of a Disclosure Statement approved by the Bankruptcy Court and by the applicable deadline for doing so) all of its Participating Claims to accept the Plan and not to change or withdraw such vote prior to the voting deadline to accept or reject the Plan; provided that upon termination of this Agreement in accordance with the terms hereof, no Consenting Creditor shall be emulsion painted or painted as the case may be once obligated to vote in every three (3) years or during the last year favor of the Tenancy whichever shall be Plan (and their respective treatment thereunder), and each Consenting Creditor may, acting individually, withdraw or revoke its tender, consent, election, or vote with respect to the soonerPlan (and upon such revocation, deemed void ab initio);
(iv) use commercially reasonable efforts to support the Company in obtaining any and all required governmental, regulatory, licensing, Bankruptcy Court, or other approvals (including, without limitation, any necessary third-party consents) necessary to implement and/or consummate the Restructuring;
(v) To employ competent personsconsent to those actions contemplated by this Agreement or otherwise required to be taken to effectuate the Restructuring, a reliable firm or company acceptable including entering into all documents and agreements necessary to consummate the Landlord to regularly clean the Demised Premises including the maintenance of the flooringRestructuring;
(wvi) To keep promptly notify the stockCompany, in writing, of any material governmental or third-in-trade and other fixtures belonging party complaints, litigations, investigations, or hearings (or written communications indicating that the same may be contemplated or threatened) delivered to such Consenting Creditor or to which such Consenting Creditor is a party, in each case with respect to the Tenant affixed Restructuring;
(vii) use commercially reasonable efforts to support the Company in lifting or otherwise reversing the effect of any injunction or other order or ruling of a court or regulatory body that would impede the consummation of the Restructuring;
(viii) upon request by the Company and/or their advisors, promptly provide, through the Ad Hoc Group Professionals, the Company or the Company’s advisors the aggregate principal amount of all Claims held by such Consenting Creditor against the Company or affiliates, on an issuance-by-issuance basis as of the date of such request;
(ix) to the Demised Premises insured against loss or damage extent applicable, (A) not to opt-out of any third-party release contemplated by fire from time the Plan and/or (B) opt-in to time during any third-party release contemplated by the Term;Plan; and
(x) To pay for promptly notify or update the cost Company upon becoming aware (A) of replacing fluorescent tubesa breach by such Consenting Creditor of their obligations under this Agreement, electricity light bulbs and small light component fittings in the Demised Premises;
(yB) To pay such deposits and parking fees from time to time imposed by the Landlord that a Creditor Termination Event has occurred, or (C) of any developments or any other party managing case or controversy that has been commenced or may be commenced against the car park for the use Company or any of the car park space(s) provided Consenting Creditors that would reasonably be expected to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises impede or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more prevent consummation of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesRestructuring.
Appears in 2 contracts
Samples: Restructuring Support Agreement, Restructuring Support Agreement
AFFIRMATIVE COVENANTS. The Tenant hereby Borrower affirmatively covenants with the Landlord that so long as follows:-
(a) To punctually pay the Rent reservedany loans, the Deposit, and all other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaid;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal obligations or other taxes liabilities remain outstanding or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed unpaid to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works Bank or the making commitment of such replacements then Bank hereunder is in effect, it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;will:
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may A. Furnish Bank from time to time reasonable require to be laid such financial statements and fixed in information as Bank may reasonably request and lead through inform Bank immediately upon the Demised Premises and for the general purposes occurrence of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implementeda material adverse change therein;
(k) To keep clean B. Permit representatives of Bank to conduct an audit of Borrower's books and records relating to the Demised Premises Collateral and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of make extracts therefrom, with results satisfactory to Bank, provided that Bank shall use its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for best efforts to not interfere with the conduct of Borrower's business, and to the permitted businessextent possible to arrange for verification of the Accounts directly with the account debtors obligated thereon or otherwise, all under reasonable procedures acceptable to Bank and at Borrower's sole expense;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord C. Promptly notify Bank of any attachment or its duly authorised agents for the proper management other legal process levied against any of the Building Collateral and notified any information received by the Landlord or its duly authorised agent Borrower relative to the TenantCollateral, including the Accounts, the account debtors or other Persons obligated in connection therewith, which may in any way affect the value of the Collateral or the rights and remedies of Bank in respect thereto;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent D. Reimburse Bank upon demand for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or legal costs, including reasonable attorneys' fees, and other facilities made available expense incurred in collecting any sums payable by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by Borrower under any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises Loan Account or any other part obligation secured hereby enforcing any term or provision of this Loan Agreement or otherwise or in the checking, handling and collection of the Building or Collateral and the preparation and enforcement of any adjacent or neighbouring premises or to any person caused by any act omission default or negligence agreement relating thereto;
E. Notify Bank of the Tenant or the employees, agents or licensees each location and of the Tenant and to pay and make good each office of Borrower at which records of Borrower relating to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised PremisesAccounts are kept;
(t) At F. Provide, maintain and deliver to Bank policies insuring the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured Collateral against loss or damage by fire from time such risks and in such amounts, forms and companies as Bank may require (to time during the Termextent customarily maintained by businesses similar to Borrower) and with loss payable to Bank, and, in the event Bank takes possession of the Collateral, the insurance policy or policies and any unearned or returned premium thereon shall at the option of Bank become the sole property of Bank, such policies and the proceeds of any other insurance coveting or in any way relating to the Collateral, whether now in existence or hereafter obtained, being hereby assigned to Bank;
(x) To G. In the event the unpaid balance of any Loan Account shall exceed the maximum amount of outstanding loans to which Borrower is entitled under Section 1 hereof, as applicable, Borrower shall immediately pay to Bank for credit to such Loan Account the amount of such excess;
H. Maintain and preserve all rights, franchises and other authority adequate and necessary for the cost conduct of replacing fluorescent tubes, electricity light bulbs its business and small light component fittings maintain and preserve its existence in the Demised PremisesState of its incorporation and any other state(s) in which Borrower conducts its business, except with respect to such other state(s), as the failure to do so would not have a Material Adverse Effect;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, I. Maintain public liability, property damage and workers compensation insurance and insurance on all its insurable property against fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid hazards with responsible insurance policies carriers to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all times.extent usually maintained
Appears in 2 contracts
Samples: Loan Agreement (Extricity Inc), Loan Agreement (Extricity Inc)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants Unless Deere otherwise consents in writing, while this Agreement is in existence, Borrower shall:
A. Maintain its existence and good standing in the jurisdiction of its incorporation or formation;
B. Qualify and remain qualified to transact business wherever such qualification is required and obtain and maintain all licenses, certificates, permits and authorizations that are material to its business or required by law, rule, regulation, code, orders or other governmental requirement (the “Laws”);
C. Comply in all material respects with all applicable Laws (including, without limitation), environmental laws and all Laws relating to patron or member investment program that Borrower may have;
D. Cause all persons occupying or present on any property of Borrower to comply in all material respects with all environmental Laws;
E. Maintain insurance with companies satisfactory to Deere in such amounts and covering such risks as are customarily carried by companies engaged in the Landlord as follows:-
(a) To punctually pay the Rent reserved, the Depositsame or similar business and similarly situated, and all other sums payable under this Agreement and/or in respect of the Demised Premises make such increases in the manner aforesaidamount or type of coverage as Deere may request;
(b) To pay as F. Cause all insurance policies covering any collateral to have loss payable clauses or endorsements in form and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed content acceptable to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the BuildingDeere;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof G. Maintain its property in good and substantial repairworking condition, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable ordinary wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior H. Keep books of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be account in accordance with generally accepted accounting principles (“GAAP”) consistently applied;
I. Permit Deere, or its agents, to inspect the covenants properties, books and records of the Tenant herein this Agreement contained Borrower and to discuss Borrower’s affairs, finances and accounts with all locks its directors, employees, and keys complete or independent certified public accountants;
J. Borrower will have an excess of current assets over current liabilities, working capital, (both as determined in accordance with GAAP consistently applied) of not less than $1,000,000 at the request end of the Landlord each period for which financial statements are required to restore the Demised Premises to be furnished hereunder.
K. Borrower will have an excess of total assets over total liabilities, net worth, (both as near to its original state determined in accordance with GAAP consistently applied) plus a Guaranty Amount from FCStone Group, Inc. that shall not be less than $3,000,000 at the commencement end of each interim period for which financial reports are required herein and not less that $3,500,000 at the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats end of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last each fiscal year of the Tenancy whichever shall be Borrower.
L. Borrower will not release margin deposits required under the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to Sale/Repurchase Program until such time as payment has been received from the Landlord to regularly clean the Demised Premises including the maintenance settlement of each respective Sale/Repurchase contract entered into; except for that portion of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging margin deposits that may be required to the Tenant affixed be paid out to the Demised Premises insured against loss or damage by fire from time enable all parties in interest to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings remain in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply compliance with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesgoverning amounts required.
Appears in 2 contracts
Samples: Master Loan Agreement, Master Loan Agreement (FCStone Group, Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Transferor and ICP (in its capacity as a Seller, as Guarantor and as Initial Servicer) each severally covenant and agree that, until the Landlord as follows:-Certificate has been paid in full, it will:
(a) To punctually pay the Rent reserved, the Deposit, duly and timely perform all other sums payable of its covenants and obligations under this Agreement and/or in respect of the Demised Premises in the manner aforesaideach Transaction Document to which it is a party;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed with reasonable promptness deliver to the Demised Premises over and above Purchaser such information, documents, records or reports respecting the amount levied and imposed at Program or the commencement of Receivables as the Tenancy hereby granted, such additional sum shall be a sum proportionate Purchaser may from time to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingtime reasonably request;
(c) To pay all charges for electricityat the same time any report (including any Daily Report, waterMonthly Report or annual auditors' report), telephonenotice or other document is provided, sewerage and any other services supplied or caused to be provided, by Transferor or consumed separately on Servicer to Trustee under the Demised Premises and to enter into separate contracts Pooling Agreement, provide the Purchaser with a copy of the relevant authorities or corporation for the provision of these servicesreport;
(d) At during regular business hours and (so long as no Early Amortization Event has occurred and is continuing) upon two Business Days prior written notice, permit the expiration Purchaser (or sooner determination of this Agreementsuch other Person as the Purchaser may designate from time to time), to peaceably surrender and yield up unto or their respective agents or representatives (including certified public accountants or other auditors), at the Landlord the whole expense of the Demised Premises Servicer paid out of the Servicing Fee, (i) to examine and every part thereof in good make copies of and substantial repairabstracts from, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demandconduct accounting reviews of, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags Records in the receptacles designated therefor;
(f) To keep possession or under the interior control of the Demised Premises Servicer, Transferor or any Seller, including the flooring related Contracts and interior plaster purchase orders, invoices and other surface material on walls agreements related thereto, and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenantii) to visit the reasonable satisfaction offices and properties of the Landlord and Servicer, Transferor or any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises Seller for the purpose of an administrative office examining such materials described in clause (i), and to discuss matters relating to the Receivables or the Related Transferred Assets or the performance by Servicer, Transferor or any Seller of their respective obligations under any Transaction Document with any officer, employee or representative of Servicer, Transferor or any Seller. The Purchaser may (but shall not limited to administrationbe obligated to) conduct, computer, data and communication center;
(h) To permit the Landlord and or cause its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice representatives to enter upon the Demised Premises and to view the condition thereof and to take inventories conduct, reviews of the Landlord’s fixtures therein and to do structural or external repairs on types described in this paragraph (each such review, a "Receivables Review") whenever the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised PremisesPurchaser, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that judgment, deems any such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesreview appropriate.
Appears in 2 contracts
Samples: Certificate Purchase Agreement (International Comfort Products Corp), Certificate Purchase Agreement (International Comfort Products Corp)
AFFIRMATIVE COVENANTS. The Tenant Seller hereby covenants and agrees with the Landlord Company and the Merger Sub that, except (i) as follows:-permitted by this Agreement, (ii) as disclosed in the Seller Disclosure Schedule, (iii) as required by Law or a Governmental Authority of competent jurisdiction, provided, that prior to failing to take any such action, the Seller notifies the Company thereof and to the extent required by the Company, uses its reasonable best efforts to take any such action otherwise subject to such Law or Governmental Authority, or (iv) as otherwise consented to in writing by the Company, during the period from the date hereof to the earlier of the Effective Time or the termination of this Agreement pursuant to Article VIII, the Seller will, and the Seller will cause each Seller Subsidiary, to:
(a) To punctually pay the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or in respect of the Demised Premises operate its business only in the manner aforesaidusual, regular and ordinary course consistent with past practices;
(b) To pay as use its reasonable best efforts to preserve intact its business organization and when required by assets, maintain its rights and franchises, retain the Landlord an additional sum over services of its officers and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied key employees and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together maintain its relationships with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingcustomers;
(c) To pay all charges for electricityuse its reasonable best efforts to maintain and keep its properties which are necessary to the operation of its business in good repair and condition as at present, water, telephone, sewerage ordinary wear and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these servicestear excepted;
(d) At cooperate with the expiration Company in its efforts to obtain information and title insurance with respect to real property owned or sooner determination of this Agreement, to peaceably surrender and yield up unto leased by the Landlord the whole Seller or any of the Demised Premises Seller Subsidiaries, including, without limitation, efforts to communicate with and every part thereof in good obtain Consents and/or estoppels from landlords and substantial repairtenants, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall execution and delivery as of the Effective Time of standard title affidavits, deeds and other documents as may be deducted from reasonably necessary to reflect the Deposit. Should transaction in the Deposit be inadequate for this purpose, real estate records of the Tenant shall pay states in which real property is located and/or to the Landlord, on demand, all sums due and owing under this Clause 5.1obtain title insurance;
(e) To place all debris, wastes, disposable items, garbage use its reasonable best efforts to keep in full force and rubbish securely wrapped effect director and officer liability insurance comparable in waterproof bags in amount and scope of coverage to that now maintained by it (the receptacles designated therefor“Existing D&O Policy”);
(f) To keep the interior of the Demised Premises including the flooring perform in all material respects all obligations required to be performed by it under all material Contracts relating to or affecting its assets, properties and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofbusiness;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data comply with and communication center;perform in all material respects all obligations and duties imposed upon it by all applicable Laws; and
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and not to take inventories of the Landlord’s fixtures therein and any action or fail to do structural or external repairs on the Demised Premises or take any action which can be expected to other portions of the Building of which they may form have a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesSeller Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (First Indiana Corp), Merger Agreement (Marshall & Ilsley Corp/Wi/)
AFFIRMATIVE COVENANTS. The Tenant hereby Borrower covenants with to Lender and agrees that until the Landlord as follows:-Loans and all other Indebtedness shall be fully paid and discharged, it will:
(a) To punctually pay Preserve and maintain its corporate existence and good standing in the Rent reservedstate of Illinois and its qualification to do business in each other country, state or province where, because of the nature of its activities or properties, the Deposit, and all other sums payable under this Agreement and/or in respect failure of Borrower to be so qualified would have a material adverse effect on its financial conditions or operations or on the security interest or rights of the Demised Premises Lender in the manner aforesaid;Collateral; and
(b) To pay as Keep its chief place of business and when required by chief executive office and the Landlord an additional sum over office where it keeps its records concerning its Accounts and General Intangibles, and the office where it keeps all originals of all chattel paper which evidence Accounts and General Intangibles, at the Borrower’s address specified above in the Rent hereby reserved in respect first paragraph of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed this Agreement, or, upon or in respect of or attributed thirty (30) days prior written notice to the Demised Premises over Lender, at such other location in the State of Illinois. The Borrower will hold and above the amount levied preserve such records and imposed at the commencement chattel paper and will permit representatives of the Tenancy hereby granted, Lender at any time during normal business hours to inspect and make abstracts from such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;records and chattel paper; and
(c) To pay Keep Borrower’s Equipment, Inventory and all charges for electricityother tangible personal property at the Borrower’s address(es) specified in Exhibit C attached hereto, wateror, telephoneupon thirty (30) days prior written notice to the Lender, sewerage and any at such other services supplied to or consumed separately on location in the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision State of these services;Illinois; and
(d) At Maintain, keep and preserve all of its properties (tangible and intangible) necessary or useful in the expiration proper conduct of its business in good working order and condition, ordinary wear and tear excepted; and
(e) Take all actions necessary or sooner determination required by law to protect and preserve the Collateral, the rights of the Borrower and Lender thereunder, and the priority of the lien granted thereby, including, without limitation, the payment of all amounts required for that purpose; and
(f) Continue to engage in a business of the same general type as now conducted by it on the date of this Agreement; and
(g) Keep adequate records and books of account, in which complete entries will be made in accordance with GAAP, reflecting all of its financial transactions; and
(h) Keep and maintain at Borrower’s own cost and expense satisfactory and complete records of the Collateral in a manner consistent with Borrower’s current business practice, including, without limitation, a record of all payments received and all credits granted with respect to such Collateral. Borrower shall, for the Lender’s further security, deliver and turn over to the Lender or the Lender’s designated representatives at any time following the occurrence of an Event of Default and upon three (3) days’ notice from the Lender or the Lender’s designated representative, any such books and records (including, without limitation, any and all computer tapes, programs and source codes relating to such Collateral in which Borrower has an interest or any part or parts thereof; in such event Lender shall provide Borrower with true and complete copies of such books and records); and
(i) Furnish Lender, from time to time, with such information relevant to this Agreement and Borrower’s performance hereunder as Lender may request; and
(j) Immediately upon the execution of this Agreement, make appropriate entries upon its books disclosing Lender’s security interest in the Collateral. Upon Lender’s request, following an Event of Default, Borrower will execute and deliver all papers and instruments, and do all things required by Lender to peaceably surrender and yield up unto the Landlord the whole facilitate collection of the Demised Premises Collateral; and
(k) Provide Lender from time to time, promptly upon request of Lender, with a comprehensive updated list of all Account Debtors of Borrower, including their current addresses and every part telephone numbers; and
(1) Advise the Lender promptly, in reasonable detail, of (i) any lien, security interest, encumbrance, or claim made by or asserted against any or all of the Collateral, and (ii) the occurrence of any other event which would have a material adverse effect on the aggregate value of such Collateral or on the security interests and liens with respect to such Collateral created hereunder; and
(m) At all times during normal business hours, upon reasonable advance notice (unless in the Lender’s reasonable judgment a rapid deterioration or loss to any Collateral is threatened, in which case no notice shall be given), permit the Lender, or any agent or representative thereof to examine and make copies of and abstracts from the records and books of account of Borrower and visit the properties of Borrower, and to discuss the affairs, finances, and accounts of Borrower with any of its officers, directors and independent accountants; and
(n) Promptly, upon the Borrower’s learning thereof, (a) inform the Lender in writing, of any material delay in Borrower’s performance of any of its obligations to any Account Debtor; and (b) furnish to and inform the Lender of all material adverse information relating to the financial condition of any Account Debtor; and
(o) Comply in all material respects with all applicable laws, ordinances, rules and regulations to which it is subject and not fail to obtain any licenses, permits, franchises, or other governmental authorizations necessary to the ownership of its properties or to the conduct of its business, which violation or failure to obtain would materially and adversely affect the business, prospects, profits, properties, condition (financial or otherwise) of Borrower, or the security interest, or rights of the Lender in the Collateral; and
(p) Promptly after the commencement thereof, give the Lender notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting Borrower, which, if determined adversely to Borrower, could have a material adverse effect on its financial condition, properties or operations; and
(q) Pay and discharge all material obligations of whatever nature, or otherwise satisfy them at or before maturity or before they become delinquent and any additional costs are imposed as a result thereof, except those contested by Borrower in good faith, with due diligence, provided the Lender’s security interest or rights in the Collateral or any portion thereof, is not, or could not be, in the Lender’s sole opinion, affected, impaired or modified; and
(r) Give the Lender written notice as soon as possible and substantial repairin any event within three (3) days after Borrower obtains knowledge of the occurrence of each Event of Default hereunder, order setting forth the details of such Event of Default and condition in all respects the action which is proposed to be taken by Borrower with respect thereto; and
(having regard s) In any suit, proceeding or action brought by the Lender with respect to their condition at any of Borrower’s Accounts or General Intangibles or other property comprising part of the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenantsCollateral, the Landlord shall carry Borrower will save, indemnify and keep the Lender harmless from and against all expenses, loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the obligor thereunder, arising out necessary works of a breach by Borrower of any obligation or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such obligor or its successors from Borrower, and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby all such obligations of Borrower shall be deducted from and shall remain enforceable against and only against Borrower and shall not be enforceable against the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;Lender; and
(et) To place Promptly after the sending or filing thereof, provide the Lender with copies of all debrisproxy statements, wastesfinancial statements, disposable itemsand reports which Borrower sends to its stockholders, garbage and rubbish securely wrapped in waterproof bags in copies of all regular, periodic, and special reports, and all registration statements which Borrower files with the receptacles designated therefor;Securities and Exchange Commission or any governmental authority which may be substituted thereof, or with any national securities exchange; and
(fu) To keep the interior of the Demised Premises including the flooring As soon as possible, and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not event within ten (10) days after service Borrower knows or has reason to know that any circumstances exist that constitute grounds entitling the PBGC to institute proceedings to terminate a Plan of Borrower subject to ERISA, and the regulations promulgated thereunder, or to appoint a Trustee to administer such Plan, or to impose withdrawal liability against Borrower, Borrower will notify the Lender in writing setting forth all relevant details and the action which Borrower proposes to take with respect thereto; and
(v) Give Lender written notice proceed diligently thirty (30) days prior to any change in Borrower’s name, mailing address, principal place of business, chief executive office, or location of the Collateral or Borrower’s books and records. Borrower further agrees to advise Lender promptly, in sufficient detail, of any substantial change relating to the type, quantity or quality of the Collateral, or any event which would have a material adverse effect on the value of the Collateral or on the lien and security interest granted to Lender herein; and
(w) Execute and deliver to Lender, concurrently with the execution of such repairs this Agreement, and at any time or works times thereafter at the reasonable request of Lender, all Financing Statements and other Collateral Documents (and pay the cost of filing and recording the same in all public offices deemed necessary by the Lender) as the Lender may request, in a form reasonably satisfactory to the Lender, to perfect and keep perfected the security interest in the Collateral granted by Borrower to the Lender or to otherwise protect and preserve the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement Collateral and the costs thereof shall be debt due from Lender’s security interest therein. Should Borrower fail to do so, the Tenant Lender is authorized to the Landlord and be forthwith recoverable by action sign any such debt shall include the LandlordFinancing Statements as Borrower’s surveyor’s or architect’s fees;agent; and
(ix) Forthwith Deliver to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord Lender forthwith upon its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all demand, such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage other collateral as the Landlord Lender may request from time to time reasonable require should the value of the Collateral decline, deteriorate, depreciate or become impaired, and Borrower shall execute such documents deemed necessary by the Lender to perfect its security interest in such other collateral; and
(y) In the event any of the Borrower’s Inventory is consigned to third persons dealing in goods of that kind, Borrower agrees to obtain and provide Lender with such Financing Statements, notices and other documents signed by Borrower and the consignees deemed reasonably necessary by Lender to insulate such consigned collateral from the claims of the consignee’s creditors; and
(z) Cause its compliance with all present and future Environmental Laws pertaining to Borrower, the Real Property, or Borrower’s business, and voluntarily to clean up all Hazardous Materials released, discharged, stored or discharged upon their discovery and to be laid fully liable to the Lender for all costs and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice expenses incurred by the Landlord of its reasonable opinion that Lender arising from such displays or merchandise will impair the nameEnvironmental Materials. The Borrower shall protect, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licencesdoes hereby agree to defend, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save hold the Lender harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against any and all actions demands claims liabilities cost loss, damage, cost, expense and expenses thereby arisingliability (including without limitation reasonable attorneys’ fees and costs) directly or indirectly arising out of or attributable to the installation, use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence of any Hazardous Materials on, under or about the Real Property, including without limitation (i) all foreseeable consequential damages; ,and (ii) the costs of any required or necessary repair, cleanup, detoxification of the Real Property; and (iii) the preparation and implementation of any closure, or remedial or other required plans. This indemnity shall survive the satisfaction, release or extinguishment of the lien of the Lender’s security interest in the Collateral; and
(saa) At any time during Keep in effect a $1,000,000.00 life insurance policy upon the three (3) calendar months immediately preceding the determination life of the Term to permit intending tenants and others X. Xxxxxxx Drecoll with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or an insurance company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To Lender and at all times keep the stock-in-trade Collateral Assignment of Life Insurance in full force and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To effect and pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesrequired policy premiums.
Appears in 2 contracts
Samples: Loan and Security Agreement (Broadwind Energy, Inc.), Loan and Security Agreement (Broadwind Energy, Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with With respect to the Landlord as follows:-operations of the New Centers and Buyer Approved Collection Centers, the Seller and its Affiliates will:
(a) To punctually pay At all times, operate the Rent reservedNew Centers and Buyer Approved Collection Centers in a reasonable and prudent manner in compliance with all Applicable Laws, the Deposit, its FDA-approved and EU-approved Standard Operating Procedures and all other sums payable under this Agreement and/or standards generally practiced in the industry, and shall also construct (with respect to the New Centers) and operate the New Centers and Buyer Approved Collection Centers in a manner that is compliant with all Regulatory Approvals, including Foreign Regulatory Approvals, and qualify for approval by the relevant regulatory authorities in the United States and the European Union. Consistent with the foregoing, the Seller shall use its reasonable efforts consistent with good business practice to preserve the goodwill of the Demised Premises in suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the manner aforesaid;Seller.
(b) To pay as Pay and when required by the Landlord an additional sum over discharge all lawful taxes, assessments and above the Rent hereby reserved in respect of any increase in municipal governmental charges or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and levies imposed upon it, upon its income and profits or upon any of its assets, before the same shall become in respect of default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, charge upon such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees properties or agents bears to the total floor area of the Building;any part thereof.
(c) To pay Do or cause to be done all charges for electricitythings necessary to preserve and keep in full force and effect its corporate existence, water, telephone, sewerage rights and any other services supplied to or consumed separately on the Demised Premises franchises and to enter into separate contracts comply in all respects with all laws, regulations and orders of each governmental authority having jurisdiction over, the relevant authorities New Centers or corporation for the provision of these services;Buyer Approved Collection Centers.
(d) At Use commercially reasonable efforts to maintain management personnel with substantially the expiration or sooner determination of this Agreement, to peaceably surrender same qualifications and yield up unto experience as the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition management personnel at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;its Existing Centers.
(e) To place Use commercially reasonable efforts to maintain, preserve, protect and keep its property, including all debrisNew Center Assets (and the assets of or related to the Buyer Approved Collection Centers), wastesin good repair, disposable itemsworking order and condition and will, garbage from time to time, make all necessary and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;reasonable repairs, renewals, replacements, betterments and improvements thereto.
(f) To keep Keep adequately insured, by financially sound reputable insurers, all New Center Assets (and the interior of assets related to the Demised Premises including the flooring and interior plaster Buyer Approved Collection Centers) and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of a character insured the Landlord in upon and belonging to same as the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;Existing Centers.
(g) To use Be the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories sole owner of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesNew Centers.
Appears in 2 contracts
Samples: Strategic Supply Agreement (Viropharma Inc), Strategic Supply Agreement (Viropharma Inc)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord Company covenants, for so long as follows:-this Agreement is in effect or any Obligations (other than contingent indemnification obligations for which no claim has been asserted) remain outstanding:
(a) To punctually pay the Rent reservedupon one business day’s prior notice (provided no notice is required if an Event of Default has occurred and is continuing), the Deposit, Purchasers or their agents shall have the right to audit and all other sums payable under this Agreement and/or in respect of copy the Demised Premises in Company’s financial books and records during the manner aforesaidCompany’s regular business hours;
(b) To pay as the Company shall do or cause to be done all things necessary to preserve and when required by the Landlord an additional sum over keep in full force and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied effect its existence and imposed upon or in respect of or attributed to the Demised Premises over its material rights, franchises, licenses and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingpermits;
(c) To the Company will file, when due, all income and other material tax returns and reports required by applicable law, and will pay when due, all charges income and other material taxes, assessments, deposits and contributions now or in the future owed (except for electricity, water, telephone, sewerage taxes and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts assessments being contested in good faith with the relevant authorities or corporation for the provision of these servicesadequate reserves under GAAP);
(d) At the expiration or sooner determination of this AgreementCompany will comply, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by firematerial respects, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenantsapplicable laws, the Landlord shall carry out necessary works rules and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1regulations;
(e) To place all debrisas soon as available, wastesbut not later than 210 days after the end of each fiscal year, disposable itemsthe Company will deliver annual audited (unless the Requisite Purchasers agree in their reasonable discretion that such financial statements may be unaudited) and certified consolidated balance sheets and related statements of income and stockholders’ equity, garbage and rubbish securely wrapped prepared in waterproof bags accordance with GAAP, together with a comparison in reasonable detail to the receptacles designated thereforprior year’s audited financial statements;
(f) To keep promptly after the interior occurrence thereof, the Company will notify the Purchasers of the Demised Premises including occurrence of any Event of Default or any event which would, individually or in the flooring and interior plaster and other surface aggregate, reasonably be expected to have a material adverse effect on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property financial condition, business, or operations of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;Company; and
(g) To use the Demised Premises for Company will promptly deliver such additional information regarding the purpose of an administrative office but not limited to administrationbusiness, computer, data and communication center;
(h) To permit the Landlord and its agents with financial or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories corporate affairs of the Landlord’s fixtures therein and to do structural Company or external repairs on any Subsidiary thereof, or compliance with the Demised Premises or to other portions terms of the Building of which they may form a part or to Note Documents, as any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord Purchaser may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesreasonably request.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement, Convertible Note Purchase Agreement (Kodiak Sciences Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Borrower agrees as follows:
1. Borrower shall execute and deliver its promissory note (the Landlord “Note”) to the Lender in the form attached hereto as follows:-
(a) To punctually pay Exhibit B and incorporated herein by this reference in order to evidence its obligation to repay the Rent reserved, Loan by the Deposit, and all other sums payable under terms of this Agreement and/or in respect of and the Demised Premises Note. The Borrower shall pay all indebtedness evidenced by the Note in the manner aforesaid;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement times described herein and therein.
2. Borrower shall promptly use the proceeds of the Tenancy hereby grantedLoan only in the manner and exclusively for the purposes set forth in the Application Materials as previously approved by Lender, such additional sum shall and as set forth in the Act, Regulations, and Rural Development Plan (as they may be a sum proportionate amended from time to what time). No changes may be made in the floor area foregoing without the prior written approval of the Demised Premises together with the car parks which may have been allotted Lender.
3. Borrower shall permit Lender to the Tenant his employees or agents bears monitor performance to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags ensure that objectives proposed in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys Application Materials are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office being achieved. Such monitoring includes but is not limited to administrationtaking the following action: Collecting annual income statements and balance sheets, computer, data and communication center;
(h) To permit including the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice submission of financial reports to enter upon the Demised Premises and Lender as audited by a certified public accountant; periodic/annual site visits to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply meet with the Tenant’s covenants to repair herein contained Borrower, verify collateral, and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice collect information; periodic management information reports submitted by the Landlord Borrower, said reports will be required on a semi-annual basis beginning six (6) months after the advancement of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing funds for a period of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year until completion of the Tenancy whichever shall project and if requested said reports will include but not be limited to information on the sooner;
(v) To employ competent personsnumber of jobs created or retained, a reliable firm comparison of accomplishments, a description of any problems, delays or company acceptable adverse conditions. The Lender reserves the right to request reports on a more frequent basis. The Lender shall also make telephone contact and perform additional site visits as necessary. At a minimum, at least semi-annually a representative of Lender will initiate a phone call to Borrower to review performance and issues. An annual review and report will also be prepared by the LRC. The Borrower shall permit Lender and its agents to inspect and copy its records about the Project during regular business hours, and shall permit Representatives of the Lender to inspect the Project itself during regular business hours, for the purposes of the monitoring set out in this paragraph. Such monitoring provisions are supplemented by any and all monitoring procedures set forth in the Rural Development Plan. By execution of this Agreement the Borrower acknowledges receipt of said Rural Development Plan and agrees to the Landlord to regularly clean monitoring provisions set forth therein.
4. Borrower shall immediately notify the Demised Premises including the maintenance Lender in writing of the flooring;
(w) To keep closure of operations of the stock-in-trade and other fixtures belonging to Borrower, the Tenant affixed to transfer of operations by the Demised Premises insured against loss or damage by fire Borrower from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings original project site described in the Demised Premises;Application Materials, or the institution of bankruptcy proceedings involving the Borrower.
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors 5. Borrower shall comply with applicable Federal, State, and local laws and regulations, including but not limited to, the non-discrimination provisions of Title VI of the Civil Rights Act of 1964, as well as any and all reasonable directions, other rules and or regulations laid down applicable to activities contemplated by the Landlord from time Application Materials or this Agreement.
6. If the Project is in an area subject to time;
(aa) To take flooding, flood insurance must be provided by the Borrower to the extent available and required by law, covering all reasonable precautions to keep the Demised Premises or any part thereof free of termitesbuildings, ratsmachinery, miceequipment, cockroaches or any other pests or vermin fixtures and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change furnishings contained in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesbuildings.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement
AFFIRMATIVE COVENANTS. The Tenant hereby Borrower covenants with that it will, from the Landlord as follows:-Effective Date and until the Maturity Date and in any event until all Obligations are satisfied:
(a) To punctually pay Maintain and cause the Rent reservedSubsidiary to maintain its organizational existence, the Deposit, as well as qualification and good standing in all other sums payable under this Agreement and/or states in respect of the Demised Premises which such qualification and good standing are necessary in the manner aforesaidorder for such entity to lawfully conduct its business and own its property as conducted and owned in such states;
(b) To pay File and cause Subsidiary to file all federal, state and local tax returns and other reports as and when required by law to be filed, maintain adequate reserves for the Landlord an additional sum over payment of all taxes and above the Rent hereby reserved in respect of any increase in municipal or other similar charges, and pay promptly, when due, all taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingsimilar charges;
(c) To pay Maintain the Collateral, as the same is constituted from time to time, free and clear of all charges for electricityliens, waterclaims, telephonesecurity interests and encumbrances, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these servicesexcept those held by Lender;
(d) At Notify Lender in writing, promptly upon learning thereof, of any litigation affecting Borrower or any Subsidiary (whether or not the expiration or sooner determination of this Agreement, claim is considered by Borrower to peaceably surrender be covered by insurance) and yield up unto the Landlord the whole of the Demised Premises institution of any suit or administrative proceeding which may materially and every part thereof adversely affect Lender’s security interest in good and substantial repairthe Collateral or the business, order and operations or financial condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1such entity;
(e) To place all debrisNotify Lender in writing, wastespromptly upon learning thereof, disposable itemsof any violation of any Applicable Law, garbage by Borrower or Subsidiary, which violation in any respect may materially and rubbish securely wrapped in waterproof bags in adversely affect the receptacles designated thereforCollateral or such entity’s business, property, assets, operations or condition, financial or otherwise;
(f) To keep the interior Notify Lender in writing, within one (1) Business Day after knowledge of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage a default by fire, xxxxx, xxxxxxx, riot and Borrower or Subsidiary under any Project Document or any other cause beyond note, indenture, loan agreement, mortgage, lease, deed or other similar agreement to which a party or by which bound, said notification to include a Manager’s Certificate specifying the Tenant’s control excepted save in nature and period of existence thereof and what action the case of fire where Borrower or the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) Subsidiary proposes to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in take with respect thereofthereto;
(g) To use Execute and/or deliver all such documents and take such action as Lender may deem necessary to protect and/or maintain its secured position and protect and preserve the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication centerCollateral;
(h) To permit the Landlord Comply with and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made cause Subsidiary to comply with all Applicable Laws and keep in effect all permits and approvals which relate to the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement Project and the costs thereof shall be debt due from lawful operation of the Tenant to business of the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s feesrespective entity;
(i) Forthwith Comply with and cause Subsidiary to repair comply with the requirements of all Applicable Laws pertaining to environmental protection, pollution and amend in a proper hazardous waste, and workmanlike manner any defects in respect furthermore take such action from time to time as may be necessary to protect the Collateral and the business operations of the Demised Premises for Borrower and Subsidiary from acts and events which may give rise to any adverse environmental, toxic or hazardous substance claims. Borrower furthermore agrees to indemnify and hold Lender and the Tenant is liable Lender harmless from and against any such adverse environmental, toxic or hazardous substance claims, including without limitation, all costs of which written notice representation, investigation and remediation. The obligation to indemnify shall be given to survive foreclosure on the Tenant or left at the Demised PremisesCollateral and repayment of all other Obligations;
(j) Upon reasonable notice Comply with and cause Subsidiary to permit comply with the Landlord its agents requirements of ERISA. Borrower shall furthermore notify Lender in writing, within three (3) Business Days of knowledge thereof, of any suspected violation, said notification to include a Manager’s Certificate specifying the nature and period of existence thereof and what action the Borrower or Subsidiary proposes to take with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implementedrespect thereto;
(k) To keep clean the Demised Premises and be responsible for the locking and securing Comply with Section 7.04 of the doors Operating Agreement and windows not declare or make any cash distributions to its Class I Members prior to satisfaction of the Demised Premises at all times;Obligations; and
(l) To alter any window or other displays or merchandise immediately upon notice by Comply with and cause the Landlord of its reasonable opinion that such displays or merchandise will impair Subsidiary to timely comply with all conditions, requirements and obligations under the name, reputation or standing of the BuildingProject Documents;
(m) To Cause the Subsidiary to take such action as necessary to enforce its rights and obtain timely payment under the Construction Management Agreement, Development Agreement and maintain at Master Lockbox Agreement of all amounts owing to Borrower and obtain the Tenant’s own expense all licencesdeposit of such amounts in the America First Lockbox, permits, registration, approvals to include the fees and other consents amounts payable under Construction Management Agreement and Development Agreement in the annual Project Budget under the Master Lockbox Agreement and, if necessary, a request for funding of an Operating Shortfall as described in the conduct of the permitted businessMaster Lockbox Agreement;
(n) To observe and conform Take such action as necessary to all reasonable rules regulations and instructions as may from time require the Member LOC’s to time be made by maintained in accordance with the Landlord or its duly authorised agents for the proper management provisions of the Building and notified by the Landlord or its duly authorised agent to the TenantOperating Agreement;
(o) To cause all Maintain the employees, agents and invitees of the Tenant to conduct themselves so as to accord Borrower LOC in accordance with the reasonable rules Forward Commitment and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employeesBond Documents;
(p) To comply Take such action as necessary to cause the timely cash funding of the respective Class I Member’s cash funding of its capital contribution in Borrower and Borrower’s capital contribution in the Subsidiary in accordance with all such requirements as may be imposed on an occupier by any Ordinance, Act the provisions of Parliament, Enactment, By-Laws now or hereafter in force the Operating Agreement and any orders rules regulations or notice made thereunderForward Commitment;
(q) To comply with Take such action as necessary to allow Lender the provisions for opportunity to cure any default by Borrower and/or Subsidiary under the healthConstruction Management Agreement and the Development Agreement and, safety and welfare to the extent reasonably possible, the Lease or any other Project Document; provided however, Lender shall have no obligation to cure under any of persons employed to work in the Demised Premises laid down by any law same and any regulations thereunder for the time being in forceamounts expended by Lender shall be deemed a protective advance hereunder;
(r) To be responsible for Cause Subsidiary to maintain the Forward Commitment in full force and to indemnify effect and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord obtain timely funding as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arisingprovided therein; ,and
(s) At any time during Take such action and cause the three (3) calendar months immediately preceding Subsidiary to take such reasonable action as necessary to avoid the determination removal of Borrower as Construction Manager for the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;Project.
(t) At Notify Lender in writing, within fifteen (15) days after the expiration end of a month in which a deviation from the Critical Path for the Project (as determined on a monthly basis) occurs that may materially and adversely affect Borrower’s ability to receive fees pursuant to the Construction Management Agreement or earlier determination Development Agreement or to use such fees (once received) to make payment of the term hereby created Obligations. Such notice shall include: (i) a Manager’s Certificate that contains reasonable detail as to yield up the Demised Premises deviation from the Critical Path and all fixturesa proposed course of action with respect to how the Borrower intends to address such deviation, fittings(ii) a certificate from the Construction Consultant that such deviation is not material, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance (iii) a certificate from the Construction Consultant, that the proposed course of action is reasonable under the circumstances and will restore the Project to compliance with the covenants of Critical Path and that such deviation will not result in a default under the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord Project Documents. Borrower agrees that it shall diligently pursue any such corrective action to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;completion.
(u) To redecorate Notify Lender in writing, within thirty (30) days after the end of a quarter of any material variation in the overall Project Budget relating to deposits in the Construction Escrow Account (as those terms are defined in the Master Lockbox Agreement) that may materially and adversely affect Borrower’s ability to repaint with at least two receive fees pursuant to the Construction Management Agreement or Development Agreement or to use such fees (2once received) coats of good quality emulsion paint all those parts to make payment of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever Obligations. Such notice shall be the sooner;
(v) To employ competent persons, contain a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the LandlordManager’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure Certificate that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
contains (i) reasonable detail as to the alteration or change variation in the principle activities of the Tenant’s business;
overall Project Budget, and (ii) a proposed course of action with respect to how the alteration of Borrower intends to address such variation and that such action will be adequate to insure the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies Construction Escrow Account to the Landlord extent necessary to fund the Construction Management Fees and Development Fees. Borrower agrees that it shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant diligently pursue any such corrective action to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timescompletion.
Appears in 2 contracts
Samples: Loan and Security Agreement, Loan and Security Agreement (America First Apartment Investors Inc)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with As long as MDCP owns at least 25% of the Landlord as follows:-
(a) To punctually pay voting power of all shares of capital stock of the Rent reservedCompany, from and after the Effective Time, the Deposit, and all other sums payable under this Agreement and/or in respect Company shall unless it has received the prior written consent of the Demised Premises in the manner aforesaid;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;MDCP:
(i) Forthwith at all times cause to repair be done all things necessary to maintain, preserve and amend in a proper renew its corporate existence and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable all material licenses, authorizations and of which written notice shall be given permits necessary to the Tenant or left at the Demised Premisesconduct of its businesses;
(jii) Upon reasonable notice to permit the Landlord maintain and keep its agents with or without workmen material properties in good repair, working order and others to lay condition, and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to make all necessary or desirable repairs, renewals and replacements, so that its businesses may be laid properly and fixed advantageously conducted in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises material respects at all times;
(liii) To alter any window pay and discharge when payable all taxes, assessments and governmental charges imposed upon its properties or upon the income or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon) and all claims for labor, materials or supplies which if unpaid would by law become a lien, encumbrance or other displays or merchandise immediately restriction upon notice by the Landlord any of its reasonable opinion property, unless and to the extent that such displays or merchandise will impair the namesame are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with generally accepted accounting principles, reputation or standing of the Buildingconsistently applied) have been established on its books and financial statements with respect thereto;
(miv) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all other material obligations which it incurs pursuant to any contract or agreement, whether oral or written, express or implied, as such requirements as may be imposed on an occupier by any Ordinanceobligations become due, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for unless and to indemnify the extent that the same are being contested in good faith and save harmless the Landlord against by appropriate proceedings and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord adequate reserves (as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be determined in accordance with the covenants of the Tenant herein this Agreement contained generally accepted accounting principles, consistently applied) have been established on its books and financial statements with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the soonerrespect thereto;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directionsapplicable laws, rules and regulations laid down by of all governmental authorities, the Landlord from time violation of which would reasonably be expected to timehave a material adverse effect upon the business, condition (financial or otherwise), operating results, assets, liabilities, operations, business prospects or customer, supplier or employee relations of the Company and its Subsidiaries taken as a whole;
(aavi) To take all reasonable precautions to keep the Demised Premises or any part thereof free apply for and continue in force with good and responsible insurance companies adequate insurance covering risks of termites, rats, mice, cockroaches or any other pests or vermin such types and animals. The Landlord may require the Tenant to employ at the Tenant’s cost in such pest extermination contractors amounts as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;are customary for well-insured companies of similar size engaged in similar lines of business; and
(bbvii) To notify the Landlord by notice maintain proper books of record and account which present fairly in writing all material respects its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in one or more of the following events:-
(i) the alteration or change each case are required in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignmentaccordance with generally accepted accounting principles, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesconsistently applied.
Appears in 2 contracts
Samples: Investor Rights Agreement (Aldabra Acquisition CORP), Investor Rights Agreement (Aldabra Acquisition CORP)
AFFIRMATIVE COVENANTS. The Tenant hereby Until all Obligations are paid in full, Borrower covenants with and agrees to do the Landlord as follows:-following:
(a) To punctually Promptly inform Lender of the occurrence of any Default or Event of Default or of any event which could have a Materially Adverse Effect upon Borrower's business, properties, financial condition or ability to comply with its Obligations to Lender, including without limitation its ability to pay the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaidObligation;
(b) To pay Furnish such other information regarding any Borrower or the Collateral, as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which Lender may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingreasonably request;
(c) To pay Keep in full force and effect its corporate existence in good standing, continue to conduct and operate its business substantially as presently conducted and operated and maintain and protect all charges for electricity, water, telephone, sewerage material franchises and any other services supplied to material trade names and preserve all the remainder of its material property used or consumed separately on useful in the Demised Premises conduct of its business and to enter into separate contracts with keep the relevant authorities or corporation for the provision of these servicessame in good repair and condition;
(d) At the expiration or sooner determination Maintain a standard and modern system of this Agreementaccounting in accordance with GAAP consistently applied with ledger and account cards and/or computer tapes and computer disks, to peaceably surrender computer printouts and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable computer records pertaining to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of Collateral which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions contain information as may from time to time be made requested by Lender, not modify or change its method of accounting without the Landlord written consent of Lender first obtained. Borrower will permit Lender and any of its employees, officers, or its duly authorised agents for agents, upon demand, during Borrower's usual business hours, or the proper management usual business hours of any third person having control thereof, to have access to and examine all of Borrower's records relating to the Collateral, Borrower's financial condition and the results of Borrower's operations and in connection therewith, and to permit Lender to conduct audits and appraisals of the Building Collateral, and notified by the Landlord permit Lender or any of its duly authorised agent agents, employees, or officer to the Tenantcopy and make extracts therefrom, should Lender determine in its sole discretion that there are changes in Borrower's financial condition that may indicate a deterioration;
(oe) To cause all Maintain the employees, agents and invitees principal place of business or chief executive office at the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management address set forth in Section 8(h) unless Borrower shall have given Lender 30 days' prior written notice of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employeeschange thereof;
(pf) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunderMaintain its primary depository banking relationship at Lender;
(qg) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities At Borrower's own cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto expense in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained amounts and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company carrier acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubesLender, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant Borrower shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) keep all it insurable properties and properties in which borrower has an interest insured against the alteration or change hazards of fire, flood, sprinkler leakage, those hazards covered by extended coverage insurance and such other hazards, and for such amounts, as is customary in the principle activities case of the Tenant’s business;
companies engaged in businesses similar to Borrower's including, without limitation; business interruption insurance; (ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims a bond in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present such amounts as is customary in the Demised Premises. The Tenant shall submit copies case of the aforesaid insurance policies companies engaged in business similar to Borrower's insuring against larceny, embezzlement or other criminal misappropriation of insured's officers and employees who may either singly or jointly with others at any time have access to the Landlord and shall keep assets or funds of Borrower either directly or through authority to draw upon such funds or to direct generally the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount disposition of such insurance coverageassets;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all times.
Appears in 2 contracts
Samples: Business Loan and Security Agreement (Syntax-Brillian Corp), Business Loan and Security Agreement (Syntax-Brillian Corp)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Until the Landlord as follows:-termination or expiration of this Contract, FCPH shall:
(a) To punctually pay Execute such documents and present all necessary documents to the Rent reserved, Board for signature as are reasonably necessary to ensure that the Deposit, Board receives all services that it is entitled to under the Contract and all other sums payable shall take no action that would revoke to the Board’s rights under this Agreement and/or in respect of the Demised Premises in the manner aforesaidContract;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed Give notice to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby grantedBoard, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution FCPH learning thereof, of such repairs any litigation involving a claim for damages in excess of One Hundred Thousand Dollars ($100,000) affecting or works relating to FCPH or the making of such replacements then it shall be lawful for services required under this Contract.
(c) Promptly notify the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;Board if:
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect FCPH learns of the Demised Premises for occurrence of any event which constitutes, or, with the Tenant is liable and passage of which written time, the giving of notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with otherwise, will constitute, an Event of Default or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all a default under this Contract or any of such wiresits other loan documents, cables, ducts together with a detailed statement by a duly authorized representative specifying the nature thereof and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window what action FCPH is taking or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform proposes to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord take with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s businessrespect thereto;
(ii) FCPH receives any notice of default from, or the alteration taking of any other action by, the holder(s) of any promissory note, debenture or other evidence of indebtedness of FCPH, together with a detailed statement by FCPH’s duly authorized representative specifying the notice given or other action taken by such holder(s) and the nature of the name of the business of the Tenantclaimed default and what action FCPH is taking or proposes to take with respect thereto;
(iii) the assignment, transfer, sale, charge or otherwise disposal FCPH learns of the Tenant’s existence of any legal, judicial or regulatory proceedings affecting FCPH or any of its properties or assets in which the amount involved is material and is not covered by insurance or which, if adversely determined, would cause a material adverse change in the business;, prospects, profits, properties, assets or condition (financial or otherwise) of FCPH; or
(cciv) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and There shall occur or exist any other claims in respect of any injuries caused to any employees, visitors event or invitees or persons lawfully present condition causing a material adverse change in the Demised Premises. The Tenant shall submit copies business, prospects, profits, properties, assets or condition (financial or otherwise) of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesFCPH.
Appears in 2 contracts
Samples: Illicit Discharge Compliance Program Contract, Illicit Discharge Compliance Program Contract
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Until such time as all of the Landlord as follows:-Indebtedness has been paid in full in cash, the Company shall:
(a) To punctually pay Defend the Rent reserved, Collateral against the Deposit, claims and demands of all other sums payable parties and keep the Collateral free from all Liens and except for the Liens granted to Holder under this Security Agreement and/or in respect of the Demised Premises or in the manner aforesaidordinary course of business;
(b) To pay as and when required by In the Landlord an additional sum over and above event the Rent hereby reserved in respect Company comes into possession of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement portion of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area Collateral in violation of the Demised Premises together with terms of this Security Agreement, hold the car parks which may have been allotted same in trust for Holder and deliver to Holder such Collateral in the Tenant his employees or agents bears to form received no later than two (2) business days following the total floor area of the BuildingCompany’s receipt thereof;
(c) To pay In the event any portion of the Collateral is held by a third party, take all charges for electricityaction that Holder may request so as to maintain the validity, waterenforceability, telephone, sewerage perfection and any other services supplied to or consumed separately on priority of Holder’s security interest in the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these servicesCollateral;
(d) At Within two (2) business days of receipt thereof by the expiration or sooner determination of this AgreementCompany, deliver to peaceably surrender Holder all notices and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable statements relating to the Landlord and Collateral received by the costs incurred thereby shall be deducted from Company or any third party holding the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1Collateral;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags Notify Holder promptly of (a) any adverse event relating to the Collateral or any adverse change in the receptacles designated thereforvalue of the Collateral and (b) the Company’s intention to commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect);
(f) To keep At the interior written request of Holder at any time and from time to time, at the Company’s sole expense, promptly take such action and execute and deliver such control agreements (and cause any financial institution and/or brokerage company at which any of the Demised Premises including Collateral is maintained to enter into one or more control agreements in favor of and on terms satisfactory to Holder) and further instruments and documents as Holder may reasonably request in order to more fully perfect, evidence or effectuate the flooring pledge and interior plaster and other surface material on walls and ceilings assignment hereunder and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring security interest granted hereby and fittings to enable Holder to exercise and other fixtures enforce its rights and remedies hereunder. Holder is hereby authorized to file one or more financing or continuation statements under the property Uniform Commercial Code of North Carolina (as in effect from time to time, the Landlord in upon and belonging “UCC”) relating to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fireCollateral, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofnaming Holder as “secured party”;
(g) To use Furnish to Holder such other information relating to the Demised Premises for the purpose of an administrative office but not limited Collateral as Holder may from time to administration, computer, data and communication centertime reasonably request;
(h) To permit Conduct its business in the Landlord ordinary course of business consistent with past practice in all material respects and in compliance in all material respects with all applicable Laws (as that term is defined in the Merger Agreement), use commercially reasonable efforts to preserve intact its agents business organization and goodwill, keep available the services of its present managers, officers, employees and independent contractors, and preserve the goodwill and business relationships with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premisescustomers, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen suppliers, licensors, licensees and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord having business relationships with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arisingit; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all times.or
Appears in 2 contracts
Samples: Merger Agreement (Level Brands, Inc.), Security Agreement (Level Brands, Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord as follows:-
(a) To punctually pay From the Rent reserveddate hereof and prior to the earlier to occur of the Closing Date and the date that this Agreement is terminated in accordance with Article X, except as otherwise provided herein or in any of the Transaction Documents or as required by Applicable Law, and except as otherwise consented to by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the DepositCompany Entities shall, and all other sums payable under this Agreement and/or in respect Swan Sponsor shall cause each of the Demised Premises in the manner aforesaid;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;Company Entities to:
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work respective businesses only in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part ordinary course of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the preserve intact their respective assets, goodwill and relationships with customers, suppliers and other business of the Tenantrelations;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s businesscontinue to maintain in full force and effect all insurance policies funding Company Entity Benefit Plans;
(cciv) To take continue to maintain in full force and maintain sufficient and adequate effect the material insurance coverage with reputable insurance companies policies covering the risksCompany Entities and their respective assets in accordance with their terms, inter aliaor renew or replace such policies at or prior to expiration;
(v) promptly update the Business Employee List from time to time prior to the Closing to ensure its continuing accuracy;
(vi) promptly notify Parent in writing after becoming aware of any (A) material inquiries or (B) audits or investigations, in each case, instituted by Governmental Authorities in writing with respect to Taxes of a Company Entity; and
(vii) within thirty (30) days after the end of each month, provide to Parent the Operating Reports for such month.
(b) From the date hereof and prior to the earlier to occur of the Closing Date and the date that this Agreement is terminated in accordance with Article X, Swan Sponsor, ManagementCo and the Company shall, and shall cause each other Company Entity to, permit Parent and its authorized representatives, at the sole cost of Parent, reasonable access, during normal business hours and in such manner as not to unreasonably interfere with the operations of the Company Entities, to the properties, books, contracts, and records of the Company Entities (including any properties, books, contracts and records relating to the Company Entities possessed by Swan Sponsor or ManagementCo) and to appropriate officers and employees of the Company Entities as are reasonably identified by Parent. Swan Sponsor and the Company shall have the right to have a representative present at all times during any such inspections, interviews, and examinations; provided that Swan Sponsor, the Tenant’s goods Company or ManagementCo shall not use such right to unreasonably delay or prohibit Parent's investigation rights under this Agreement. Notwithstanding the foregoing, Parent shall have no right of access to, and propertySwan Sponsor and the Company shall have no obligation to provide to Parent, information: (i) relating to bids or proposals received from others in connection with the Landlord’s Fixtures transactions contemplated by this Agreement (or similar or alternative transactions) and Fittingsinformation and analyses (including financial analyses) relating to such bids or proposals; (ii) to the extent disclosure of such information may jeopardize the attorney-client privilege or attorney work product protections or would cause or reasonably be expected to cause a loss of trade secret protection; or (iii) any information the disclosure of which would result in a violation of Applicable Law or breach of contract; provided that in the case of clauses (ii) and (iii), plate glassesSwan Sponsor shall use its commercially reasonable efforts (at the sole cost of Parent) to make appropriate substitute disclosure arrangements with respect to such information. Notwithstanding anything herein to the contrary, public liabilityneither Swan Sponsor nor any of the Company Entities shall be required to disclose any information to Parent or its Representatives if disclosure of such information would, fire as reasonably determined by Swan Sponsor acting in good faith, result in a violation of Applicable Law. Any document, correspondence or other information provided pursuant to this Section 6.1(b) may be redacted to remove references to transactions, valuations or similar information. All requests for information made under this Section 6.1(b) shall be directed to the Person designated by Swan Sponsor in a notice delivered to Parent in accordance with Section 13.2. For the avoidance of doubt, Parent will have no right to access any information regarding Swan Sponsor or any of its Affiliates other than as expressly provided for in this Section 6.1(b).
(c) Prior to the Closing, Parent and any other claims in respect of any injuries caused to Parent's representatives shall not contact or communicate with any employees, visitors customers, suppliers and other business relations of any of the Company Entities in connection with the transactions contemplated hereby or invitees the business of any of the Company Entities without the prior written consent of Swan Sponsor and the Company, such consent not to be unreasonably withheld. Swan Sponsor, the Company and Parent shall cooperate in seeking the Required Consents and Required Amendments (and Parent shall be permitted to participate) in discussions and negotiations with counterparties regarding any Required Amendment. Upon request by Parent, to the extent such consent is granted, Swan Sponsor and the Company shall use commercially reasonable efforts to facilitate communications between Parent and the employees, customers, suppliers and other business relations (at the sole cost of Parent). Swan Sponsor shall have the right to have a representative present at all times during and participate in any such communication or persons lawfully present contact. No communication by Parent or any of its representatives with any employee, customer, supplier or other business relation of any of the Company Entities shall be made by Parent or such representative for the purpose of competing with any Company Entity. Notwithstanding anything herein to the contrary, neither Swan Sponsor nor any of the Company Entities shall be required to consent to or facilitate any such contact or communication if such contact or communication would, as reasonably determined by Swan Sponsor acting in good faith, result in a violation of Applicable Law.
(d) Parent and Parent's representatives shall not have access to, and shall not be permitted to conduct any environmental due diligence with respect to any asset of any Company Entity where Swan Sponsor does not have the authority to grant access for due diligence purposes (provided, however, Swan Sponsor shall use its commercially reasonable efforts to obtain permission from any third party to allow Parent and Parent's representatives access to sites leased, subleased or licensed by a Company Entity and used in the Demised Premisescurrent operations of a Company Entity, provided, that Parent agrees to comply with all of third party's company safety and environmental policies). The Tenant Parent and Parent's representatives shall, if requested by any such third party, enter into customary confidentiality and/or indemnification agreements prior to any physical inspection of any asset of any Company Entity. To the extent Parent or any of Parent's representatives are afforded access to any such site, they will obey all rules and regulations required by the third party granting such access to be observed with respect to such site. Notwithstanding anything to the contrary, neither Parent nor Parent's representatives shall submit copies conduct any invasive or destructive surveys, tests or inspections without the prior written consent of Swan Sponsor.
(e) Parent shall indemnify and hold harmless Swan Sponsor and the Company and their respective Affiliates and representatives from and against any and all liabilities or Damages arising out of or in connection with any site visits or inspections of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation Swan Facilities or modification and renewal any other properties of the said policies of insurance. Provided always where necessaryCompany Entities by Parent and its representatives, the Landlord may at its discretion require the Tenant including any such site visits or inspections conducted pursuant to increase the scope and amount of such insurance coverageSection 6.1(d);
(ddf) To be responsible for Parent shall prepare all necessary forms, notices, and other documents necessary to transfer the locking and securing of all doors and windows existing Governmental Licenses of the Demised Premises Company Entities, including Environmental Authorizations, to Parent. The Company shall use its commercially reasonable efforts to cooperate with Parent (at the sole cost of Parent) in effectuating the transfer of any of the Company's existing Governmental Licenses which are required to be transferred as a result of the transactions contemplated by this Agreement, including by executing any forms, notifications or other documentation as reasonably requested by Parent.
(g) All (i) information concerning Swan Sponsor, its Affiliates or any of the Company Entities furnished or provided by or on behalf of the Company, Swan Sponsor or their respective Affiliates to Parent or its representatives (whether furnished before or after the date of this Agreement) and (ii) all timescommunications with any employees, customers, suppliers and other business relations of any of the Company Entities (and any information derived therefrom), shall be "Confidential Information" as defined under, and shall be held subject to, the confidentiality agreement between Riverstone Investment Group LLC and Brookfield Infrastructure Group Corporation, dated as of February 13, 2015 (the "Confidentiality Agreement"); provided, however, that the confidentiality, non-use, non-solicitation and other obligations contained therein shall expire on the latest to occur of (i) the applicable expiration dates set forth in the Confidentiality Agreement and (ii) the first anniversary of the date this Agreement is terminated in accordance with Article X.
(h) Prior to the earlier to occur of the Closing Date and the date that this Agreement is terminated in accordance with Article X, the Company and Parent shall use commercially reasonable efforts to obtain the Rectification Order.
(i) Prior to the earlier to occur of the Closing Date and the date that this Agreement is terminated in accordance with Article X, the Company shall reasonably cooperate with Parent (at Parent's sole cost and expense) in Parent obtaining (i) estoppel certificates from the lessors under those Leases set forth on Schedule 6.1(i), in the forms prescribed in such Leases or otherwise in form and substance reasonably acceptable to Parent and (ii) the Endorsements (subject to the payment of premiums, fees and expenses by Parent) and all documents reasonably required by the Title Company for its issuance of the Endorsements, including usual and customary affidavits and statements (without indemnity).
(j) Prior to the earlier to occur of the Closing Date and the date that this Agreement is terminated in accordance with Article X, (i) upon determining that any fact, circumstance or change is reasonably likely to result in a "significant deficiency" or a "material weakness" in the Company's internal controls over financial reporting after the date of this Agreement, Swan Sponsor shall provide to Parent prompt written notice of the same and (ii) upon becoming aware of any material violations of provisions of such codes of ethics by any such persons after the date of this Agreement, the Company shall provide prompt written notice of the same to Parent.
(k) No efforts made or actions taken by Swan Sponsor or any of the Company Entities pursuant to Sections 6.1(b), 6.1(c), 6.1(d) , 6.1
Appears in 2 contracts
Samples: Merger Agreement (Niska Gas Storage Partners LLC), Merger Agreement
AFFIRMATIVE COVENANTS. The Tenant Seller hereby covenants and agrees with the Landlord Company that, except (i) as follows:-permitted by this Agreement, (ii) as disclosed in the Seller Disclosure Schedule, (iii) as required by Law or a Governmental Authority of competent jurisdiction, provided, that prior to failing to take any such action, the Seller notifies the Company thereof and to the extent required by the Company, uses its reasonable best efforts to take any such action otherwise subject to such Law or Governmental Authority, or (iv) as otherwise consented to in writing by the Company, during the period from the date hereof to the earlier of the Effective Time or the termination of this Agreement pursuant to Article VIII, the Seller will, and the Seller will cause each Seller Subsidiary, to:
(a) To punctually pay the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or in respect of the Demised Premises operate its business only in the manner aforesaidusual, regular and ordinary course consistent with past practices;
(b) To pay as use all reasonable best efforts to preserve intact its business organization and when required by assets, maintain its rights and franchises, retain the Landlord an additional sum over services of its officers and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied key employees and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together maintain its relationships with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingcustomers;
(c) To pay use all charges for electricityreasonable best efforts to maintain and keep its properties in good repair and condition as at present, water, telephone, sewerage ordinary wear and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these servicestear excepted;
(d) At cooperate with the expiration Company in its efforts to obtain information and title insurance with respect to real property owned or sooner determination of this Agreement, to peaceably surrender and yield up unto leased by the Landlord the whole Seller or any of the Demised Premises Seller Subsidiaries, including, without limitation, efforts to communicate with and every part thereof in good obtain Consents and/or estoppels from landlords and substantial repairtenants, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall execution and delivery as of the Effective Time of standard title affidavits, deeds and other documents as may be deducted from reasonably necessary to reflect the Deposit. Should transaction in the Deposit be inadequate for this purpose, real estate records of the Tenant shall pay states in which real property is located and/or to the Landlord, on demand, all sums due and owing under this Clause 5.1obtain title insurance;
(e) To place use all debris, wastes, disposable items, garbage commercially reasonable best efforts to keep in full force and rubbish securely wrapped effect director and officer liability insurance comparable in waterproof bags in amount and scope of coverage to that now maintained by it (the receptacles designated therefor“Existing D&O Policy”);
(f) To keep the interior of the Demised Premises including the flooring perform in all material respects all obligations required to be performed by it under all material Contracts relating to or affecting its assets, properties and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofbusiness;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data comply with and communication center;perform in all material respects all obligations and duties imposed upon it by all applicable Laws; and
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and not to take inventories of the Landlord’s fixtures therein and any action or fail to do structural or external repairs on the Demised Premises or take any action which can be expected to other portions of the Building of which they may form have a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesSeller Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Marshall & Ilsley Corp/Wi/), Merger Agreement (United Heritage Bankshares of Florida Inc)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord as follows:-
(a) To punctually pay the Rent reserved, the DepositCompany shall, and all other sums payable under this Agreement and/or in respect shall cause each Subsidiary to, unless it has received the prior written consent of the Demised Premises holders of a majority of the outstanding Underlying Common Stock:
i. at all times cause to be done all things necessary to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits that the Company believes, in its reasonable discretion, necessary to the manner aforesaidconduct of its businesses;
(b) To pay as ii. maintain and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof keep its properties in good and substantial repair, working order and condition in all respects (having regard to their condition at the commencement of this Agreement) condition, and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time make all repairs, renewals and replacements that the Company believes, in its reasonable require discretion, to be laid necessary or desirable so that its businesses may be property and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises advantageously conducted at all times;
iii. pay and discharge when due and payable all taxes, assessments and governmental charges imposed upon its properties or upon the income or profits therefrom (lin each case before the same becomes delinquent and before penalties accrue thereon) To alter and all claims for labor, materials or supplies which if unpaid would by law become a Lien upon any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays property and would reasonably be expected to have a material adverse effect upon the financial condition, operating results, assets, operations or merchandise will impair the name, reputation or standing business prospects of the BuildingCompany and its Subsidiaries taken as a whole, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with generally accepted accounting principles, consistently applied) have been established on its books with respect thereto;
(m) To obtain and maintain at iv. comply in all material respects with all other obligations which it incurs pursuant to any contract or agreement, whether oral or written, express or implied, as such obligations become due to the Tenant’s own expense all licencesextent to which the failure to so comply would reasonably be expected to have a material adverse effect upon the financial condition, permitsoperating results, registrationassets, approvals and other consents for the conduct operations or business prospects of the permitted businessCompany and its Subsidiaries taken as a whole, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with generally accepted accounting principles, consistently applied) have been established on its books with respect thereto or unless determined otherwise by vote of the Board of Directors;
(n) To observe and conform to v. comply in all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause material respects with all the employeesapplicable laws, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed of all governmental authorities, the violation of which would reasonably be expected to have a material adverse effect upon the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole;
vi. apply for and continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are commercially reasonable for corporations of similar size engaged in similar lines of business as determined by the Landlord or its duly authorised agent for the proper management Board of Directors of the Building and Company in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employeesits reasonable discretion;
(p) To comply with vii. maintain the key-man life insurance policies referred to in SECTION 2F hereof and maintain officers and directors liability insurance coverage of at least $2,000,000;
viii. maintain proper books of record and account which present fairly in all material respects its financial condition and results of operations and make provisions on its financial statements for all such requirements proper reserves as may be imposed on an occupier by any Ordinancein each case are required in accordance with generally accepted accounting principles, Act of Parliamentconsistently applied; and
ix. enter into and maintain nondisclosure, Enactment, By-Laws now or hereafter in force proprietary rights and any orders rules regulations or notice made thereunder;
(q) To comply noncompete agreements with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be key employees in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesCompany's past practices.
Appears in 2 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (Corechange Inc), Series B Convertible Preferred Stock Purchase Agreement (Corechange Inc)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord Company covenants, for so long as follows:-this Agreement is in effect or any Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted) remain outstanding:
(a) To punctually pay the Rent reservedupon one business day’s prior notice (provided no notice is required if an Event of Default has occurred and is continuing), the Deposit, Designated Agent or its agents shall have the right to inspect the Collateral and all other sums payable under this Agreement and/or in respect of to audit and copy the Demised Premises in Company’s books and records during the manner aforesaidCompany’s regular business hours;
(bi) To pay the Company shall at all times insure all of the tangible personal property Collateral and carry such other business insurance as is customary for companies similarly situated to the Company; and when required by (ii) within 30 days after the Landlord Effective Date, all property policies will have a lender’s loss payable endorsement showing the Designated Agent as a lender loss payee and all liability policies will show the Designated Agent as an additional sum over insured and above provide that the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to insurer must give the Demised Premises over and above the amount levied and imposed Designated Agent at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingleast twenty (20) days notice before canceling its policy;
(c) To the Company will file, when due, all income and other material tax returns and reports required by applicable law, and will pay when due, all charges income and other material taxes, assessments, deposits and contributions now or in the future owed (except for electricity, water, telephone, sewerage taxes and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts assessments being contested in good faith with the relevant authorities or corporation for the provision of these servicesadequate reserves under GAAP);
(d) At the expiration or sooner determination of this AgreementCompany will comply, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by firematerial respects, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenantsapplicable laws, the Landlord shall carry out necessary works rules and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1regulations;
(e) To place all debrisas soon as available, wastesbut not later than 210 days after the end of each fiscal year, disposable itemsthe Company will deliver annual audited (unless the Designated Agent agrees in its reasonable discretion that such financial statements may be unaudited) and certified consolidated balance sheets and related statements of income and stockholders’ equity, garbage and rubbish securely wrapped prepared in waterproof bags accordance with GAAP, together with a comparison in reasonable detail to the receptacles designated thereforprior year’s audited financial statements;
(f) To keep promptly after the interior occurrence thereof, the Company will notify the Purchasers of the Demised Premises including occurrence of any Event of Default or any event which would, individually or in the flooring and interior plaster and other surface aggregate, reasonably be expected to have a material adverse effect on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property financial condition, business, or operations of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofLoan Parties taken as a whole;
(g) To use the Demised Premises for Company promptly will promptly deliver such additional information regarding the purpose business, financial or corporate affairs of an administrative office but not limited to administrationany Loan Party or any Subsidiary thereof, computer, data and communication center;
(h) To permit or compliance with the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories terms of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to Note Documents, as any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord Purchaser may from time to time reasonable require to be laid and fixed in and lead through reasonably request; and
(h) within 30 calendar days after the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the TenantEffective Date, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise Company will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord deliver Account Control Agreements with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near respect to its original state at deposit accounts existing on the commencement of the tenancy hereby created as Effective Date for which an Account Control Agreement is possible;
(u) To redecorate and required pursuant to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesSection 4.10.
Appears in 2 contracts
Samples: Convertible Note Purchase and Security Agreement, Convertible Note Purchase and Security Agreement (Kodiak Sciences Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby Borrower covenants with that, until all of the Landlord as follows:-Borrower’s obligations hereunder and under the Notes are paid and performed in full, the Borrower shall:
(ai) To punctually pay preserve and maintain its corporate existence, (ii) use its best efforts to maintain and preserve in full force and effect all material rights, licenses, patents and franchises, (iii) comply in all material respects with all valid and applicable statutes, rules and regulations necessary for the Rent reserved, the Depositconduct of its business, and all other sums payable under this Agreement and/or in respect of the Demised Premises (iv) engage only in the manner aforesaidbusinesses which it was conducting on September 6, 2002;
(b) To pay as and when required by the Landlord an additional sum over discharge all lawful taxes, assessments and above the Rent hereby reserved in respect of any increase in municipal governmental charges or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and levies imposed upon or it, other than those that the Borrower is contesting in respect good faith for a period of or attributed up to ninety (90) days from the Demised Premises over and above the amount levied and imposed at the commencement date of the Tenancy hereby grantedimposition of such taxes, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees assessments or agents bears to the total floor area of the Buildinggovernmental charges or levies;
(c) To pay all charges for electricityimmediately after obtaining knowledge thereof, watergive written notice to the Lender of any matter which constitutes an Event of Default under this Loan Agreement or a default in the performance by the Borrower under any covenant or agreement contained in any material agreement to which it is a party or by which it is bound, telephonespecifying the nature of the same, sewerage the period it has existed and what action the Borrower has taken or proposes to take with respect thereto, and any other services supplied matter which has resulted in or is likely to result in a material adverse change in the financial condition or consumed separately on operations of the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these servicesBorrower;
(d) At promptly notify the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole Lender of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the threat or commencement of this Agreement) and clean and free from rubbish (damage by fireany judicial, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If administrative or other proceeding against the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;Borrower; and
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice request by the Landlord of its reasonable opinion that such displays or merchandise will impair the nameLender, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employeesprovide officers, agents and invitees employees of the Tenant Lender with access at reasonable times to conduct themselves so as the Borrower’s financial, operating and other data, information, books and records and provide copies thereof to accord with the reasonable rules Lender at its request. The Lender shall hold in confidence all of such information that is confidential on the terms and regulations prescribed by subject to the Landlord or its duly authorised agent for conditions contained in the proper management of Confidentiality Agreement between the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises Borrower and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use Lender dated as of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any OrdinanceMarch 26, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all times2002.
Appears in 2 contracts
Samples: Loan Agreement (Ostex International Inc /Wa/), Loan Agreement (Ostex International Inc /Wa/)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with So long as the Landlord as follows:-
WCP Investors continue to hold at least 17.5% of the outstanding voting securities of the Company (ait being understood that, for purposes of this Section 5D, (x) To punctually pay the Rent reserved, the Deposit, and all holdings of Equity Securities by Persons who are Affiliates of each other sums payable shall be aggregated for purposes of meeting any threshold tests under this Agreement and/or in respect and (y) no Management Investor shall be deemed an Affiliate of any WCP Investor), the Company shall (and shall cause each of its Subsidiaries to), unless it has received the prior written consent of the Demised Premises in the manner aforesaid;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;Majority WCP Investors:
(i) Forthwith to repair maintain and amend keep its material tangible properties in a proper good repair, working order and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable condition, and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time make all reasonable require to repairs, renewals and replacements, so that its businesses may be laid and fixed properly conducted in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises material respects at all times;
(lii) To alter any window or other displays or merchandise immediately upon notice by maintain all material Intellectual Property Rights necessary to the Landlord conduct of its reasonable opinion that such displays or merchandise will impair business and enter into and maintain agreements providing for confidentiality, the nameassignment of Intellectual Property Rights to the Company, reputation or standing and other protection for proprietary information with all employees of the BuildingCompany or any of its Subsidiaries in a form reasonably acceptable to the Majority WCP Investors;
(miii) To obtain comply in all material respects with all applicable laws, rules and maintain at regulations of all Governmental Entities and all other obligations which it incurs pursuant to any material agreement as such obligations become due, unless and to the Tenant’s own expense extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP consistently applied) have been established on its books with respect thereto;
(iv) cause to be done all licencesthings reasonably necessary to maintain, permitspreserve and renew all licenses, registration, approvals permits and other consents approvals currently held by the Company or any of its Subsidiaries or necessary for the conduct of their businesses or the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made consummation of the transactions contemplated by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the soonerMerger Agreement;
(v) To employ competent personspay and discharge when payable all material taxes, a reliable firm assessments and governmental charges imposed upon its properties or company acceptable upon the income or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon), unless and to the Landlord to regularly clean extent that the Demised Premises including the maintenance of the flooringsame are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP consistently applied) have been established on its books with respect thereto;
(wvi) To keep the stock-in-trade and other fixtures belonging use commercially reasonable efforts to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings continue in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply force with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more responsible insurance companies adequate insurance covering risks of such types and in such amounts as are customary for companies of similar size engaged in similar lines of business and directors’ and officers’ liability insurance reasonably satisfactory to the following events:-Majority WCP Investors (and not borrow against, assign, modify, cancel or surrender any such policy); and
(ivii) the alteration or change maintain proper books of record and account which present fairly in the principle activities all material respects its financial condition and results of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignmentoperations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with GAAP, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesconsistently applied.
Appears in 2 contracts
Samples: Stockholders Agreement (Acadia Healthcare Company, Inc.), Stockholders Agreement (Acadia Healthcare Company, Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants Seller and Parent covenant and agree with Buyer that from and after the Landlord date of this Agreement and prior to the Closing Date, unless the prior written consent of Buyer shall have been obtained and except as follows:-otherwise contemplated herein, Seller will, and Parent shall cause Seller to:
(a) To punctually pay the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or in respect of the Demised Premises operate its business only in the manner aforesaidordinary course consistent with past practices;
(b) To pay as use reasonable efforts to preserve intact its business organization and when required by assets, maintain its rights and franchises, retain the Landlord an additional sum over services of its officers and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied key employees and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together maintain its relationships with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingcustomers;
(c) To pay all charges for electricityuse reasonable efforts to maintain and keep its properties in good repair and condition, water, telephone, sewerage ordinary wear and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these servicestear excepted;
(d) At the expiration or sooner determination use reasonable efforts to keep in full force and effect insurance and bonds comparable in amount and scope of this Agreement, coverage to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage that now maintained by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1it;
(e) To place perform in all debrismaterial respects all obligations required to be performed by it under all material contracts, wastes, disposable items, garbage leases and rubbish securely wrapped in waterproof bags in documents relating to or affecting the receptacles designated thereforBusiness;
(f) To keep the interior of the Demised Premises including the flooring maintain its Books and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save Records in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act usual, regular or default of the Tenant) ordinary manner consistent with past practice and provide Buyer access to the such materials at a reasonable satisfaction of the Landlord time and any other appropriate authority place as Buyer and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofSeller may agree;
(g) To use reasonable efforts to obtain all authorizations, consents, orders and approvals from all governmental or regulatory authorities that may be or become necessary for its execution and delivery of and the Demised Premises for the purpose performance of an administrative office but not limited to administration, computer, data and communication centerits obligations under this Agreement;
(h) To permit take such reasonable action as shall be required to fulfill any and all contractual or statutory obligations Seller may have to any unions or labor organizations or otherwise as a result of or relating to the Landlord execution and its agents with or without workmen delivery of this Agreement and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories consummation of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s feestransactions contemplated hereby;
(i) Forthwith take such reasonable actions required pursuant to repair the terms of any contracts and amend in a proper and workmanlike manner any defects in respect agreements to address the consequences of the Demised Premises for which the Tenant is liable transactions contemplated by this Agreement, and of which written notice shall be given to the Tenant or left at the Demised Premises;obtain necessary consents and required releases; and
(j) Upon reasonable notice use best efforts to permit obtain from the Landlord City of Carbondale (the "City") an amendment to the Lease Agreement listed on SCHEDULE 1.1(b), whereby the City waives its agents with or without workmen and others termination rights pursuant to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes provisions of repairing removing and replacing all or any Article XIV of such wiresLease Agreement. In addition, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at Parent will vote all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair shares of stock of Seller to authorize the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made transactions contemplated by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent this Agreement pursuant to the Tenant;
(o) To cause all the employees, agents terms and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and conditions set forth in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesAgreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Intertape Polymer Group Inc), Asset Purchase Agreement (Spinnaker Industries Inc)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants Each of the Debtors, jointly and severally, agrees that, for the duration of the Restructuring Support Period, the Debtors shall:
(i) support and take all reasonable actions necessary, or reasonably requested by the Requisite Consenting Creditors, to implement and consummate the Restructuring (including, but not limited to, the Bankruptcy Court’s approval of the Restructuring Documents, the Solicitation, confirmation of the Plan and the consummation of the Restructuring pursuant to the Plan) in accordance with the Landlord as follows:-Milestones set forth in Section 4(a)(iv) hereof;
(aii) To punctually pay (A) complete the Rent reservedpreparation, as soon as reasonably practicable after the Restructuring Support Effective Date, of each of the Plan, the DepositDisclosure Statement and the other Restructuring Documents, (B) provide the Plan, the Disclosure Statement and the other Restructuring Documents to, and all afford reasonable opportunity of comment and review of such documents by, each of the Ad Hoc Committee Advisors no less than three (3) Business Days in advance of any filing, execution, distribution or use (as applicable) thereof, (C) consult in good faith with each of the Ad Hoc Committee Advisors regarding the form and substance of the Plan, the Disclosure Statement, and the other sums payable Restructuring Documents in advance of the filing, execution, distribution or use (as applicable) thereof, and (D) negotiate in good faith, execute, perform its obligations under, and consummate the transactions contemplated by, the Restructuring Documents to which it is (or will be) a party; provided, however, that the obligations under this Section 4(a)(ii) shall in no way alter or diminish any right expressly provided to any applicable Consenting Creditor under this Agreement to review, comment on, and/or in respect consent to the form and/or substance of the Demised Premises in the manner aforesaidany document;
(biii) To pay as and when unless otherwise required by the Landlord an additional sum over Bankruptcy Court or applicable Law, cause the amount of the Claims and above Interests held by the Rent hereby reserved in Consenting Creditors as set forth on the signature pages attached to this Agreement (or, with respect of to any increase in municipal or other taxes or assessment or property tax or other impositions of Consenting Creditor that becomes a like nature by whatsoever name called levied and imposed upon or in respect of or attributed party hereto after the date hereof, to any Joinder Agreement) to be redacted to the Demised Premises over extent this Agreement is (A) filed on the docket maintained in the Chapter 11 Cases or (B) otherwise made publicly available;
(iv) comply with each of the following milestones (the “Milestones”), which Milestones may be extended (but with no obligation to extend) only with the express prior written consent of the Requisite Consenting Creditors:
(A) commence the Chapter 11 Cases in the Bankruptcy Court with respect to each of the Debtors, and above file the amount levied and imposed at First Day Motions, no later than February 2, 2018 (the date of commencement of the Tenancy hereby grantedChapter 11 Cases, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building“Petition Date”);
(cB) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on obtain entry of the Demised Premises and to enter into separate contracts with Interim DIP Order by the relevant authorities or corporation for Bankruptcy Court as soon as reasonably practicable after the provision of these servicesPetition Date (but in no event later than five (5) Business Days after the Petition Date);
(dC) At obtain entry of the expiration Final DIP Order by the Bankruptcy Court as soon as reasonably practicable after the Petition Date (but in no event later than forty (40) calendar days after the Petition Date);
(D) file the Plan, the Disclosure Statement and the motion for approval of the Disclosure Statement and the Solicitation procedures with the Bankruptcy Court as soon as reasonably practicable after the Petition Date (but in no event later than sixty (60) calendar days after the Petition Date), which Plan shall provide for the Pension Plan Treatment;
(E) obtain entry of the RSA Order and the Disclosure Statement Order by the Bankruptcy Court, in each case, as soon as reasonably practicable after the Petition Date (but in no event later than 115 calendar days after the Petition Date);
(F) obtain entry of the Confirmation Order and the Pension Plan Treatment Order by the Bankruptcy Court, in each case as soon as reasonably practicable after the Petition Date (but in no event later than 150 calendar days after the Petition Date); and
(G) cause the Effective Date to occur as soon as reasonably practicable after the Petition Date (but in no event later than 20 calendar days after the entry of the Confirmation Order, such date, the “Outside Date”);
(A) conduct, and shall cause their respective Subsidiaries to conduct, their businesses and operations only in the ordinary course in a manner that is consistent with past practices and in compliance with Law, (B) maintain their physical assets, properties and facilities in their working order condition and repair as of the Restructuring Support Effective Date, in the ordinary course, in a manner that is consistent with past practices, and in compliance with Law (ordinary wear and tear excepted), (C) maintain their respective books and records in the ordinary course, in a manner that is consistent with past practices, and in compliance with Law, (D) maintain all insurance policies, or sooner determination suitable replacements therefor, in full force and effect, in the ordinary course, in a manner that is consistent with past practices, and in compliance with Law, and (E) use commercially reasonable efforts to preserve intact their business organizations and relationships with third parties (including creditors, lessors, licensors, suppliers, distributors and customers) and employees in the ordinary course, in a manner that is consistent with past practices, and in compliance with Law;
(vi) timely file a formal objection to any motion filed with the Bankruptcy Court by any Person seeking the entry of an order (A) directing the appointment of an examiner with expanded powers or a trustee, (B) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, (C) dismissing the Chapter 11 Cases, or (D) for relief that (x) is inconsistent with this Agreement in any material respect, or (y) would, or would reasonably be expected to, frustrate the purposes of this Agreement, to peaceably surrender and yield up unto including by preventing the Landlord the whole consummation of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1Restructuring;
(evii) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in timely file a formal objection to any motion filed with the receptacles designated thereforBankruptcy Court by any Person seeking the entry of an order modifying or terminating any Debtor’s exclusive right to file and/or solicit acceptances of a plan of reorganization;
(fviii) To keep timely file a formal written response in opposition to any objection filed with the interior Bankruptcy Court by any Person with respect to the DIP Facilities (or motion filed by such Person that seeks to interfere with the DIP Facilities) or any of the Demised Premises including adequate protection granted to the flooring Ad Hoc Committee pursuant to the DIP Orders or otherwise;
(ix) promptly notify the Ad Hoc Committee Advisors (and interior plaster and in any event within two (2) Business Days after obtaining actual knowledge thereof) of (A) any pending, existing, instituted or threatened direct or derivative Proceeding by (1) any Person (other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property than a Governmental Entity) involving any of the Landlord Debtors or any of their respective current or former officers, employees or directors (in upon and belonging their capacities as such) that is material to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition Debtors, (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and 2) any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence Governmental Entity involving any of the act Debtors or default any of the Tenanttheir respective current or former officers, employees or directors (in their capacities as such), except (in any such case) to the reasonable satisfaction extent any of the Landlord and same are disclosed on the docket maintained in the Chapter 11 Cases; (B) any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord breach by any person Debtor in any respect thereof;
(g) To use of any of its obligations, representations, warranties or covenants set forth in this Agreement, the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with DIP Facilities Documents or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories either of the LandlordDIP Orders; (C) any Material Adverse Effect; (D) the happening or existence of any Event that Cenveo’s fixtures therein board of directors or similar governing bodies of the Debtors determine, in good faith and based upon advice of legal counsel, are likely to do structural or external repairs on make any of the Demised Premises conditions precedent set forth in (or to other portions be set forth in) any of the Building Restructuring Documents incapable of which they being satisfied prior to the Outside Date; (E) the occurrence of any Termination Event (as defined below); (F) the receipt of notice from any Governmental Entity or other third party alleging that the consent of such Person is or may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice be required in writing specifying any repairs or work necessary to be made to comply connection with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service consummation of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than Restructuring, unless such notice is disclosed on the Demised Premises docket maintained in the Chapter 11 Cases; and (G) the common entrance and all hall ways leading thereto receipt by any Debtor or any ERISA Affiliate of any Debtor of (1) any notice from the PBGC stating its intention to terminate any Benefit Plan or to toilets have a trustee appointed to administer any Benefit Plan or other facilities made available (2) any notice concerning (a) the imposition of withdrawal liability by any Multiemployer Plan, (b) the Landlord for insolvency, reorganization or termination, within the use meaning of Title IV of ERISA, of any such Multiemployer Plan or (c) the Landlord’s employees and amount of liability incurred, or other tenants of the Building and their employees;
(p) To comply with all such requirements as that may be imposed on an occupier incurred, by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises Debtor or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence ERISA Affiliate of any breach non-observance Debtor in connection with any event described in clause (a) or non-performance of the Tenant’s covenants herein this Agreement contained (b). and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding after the determination filing or receipt thereof, of any notice, letter or communication which Debtor or any ERISA Affiliate of any Debtor receives from, or files with, the Term PBGC with respect to permit intending tenants and others with authority from the Landlord any Benefit Plan or its duly authorised agents at all reasonable times any Multiemployer Plan, if such notice, letter or communication could result in any material liability to any Debtor or any ERISA Affiliate of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Termany Debtor;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings except as expressly provided in the Demised PremisesRestructuring Term Sheet, assume or reject each executory contract and unexpired lease between any of the Debtors, on the one hand, and any non-Debtor Affiliate of any of the Debtors or any current or former partner, officer, director, principal, employee, or agent of any such Affiliate, on the other hand (any such executory contract or unexpired lease, a “Related Party Contract”), as directed or instructed by the Requisite Consenting Creditors;
(xi) maintain its good standing and legal existence under the Laws of the state in which it is incorporated, organized or formed, except to the extent that any failure to maintain its good standing arises solely as a result of the filing of the Chapter 11 Cases;
(xii) if any Debtor receives an unsolicited proposal or expression of interest with respect to an Alternative Transaction that Cenveo’s board of directors or similar governing bodies of the Debtors reasonably determine, in good faith and based upon advice of legal counsel, that the failure to participate in such discussions would be inconsistent with such board’s or governing body’s fiduciary duties under applicable law, within two (2) Business Days after the receipt of such proposal or expression of interest, notify the Consenting Creditors’ Advisors of the receipt thereof, with such notice to include the material terms thereof;
(xiii) use reasonable efforts to obtain, file, submit or register any and all required Governmental Entity and/or third party approvals, filings, registrations or notices that are necessary or advisable for the implementation or consummation of the Restructuring or the approval by the Bankruptcy Court of the Restructuring Documents;
(xiv) obtain entry of a final non-appealable Pension Plan Treatment Order (which orders may include the Confirmation Order), in form and substance acceptable to the Debtors and the Requisite Consenting Creditors;
(xv) (A) use commercially reasonable efforts to keep the Consenting Creditors reasonably informed about the operations of Cenveo and its direct and indirect subsidiaries, and, subject to applicable non-disclosure agreements and the terms thereof, use commercially reasonable efforts to provide the Consenting Creditors any reasonable information reasonably requested regarding Cenveo or any of its direct and indirect subsidiaries and provide, and direct the Debtors’ current employees, officers, advisors and other representatives to provide, to the Ad Hoc Committee Advisors, (1) upon written request to the Debtors’ counsel, reasonable access during normal business hours to the Debtors’ books, records and facilities, and (2) upon written request to the Debtors’ counsel, reasonable access to the senior management and advisors of the Debtors for the purposes of evaluating the Debtors’ assets, liabilities, operations, businesses, finances, strategies, prospects and affairs, and (B) arrange for a teleconference (the “Management Conference Call”) to take place at least once every other calendar week, which Management Conference Call shall (1) require participation by at least one senior member of the Debtors’ management team and permit participation by such Consenting Creditors and their advisors as elect to participate therein, who shall be provided with an invitation to, and details of such, Management Conference Call as soon as reasonably practicable prior to the scheduled date therefor, and (2) be intended for purposes of discussing the Debtors’ financials and such other information and matters reasonably related thereto or reasonably requested by the Requisite Consenting Creditors (it being understood that no such response by the Debtors shall require it to disclose or permit the discussion of, any document, information or other matter (x) that constitutes any Debtor’s confidential, trade secret or proprietary information (unless such Consenting Creditor has signed a confidentiality agreement acceptable to the Debtors), (y) To pay such deposits and parking fees from time in respect of which disclosure to time imposed the Consenting Creditors (or their representatives or contractors) is prohibited by the Landlord law, fiduciary duty or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
binding agreement, or (z) To employthat is subject to attorney client or similar privilege or constitutes attorney work product; provided, at its own costthat, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter aliaeach case, the Tenant’s goods and property, Debtors explain the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of reason they cannot provide such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesresponse).
Appears in 2 contracts
Samples: Restructuring Support Agreement, Restructuring Support Agreement (Cenveo, Inc)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord as follows:-
(a) To punctually pay the Rent reserved, the DepositCompany will, and all other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaid;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other will cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;each Subsidiary to:
(i) Forthwith at all times cause to repair be done all things reasonably necessary to maintain, preserve and amend in a proper renew its corporate existence and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable all material licenses, authorizations and of which written notice shall be given permits necessary to the Tenant or left at the Demised Premisesconduct of its businesses;
(jii) Upon reasonable notice to permit the Landlord maintain and keep its agents with or without workmen properties in good repair, working order and others to lay condition, ordinary wear and fix in tear excepted, and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require make all necessary or desirable repairs, renewals and replacements, so that its businesses may be properly and advantageously conducted at all times, except where the failure to be laid and fixed in and lead through so comply would not have a material adverse effect on the Demised Premises and for the general purposes business, assets, financial condition, results of repairing removing and replacing all operations or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation prospects of the Tenant, the Landlord shall consult the Tenant before such works are implementedCompany and its Subsidiaries taken as a whole;
(kiii) To keep clean pay and discharge when payable all taxes, assessments and governmental charges imposed upon its properties or upon the Demised Premises income or profits therefrom (in each case before the same become delinquent and before penalties accrue thereon) and all claims for labor, materials or supplies which if unpaid might by law become a lien upon any of its property, to the extent to which the failure to so pay or discharge might reasonably be responsible for expected to have a material adverse effect upon the locking and securing business, assets, financial condition, results of operations or prospects of the doors Company and windows of its Subsidiaries taken as a whole, unless and to the Demised Premises at all timesextent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with generally accepted accounting principles, consistently applied) have been established on its books with respect thereto;
(liv) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all other obligations which it incurs pursuant to any contract or agreement, whether oral or written, express or implied, as such requirements obligations become due to the extent to which the failure to so comply might reasonably be expected to have a material adverse effect upon the business, assets, financial condition, results of operations or prospects of the Company and its Subsidiaries taken as may be imposed on an occupier by any Ordinancea whole, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for unless and to indemnify the extent that the same are being contested in good faith and save harmless the Landlord against by appropriate proceedings and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord adequate reserves (as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be determined in accordance with the covenants of the Tenant herein this Agreement contained and generally accepted accounting principles, consistently applied) have been established on its books with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the soonerrespect thereto;
(v) To employ competent personscomply with all applicable laws, rules, regulations and orders of all domestic and foreign governmental authorities, including, without limitation, the Foreign Corrupt Practices Act, the violation of which might reasonably be expected to have a reliable firm material adverse effect upon the business, assets, financial condition, results of operations or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance prospects of the flooringCompany and its Subsidiaries taken as a whole;
(wvi) To keep apply for and use its best efforts to continue in force with responsible insurance companies adequate insurance covering risks of such types and in such amounts as are customary for corporations of similar size engaged in similar lines of business and, without limiting the stock-in-trade foregoing, maintain "key man" life insurance covering Xxxxxxx X. Xxxxx (so long as such individual is an employee of the Company) and other fixtures belonging to naming the Tenant affixed to Company as beneficiary in the Demised Premises insured against loss or damage by fire from time to time during amount of $1,000,000 for each such policy, the Term;proceeds of which will be available for general corporate purposes of the Company; and
(xvii) To pay maintain proper books of record and account which fairly present its financial condition and results of operations and make provisions on its financial statements for the cost of replacing fluorescent tubesall such proper reserves as in each case are required in accordance with generally accepted accounting principles, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesconsistently applied.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Healthgate Data Corp), Warrant Purchase Agreement (Healthgate Data Corp)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord Except as follows:-
(a) To punctually pay the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or otherwise permitted in respect of the Demised Premises in the manner aforesaid;
(b) To pay as and when writing by Interchange or required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender from the date hereof until the Effective Time, BVB shall and yield up unto shall cause the Landlord the whole of the Demised Premises and every part thereof BVB Subsidiaries to:
A. Maintain its corporate existence in good standing;
B. Maintain the general character of its business and substantial repairconduct its business in its ordinary and usual manner;
C. Extend credit only in accordance with existing lending policies;
D. Use all reasonable efforts to preserve its business organization intact; to retain the services of its present employees, order officers, directors and condition agents; to retain its present customers, depositors, suppliers and correspondent banks; and to preserve its goodwill and the goodwill of its suppliers, customers and others having business relationships with it;
E. Use all reasonable efforts to obtain any approvals or consents required to maintain all existing contracts, leases and documents relating to or affecting its assets, Properties and business;
F. Maintain all offices, machinery, equipment, materials, supplies, inventories, vehicles and other Properties owned, leased or used by it (whether under its control or the control of others), in all respects (having regard to their condition at the commencement of this Agreement) good operating repair and clean and free from rubbish (damage by firecondition, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable ordinary wear and tear only excepted) ;
G. Maintain and keep in full force and effect, in all material respects, presently existing insurance coverage and give all notices and present all claims under all insurance policies in due and timely fashion;
H. Comply in all material respects with all keys complete. If laws, regulations, ordinances, codes, orders, licenses and permits applicable to the Tenant shall fail to observe these covenantsproperties and operations of BVB, the Landlord shall carry out necessary works and repairs non-compliance with which could be expected to restore the Demised Premises to have a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, Material Adverse Effect on demand, all sums due and owing under this Clause 5.1BVB;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord I. Permit Interchange and its agents with or without workmen representatives to examine its books, records and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises Properties and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premisesinterview officers, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premiseswhen it is open for business;
J. Timely file all tax returns required to be filed by it and promptly pay all taxes, assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings;
K. Withhold from each payment made to each of its employees the amount of all taxes (tincluding, but not limited to, federal income taxes, FICA taxes and state and local income and wage taxes) At required to be withheld therefrom and pay the expiration or earlier determination same to the proper tax receiving officers;
L. Continue to follow and implement policies, procedures and practices regarding the identification, monitoring, classification and treatment of all assets in substantially the term hereby created to yield up same manner as it has in the Demised Premises and past;
M. Account for all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be transactions in accordance with GAAP (unless otherwise instructed by RAP, in which instance account for such transaction in accordance with RAP) and maintain the covenants allowance for loan losses account for BVB in an adequate amount to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans of BVB, but in no event shall BVB's allowance for loan losses account be less than 0.95% of its total loans outstanding;
N. Promptly charge-off all loans past due 90 days or more, and charge-off all loans reasonably anticipated to be 90 days or more past due as of the Tenant herein this Agreement contained Closing Date.
O. Pay (or establish adequate reserves for) all costs, expenses and other charges to be incurred by BVB associated with all locks and keys complete or at the request cancellation of any Contracts to be cancelled as a result of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
Merger (u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for without limitation the cost of replacing fluorescent tubestermination of its existing data processing agreement).
P. Pay (or establish adequate reserves for) all costs, electricity light bulbs expenses and small light component fittings in other charges to be incurred by BVB associated with the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesMerger.
Appears in 2 contracts
Samples: Merger Agreement (Bridge View Bancorp), Merger Agreement (Interchange Financial Services Corp /Nj/)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants Until sold as permitted by this Agreement, Borrower shall own all Collateral financed by CDF including without limitation, all Accounts, free and clear of all liens, security interests, claims and other encumbrances, whether arising by agreement or operation of law (collectively “Liens”), other than Liens in favor of CDF and subordinate Liens in favor of other persons with respect to which CDF shall have first consented in writing and other than Permitted Encumbrances (as defined in the Landlord as follows:-
Credit Agreement). Borrower will: (i) keep all Collateral at Permitted Locations; (ii) promptly file all tax returns required by law and promptly pay all taxes, fees, and other governmental charges for which it is liable, including without limitation all governmental charges against the Collateral or this Agreement except where (a) To punctually pay the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or validity or amount thereof is being contested in respect of the Demised Premises in the manner aforesaid;
good faith by appropriate proceedings or (b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon failure to make payment could not reasonably be expected to individually or in respect of or attributed the aggregate result in a material adverse effect; (iii) permit CDF and its designees, upon notice, to inspect the Demised Premises over Collateral during normal business hours (and above the amount levied Borrower hereby grants CDF and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and its designees an irrevocable license to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the LandlordBorrower’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and business locations during normal business hours upon reasonable notice to enter upon the Demised Premises Borrower to account for and inspect all Collateral and to view the condition thereof examine and to take inventories of the Landlordcopy Borrower’s fixtures therein books and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant records related to the Landlord Collateral); (iv) keep complete and be forthwith recoverable by action accurate records of its business, including inventory, Accounts and sales, and permit CDF and its designees to inspect and copy such debt shall include records upon request; (v) furnish CDF with such additional information regarding the LandlordCollateral and Borrower’s surveyor’s or architect’s fees;
(i) Forthwith to repair business and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage financial condition as the Landlord CDF may from time to time reasonable require reasonably request; (vi) immediately notify CDF of any material adverse change in Borrower’s prospects, business, operations or condition (financial or otherwise) or in Collateral; (vii) execute all documents CDF requests to perfect and maintain CDF’s security interest in the Collateral and provide prompt notification to CDF of any UCC filing made by Borrower that purports to terminate any UCC filing made by CDF in connection herewith or exclude from the Collateral any assets subject to the grant in Section 4 hereof; (viii) at all times be duly organized, existing, in good standing, qualified and licensed to do business in each jurisdiction in which the nature of its business or property so requires except where the failure to be laid and fixed so qualified or licensed or in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation good standing could not reasonably be expected to result in a material adverse effect; (ix) notify CDF of the Tenantcommencement of any material legal proceedings against Borrower, provided however, that the Landlord shall consult the Tenant before disclosure of any such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice legal proceedings in a filing by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord Borrower with the reasonable rules United States Securities and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition Exchange Commission shall be deemed presumptive notice to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
CDF; (px) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directionslaws, rules and regulations laid down by the Landlord from time applicable to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termitesBorrower, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter aliaincluding without limitation, the Tenant’s goods USA PATRIOT ACT and propertyall laws, the Landlord’s Fixtures rules and Fittings, plate glasses, public liability, fire regulations relating to import or export controls or anti-money laundering; and any other claims (xi) maintain a system of accounting in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present accordance with generally accepted accounting principles and account records which contain such information in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord a format as may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesrequested by CDF.
Appears in 2 contracts
Samples: Business Financing Agreement, Business Financing Agreement (Brunswick Corp)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with From and after the Landlord as follows:-Signing Date until the Escrow Termination Date (after taking into account any extensions of the Escrow Termination Date)(the “Covenant Expiration Event”), the Company shall (and shall cause its Subsidiaries to):
(a) To punctually pay use its best efforts to consummate the Rent reserved, Closing on or before the Deposit, and all other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaidEscrow Termination Date;
(b) To pay as use its best efforts to keep in full force and when required by the Landlord an additional sum over effect its corporate existence and above the Rent hereby reserved in respect of any increase in municipal all material rights, franchises, intellectual property rights and goodwill relating or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed pertaining to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingits businesses;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on conduct its operations only in the Demised Premises and to enter into separate contracts ordinary course of business consistent with the relevant authorities or corporation for the provision of these servicespast practice;
(d) At the expiration maintain its books, accounts and records in accordance with past practice or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage as required by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1generally accepted accounting principles;
(e) To place duly pay and discharge, or cause to be paid and discharged, before the same shall become overdue, all debristaxes, wastesassessments and other governmental charges imposed upon it and its properties (real and personal), disposable itemssales and activities, garbage or any part thereof, or upon the income or profits therefrom, as well as all claims for labor, materials, or supplies that if unpaid could reasonably be expected to by law become a lien on any of its property; provided that any such tax, assessment, charge, levy or claim need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and rubbish securely wrapped if the Company or any Subsidiary shall have set aside on its books adequate reserves with respect thereto in waterproof bags in accordance with generally accepted accounting principals, consistently applied; and provided, further that it pay all such taxes, assessments, charges, levies or claims forthwith upon the receptacles designated thereforcommencement of proceedings to foreclose any lien or other encumbrance that may have attached as security therefore;
(f) To keep use its best efforts to obtain all authorizations, consents, waivers, approvals or other actions and to make all filings and applications necessary or desirable to consummate the interior of transactions contemplated hereby and to cause the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging conditions to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) obligation to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall close to be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofsatisfied;
(g) To use promptly notify the Demised Premises for Investors in writing if, to the purpose Company’s Knowledge, (i) any of an administrative office but not limited the representations and warranties (together with the Disclosure Schedules) made by it herein or in any of the other Transaction Document cease to administrationbe accurate and complete in all material respects, computeror (ii) it fails to comply with or satisfy any material covenant, data and communication centercondition or agreement to be complied with or satisfied by it hereunder or under any other Transaction Document;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable give notice to enter upon the Demised Premises Investors in writing within three (3) days of becoming aware of any litigation or proceedings threatened in writing against the Company or any of its Subsidiaries or any of its directors or officers or any pending litigation and to view proceedings affecting the condition thereof and to take inventories Company or any of the Landlord’s fixtures therein and to do structural its Subsidiaries or external repairs on the Demised Premises any of its directors or officers or to other portions which any of them is or becomes a party involving a claim against any of them, stating the Building nature and status of which they may form a part such litigation or to any contiguous building not conveniently accessible otherwise than from or through proceedings, provided, however, that the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant Investors shall not within ten (10) days after service of such notice proceed diligently be provided with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s feesmaterial non-public information without their express prior written consent;
(i) Forthwith to repair and amend promptly notify the Investors in a proper and workmanlike manner any defects in respect writing of the Demised Premises for which the Tenant is liable and occurrence of which written notice shall be given to the Tenant or left at the Demised Premises;any breach of any term of this Agreement; and
(j) Upon reasonable notice to permit the Landlord its agents comply in all material respects with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
applicable laws and regulations wherever its business is conducted, (ii) the alteration provisions of the name its Certificate of the business of the Tenant;
Incorporation and Bylaws, (iii) all material agreements by which the assignmentCompany, transferits Subsidiaries or any of their respective properties may be bound, saleand (iv) all applicable decrees, charge or otherwise disposal of the Tenant’s business;
(cc) To take orders, and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesjudgments.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Novelos Therapeutics, Inc.), Securities Purchase Agreement (Novelos Therapeutics, Inc.)
AFFIRMATIVE COVENANTS. A. The Tenant Borrower hereby covenants with and undertakes to ICF that the Landlord as follows:-Borrower shall:
(a) To punctually pay Utilise the Rent reserved, Loan only for the Deposit, Purpose and all for no other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaidpurpose whatsoever;
(b) To pay as Observe and when required by perform all the Landlord an additional sum over terms and above conditions contemplated under the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the BuildingFinance Documents;
(c) To pay all charges for electricity, water, telephone, sewerage Inform ICF at regular intervals of the progress of the Purpose and shall promptly notify ICF any other services supplied to event or consumed separately on circumstance which might cause a delay in the Demised Premises and to enter into separate contracts with the relevant authorities commencement or corporation for the provision completion of these servicessuch Purpose;
(d) At If the expiration Property is to be acquired, constructed or sooner determination renovated, ensure that the Property is acquired/ construction/ renovations will be completed on the land comprising the Property as indicated in the Finance Documents and in accordance with the sanctioned plan and the Borrower will obtain and produce to ICF a certified true copy of this Agreement, to peaceably surrender occupation/ completion certificate/permission for renovations (if applicable) issued by the concerned municipal and/ or other concerned authority and yield up unto the Landlord the whole keep ICF informed of the Demised Premises and every part thereof progress of construction/renovation/expansion of the Property. ICF shall promptly be notified of any event or circumstances which might cause a delay in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement or completion of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act the construction/renovation of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, Property or delay in the Landlord shall carry out necessary works and repairs to restore acquisition of the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1Property;
(e) To place Maintain the Property in good order and condition and all debrisnecessary repairs, wastes, disposable items, garbage additions and rubbish securely wrapped in waterproof bags in improvements thereto will be made during the receptacles designated thereforcurrency of the Loan and that the Borrower will ensure that the value of the Property does not diminish;
(f) To keep Forthwith notify ICF of any change in the interior employment, business or profession of the Demised Premises including Borrower. In the flooring and interior plaster and other surface material on walls and ceilings and event the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised PremisesBorrower is self-employed, the Landlord may serve upon Borrower hereby undertakes to keep ICF informed about the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service financials of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in his/her business on a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements regular basis as may be imposed on an occupier notified to him/her by any OrdinanceICF. In the event the Borrower is a company, Act of Parliamentpartnership, Enactmenttrust, By-Laws now HUF or hereafter in force and any orders rules regulations sole proprietary, the Borrower shall provide ICF such information and/ or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises documents as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage required by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord ICF from time to time;
(aag) To take Duly and punctually comply with all reasonable precautions the terms and conditions of holding the Property and all the rules, regulations, bye-laws, etc., of the concerned Co-operative Society, association, company or any other competent Authority, and pay such maintenance and other charges for the upkeep of the Property as also any other dues, etc., as may be payable in respect of the Property and/or of the use thereof and shall pay all taxes, municipal taxes, ground rent and other municipal and local charges in accordance with the municipal laws and regulations;
(h) Keep himself/herself/itself acquainted with the rules, regulations and policies of ICF, in force from time to keep time, in relation to availing financial facilities from ICF;
(i) Ensure that the Demised Premises Property is insured against fire, earthquake, flood, xxxxx, xxxxxxx, typhoon and such other risks, natural calamities or hazards, as may be required by ICF, with ICF being made the sole beneficiary under the policy/ies, for a value as required by ICF and shall ensure that the insurance policy/ies is/are valid, subsisting and operative by complying with the terms of issue of such insurance policy/ies including the timely payment of the premium for such policy/ies and produce evidence thereof to ICF from time to time and wherever called upon to do so;
(j) Promptly inform ICF of any loss or damage to Property due to any reason including fire, earthquake, flood, xxxxx, xxxxxxx or typhoon or malicious damage or any act of God;
(k) Allow any person authorised by ICF to have free access to the Property for the purpose of inspection of the Property;
(l) Forthwith notify ICF of:
i) Any dispute which might arise between the Borrower and any third party or any Authority in relation to the Property;
ii) Any distress or execution being levied against the Property or any part thereof free thereof;
iii) Any circumstance which may affect the ability of termitesthe Borrower to comply with the terms and conditions of the Finance Documents;
iv) Change in the Borrower’s address
(m) Do, ratsperform and execute all such acts, micedeeds, cockroaches matters, things, agreements, documents, deeds, writings, papers, indemnities, power of attorney, instruments etc. as ICF nay consider necessary either for the perfection of the Security/Security Interest or to carry out the intent of the Finance Documents;
(n) Create the Security Interest/first and exclusive mortgage over the Property in favour of ICF in such form, substance and manner as may be required by ICF;
(o) Timely and at the cost of the Borrower register and/or file the Security Interest created in favour of ICF, in such form and manner as may be acceptable to ICF, with the registrars, registry and authorities as mentioned in the Schedule hereto and with such other Authority/register as may be required under Law or by ICF;
(p) Submit all the original title deeds in relation to the Property with ICF;
(q) Permit ICF and all other persons authorised by ICF to inspect all the books of accounts and other records of the Borrower;
(r) Ensure timely payment of the EMI and all Outstanding Amounts to ICF and ensure that the Repayment Instrument(s) issued towards payment of the EMI are honored on presentation. The Borrower shall ensure that his/her/its bank account has been debited towards the EMI and in case of his/her/its account not been so debited, the Borrower shall be obliged to inform ICF in this regard within two (2) Business Days from the due date of such EMI;
(s) Pay, bear and/or reimburse ICF all costs, charges, expenses for any purpose relating to the Finance Documents including any taxes, stamp duties, rates, duties, charges and any other pests imposts and obligations (whether existing or vermin which may become payable in future) pertaining to Loan or the Finance Documents or for enforcing the terms thereof;
(t) Provide such information/document to ICF as may be required by ICF, from time to time, in relation to the Borrower, its employment, trade, business and/or profession and/or in relation to the Property;
(u) Exercise due care and animals. The Landlord caution (including, where necessary, by obtaining advise of tax/ legal/ accounting/ financial/ other professionals) prior to taking of the decision, acting or omitting to act, in respect of financing and/ or the Property and further agrees, confirms and acknowledges that ICF is not responsible for any delay in construction/ giving of possession/ completion/ renovation of the Property including where ICF may require have approached/ sanctioned or otherwise provided by the Tenant Borrower any information in respect of the builder/ developer/ seller of the Property;
(v) Ensure that the documents pertaining to employ at acquisition of Property as entered into by the Tenant’s cost Borrower or executed for and on behalf of the Borrower which is the subject matter of the Loan are valid and subsisting during the tenure of the Loan, subject to the terms of the Finance Documents, and the legal and beneficial ownership of the Property shall continue being in the name of the Borrower during the tenure of the Loan subject to the terms of the terms of Finance Documents;
(w) If the Borrower is a company, register the charge created in favour of ICF in proper form with the Register of Companies within a period of thirty (30) days from the date of creation of charge;
(x) Ensure that the Borrower has a clear and marketable title to the Property offered or to be offered as Security Interest, and the same is free from all reasonable doubts and encumbrances;
(y) If the Borrower is not an individual, promptly inform ICF of change in location of its office/ registered office, name, main business activity of the Borrower;
(z) Ensure that any Security provided by the Borrower to ICF/ICF Group under any other credit facility shall be available to ICF under the Finance Documents upon the occurrence of a Default under the Finance Documents and vice versa;
(aa) Furnish such pest extermination contractors number of PDCs to ICF as the Landlord may nominate and at such reasonable intervals as the Landlord may directbe required by ICF;
(bb) To notify Forthwith issue fresh Repayment Instrument(s) to ICF as may be required by ICF in the Landlord by notice event of any change/variation in writing in one or more of the following events:-
(i) the alteration or change in the principle activities date of payment of the Tenant’s business;
EMIs or the PEMIIs; (ii) the alteration amount of the name of the business of the Tenant;
principal, interest, EMIs or PEMIIs; or (iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s businessnumbers thereof;
(cc) To At all times during the continuance of the Loan, maintain the LTV as indicated in the Sanction Letter/Finance Documents or as may be communicated by ICF from time to time.
B. The Borrower further agrees, confirms, undertakes and covenants as follows:
(a) Without prejudice to the other rights of ICF under Law and the Finance Documents, in case LTV falls below the value as indicated in the Sanction Letter/Finance Documents or as communicated to the Borrower, ICF may require the Borrower to restore the LTV and the Borrower shall make up the difference either by payment in cash to ICF or by causing the delivery to ICF of additional security, acceptable to ICF, of the value necessary to make up the amount of shortfall forthwith upon occurrence of such shortfall;
(b) The Borrower agrees, accepts and acknowledges that ICF’s standard internal loan-to-security value criteria, currently margin standards and requirements, to-up sell-out periods, requirements and procedures, are at all times determined by ICF in its discretion based on ICF’s internal policies prevailing from time to time, and that such internal criteria, standards, requirements and/ or procedures shall be applied in the event that the terms and conditions of this Agreement/Finance Documents are inconsistent with or contrary to such revised criteria, standards, requirements and/ or procedures, ICF shall so inform the Borrower of such inconsistency and the terms of this Agreement/Finance Documents shall thereafter be deemed to have been and stand amended or modified to the extent necessary without the requirement of any further action of the part of ICF and/ or the Borrower;
(c) The valuation of the Property done by ICF shall be conclusive proof of the value of such Property and shall be binding on the Borrower. The Borrower agrees to accept such valuation done by ICF without any demur or protest;
(d) If the Borrower fails to restore the LTV with additional Security Interest in the manner as aforesaid, ICF shall be entitled to sell or redeem the Property over which ICF has Security Interest in relation to the Loan; The sale/redemption proceeds shall be applied in reduction of the Outstanding Amount in such order as ICF may deem fit.
(e) The Borrower may sell, transfer and/or dispose the Property only with the prior written consent of ICF. The sale/redemption proceeds upon such sale, transfer and/or disposition with the prior written consent of ICF shall be applied in reduction of the Outstanding Amount in such order as ICF may deem fit;
(f) In addition, ICF shall be entitled, but not obligated to, and the Borrower does hereby authorize ICF to take on behalf of the Borrower all actions deemed necessary to mitigate any loss or preserve the Property or the Security Interest;
(g) The Borrower agrees, accepts and maintain sufficient acknowledges that ICF’s standard internal LTV criteria, and adequate insurance coverage with reputable insurance companies covering requirements, are at all times determined by ICF at its discretion based on its internal policies prevailing from time to time;
(h) Without prejudice to ICF’s rights under the risks, inter aliaFinance Documents, the Tenantinterest and the other amounts payable by the Borrower shall be charged/debited to the Borrower’s goods Loan account on the respective due dates thereof and propertyshall be deemed to form part of the Outstanding Amount. Such interest and other amounts shall, accordingly attract interest at the Rate of Interest as applicable to the Loan in terms of the Finance Documents until realisation thereof by ICF;
(i) ICF shall be authorised to fill in any and all relevant details in any Repayment Instrument(s)/Repayment Cheque(s)/instruments/documents or endorse the Repayment Instrument(s)/Repayment Cheque(s) in any manner as ICF may deem fit and/or necessary in its sole discretion;
(j) If a Borrower is a Non Resident Indian, the Landlord’s Fixtures Borrower agrees to repay the Loan in accordance with the rules, regulations, guidelines and Fittingsnorms of the Reserve Bank of India (“RBI”);
(k) If a Borrower is a trust, plate glassesthe Purpose of the Loan is for the fulfilment of the purpose of the Borrower being a trust;
(l) If a Borrower is a HUF, public liability, fire the Purpose of the Loan is for the benefit of the estate of the Borrower being a HUF or is a legal necessity and any other claims the payment/re-payment of the Outstanding Amount in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesLoan constitutes a legal necessity.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Unless IFC otherwise agrees, the Landlord as follows:-Borrower shall:
(a) To punctually pay carry out the Rent reserved, the Deposit, Project and all other sums payable under this Agreement and/or conduct its business with due diligence and efficiency and in respect of the Demised Premises accordance with (i) good international oil industry practices and standards; (ii) sound financial and business practices generally accepted in the manner aforesaid;international oil industry; (iii) the Development Plan(s) and approved Work Program and Budget(s); and (iv) the requirements of all applicable laws and regulations;
(b) To pay as and when required by cause the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed Loans to be applied exclusively to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;Project;
(c) To pay all charges for electricitymaintain an accounting and control system, watermanagement information system and books of account and other records, telephone, sewerage which together adequately present fairly the financial condition of the Borrower and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts results of its operations in conformity with the relevant authorities or corporation for the provision of these services;Accounting Principles;
(d) At the expiration or sooner determination maintain at all times a firm of this Agreement, internationally recognized independent public accountants acceptable to peaceably surrender and yield up unto the Landlord the whole IFC as auditors of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;Borrower;
(e) To place all debrisirrevocably authorize, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;form of Schedule 5, the Auditors (whose fees and expenses shall be for the account of the Borrower) to communicate directly with IFC at any time regarding the Borrower's accounts and operations, and provide to IFC a copy of that authorization, and, no later than thirty (30) days after any change in Auditors, issue a similar authorization to the new Auditors and provide a copy thereof to IFC;
(f) To keep upon IFC's request, such request to be made with reasonable prior notice to the interior Borrower, except if an Event of Default or Potential Event of Default is continuing or if special circumstances so require, permit representatives of IFC and CAO, during normal office hours, to:
(i) visit the Project site and any of the Demised Premises including premises where the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property business of the Landlord Borrower is conducted (such visit to be conducted in upon conformance with the Borrower's health, safety and belonging environment policy to the Demised Premises extent that such policy does not unreasonably interfere therewith);
(ii) inspect all facilities, plant and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save equipment comprised in the case Project;
(iii) have access to the Borrower's books of fire where the insurance moneys are rendered irrecoverable in consequence account and records; and
(iv) have access to those employees, agents, contractors and subcontractors of the act Borrower who have or default may have knowledge of the Tenant) matters with respect to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;which IFC seeks information;
(g) To use ensure that the Demised Premises for design, construction, operation, maintenance, management and monitoring of the purpose Project's sites, plants, equipment, operations and facilities are undertaken in compliance with (i) the E&S Action Plan, (ii) the applicable requirements of an administrative office but not limited to administrationthe Performance Standards, computer, data and communication center;(iii) the EHS Guidelines;
(h) To permit periodically review the Landlord form of Annual Monitoring Report and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice advise IFC as to enter upon the Demised Premises and to view the condition thereof and to take inventories whether revision of the Landlord’s fixtures therein and to do structural form is necessary or external repairs on the Demised Premises or to other portions appropriate in light of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant changes to the Landlord Borrower's business or operations, or in light of environmental or social risks identified by the Borrower's E&S Management System; and be forthwith recoverable by action such debt shall include revise the Landlord’s surveyor’s or architect’s fees;form as agreed with IFC;
(i) Forthwith use all reasonable efforts to repair ensure the continuing implementation and amend operation of the E&S Management System to assess and manage the social and environmental performance of the Project in a proper manner consistent with the Performance Standards and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;EHS Guidelines;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require time, execute, acknowledge and deliver or cause to be laid executed, acknowledged and fixed delivered such further instruments as may reasonably be requested by IFC for perfecting or maintaining in full force and lead through effect the Demised Premises and Security or for re-registering the general purposes of repairing removing and replacing all Security or any of such wires, cables, ducts and pipes unless if such works may severely disrupt otherwise to enable the operation of Borrower to comply with its obligations under the Tenant, the Landlord shall consult the Tenant before such works are implemented;Transaction Documents;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(li) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at in force (and where appropriate, renew in a timely manner) all Authorizations (including any Authorizations from any Authority of the Tenant’s own expense all licences, permits, registration, approvals and other consents GOG and/or CEMAC) that are necessary for the conduct implementation of the permitted business;
(n) To observe Project, the carrying out of the Borrower's business and conform to all reasonable rules regulations operations generally and instructions as may from time to time be made the compliance by the Landlord or Borrower with all its duly authorised agents for obligations under the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises Transaction Documents and the common entrance Material Contracts; and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all times.
Appears in 2 contracts
Samples: Supplemental Agreement, Supplemental Agreement (Vaalco Energy Inc /De/)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord as follows:-
(aSubject to Section 25(a) To punctually pay the Rent reservedhereof, the DepositCompany, jointly and severally, agrees that, for the duration of the Restructuring Support Period, unless otherwise consented to or waived in writing by the Requisite Supporting Parties, the Company shall use reasonable efforts, and all other sums payable under this Agreement and/or in respect of as applicable shall cause the Demised Premises in the manner aforesaid;
(b) To pay as RCS Debtors and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed Non-RCS Debtors to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and use reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;efforts to:
(i) Forthwith (A) pursue and take in good faith all reasonable actions necessary to repair cause the implementation and amend in a proper and workmanlike manner any defects in respect consummation of the Demised Premises for which Restructuring Transaction (including, without limitation, seeking the Tenant Bankruptcy Court’s approval of the Restructuring Documents and DIP Credit Agreement, adequate protection, and other relief that may be set forth in the DIP Order, as applicable, the Solicitation and confirmation of each Plan and the consummation of the Restructuring Transaction pursuant to each Plan), (B) not take any action that is liable inconsistent with the implementation or consummation of the Restructuring Transaction and of which written notice shall be given to (C) otherwise satisfy the Tenant or left at the Demised Premisesconditions set forth in this Agreement;
(jii) Upon reasonable notice to permit the Landlord its agents comply with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation each of the Tenantdeadlines provided in the DIP Facility Term Sheet, which shall be included in the Landlord shall consult DIP Order and/or the Tenant before such works are implementedDIP Credit Agreement;
(kiii) To keep clean comply with any other deadlines set forth herein and in the Demised Premises Plan Term Sheet and be responsible for the locking and securing of the doors and windows of the Demised Premises at all timesNon-RCS Debtors Plan Term Sheet;
(liv) To alter timely file an objection to any window motion filed with the Bankruptcy Court by any Person seeking an order (A) directing the appointment in the Chapter 11 Cases of an examiner with expanded powers or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the namea trustee, reputation or standing (B) converting any of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct Chapter 11 Cases to cases under chapter 7 of the permitted business;
Bankruptcy Code, (nC) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management dismissing any of the Building and notified by the Landlord Chapter 11 Cases or its duly authorised agent to the Tenant;
(oD) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord granting any relief that is inconsistent with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At in any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the soonermaterial respect;
(v) To employ competent persons, timely file an objection to any motion filed with the Bankruptcy Court by any Person seeking an order modifying or terminating the RCS Debtors’ or Non-RCS Debtors’ exclusive right to file and/or solicit acceptances of a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance plan of the flooringreorganization;
(wvi) To keep subject to prior entry into existing confidentiality agreements, or, if not party to an existing confidentiality agreement with the stock-in-trade Company prior to the date hereof, prior to entry into a reasonably acceptable confidentiality agreement with the Company, provide to the Supporting Parties’ Advisors, and direct their employees, officers, advisors and other fixtures belonging representatives to provide the Supporting Parties’ Advisors with (A) reasonable access (without any material disruption to the Tenant affixed conduct of the Company’s businesses) during normal business hours to the Demised Premises insured against loss Company’s books and records, (B) reasonable access to the management and advisors of the Company for the purposes of evaluating the Company’s assets, liabilities, operations, businesses, finances, strategies, prospects and affairs and (C) timely and reasonable responses to all reasonable diligence requests;
(vii) promptly notify the Supporting Parties of any newly commenced material governmental, regulatory or damage third party litigations, investigations or hearings;
(viii) promptly notify the Supporting Parties of any breach by fire from time the Company of which the Company has knowledge in respect of any of the obligations, representations, warranties, or covenants set forth in this Agreement by furnishing written notice to time during the TermSupporting Parties’ Advisors within three (3) Business Days of actual knowledge of such breach;
(ix) distribute any and all material pleadings to be filed with the Bankruptcy Court to the Supporting Parties’ Advisors as promptly as practicable in advance of, and in no event less than one Business Day in advance of, any filing thereof;
(x) To pay for to deliver to the cost Supporting Parties and the Supporting Parties’ Advisors by no later than the close of replacing fluorescent tubesbusiness each Thursday beginning on the date hereof, electricity light bulbs a “weekly flash report” report summarizing the Company’s financial and small light component fittings operational performance as of the one-week period ending on the preceding Friday, substantially in the Demised Premisesform of, and containing no less information than, the form report attached hereto as Exhibit G;
(yxi) To pay such deposits and parking fees from time to time imposed deliver to the DIP Lenders by no later than the Landlord or any other party managing close of business each Thursday, beginning on the car park Thursday following the Commencement Date, a variance report for the use Company for all weeks since the entry of the car park space(s) provided DIP Order immediately preceding the date of each such delivery, comparing actual cumulative receipts and disbursements for such period to cumulative receipts and disbursements, respectively, for such period as set forth in the TenantDIP Budget;
(zxii) To employobtain any and all required governmental, at its own cost, its own cleaning contractor from regulatory and/or third party approvals necessary or required for the Landlord’s panel implementation or consummation of contractors to keep the Demised Premises clean and Restructuring Transaction or the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down approval by the Landlord from time to time;Bankruptcy Court of the Restructuring Documents, as applicable; and
(aaxiii) To take all use commercially reasonable precautions efforts to keep the Demised Premises or any part thereof free of termitespreserve its businesses and assets, ratsmaintain its operating assets in their present condition (ordinary wear and tear excepted), mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such existing insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all times.
Appears in 2 contracts
Samples: Restructuring Support Agreement, Restructuring Support Agreement (RCS Capital Corp)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants Borrower agrees that until the termination of the Commitment and the payment and satisfaction in full of all the Obligations, the Borrower will comply with the Landlord its obligations as follows:-set forth throughout this Agreement and will:
(a) To punctually pay furnish the Rent reservedBank: (i) as soon as available but in any event within ninety (90) days after the close of each fiscal year, its Financials, prepared in accordance with GAAP, for such fiscal year, in such form as is satisfactory for inclusion in the audited Financials of Ormat Industries Ltd. (the ultimate parent company), and certified by the Borrower's accountants; (ii) as soon as available but in any event within sixty (60) days after the end of each fiscal quarter its unaudited Financials for such quarter, certified by its chief financial officer; and (iii) together with the quarterly and annual audited Financials, a certificate of the Borrower certifying that no Default or Event of Default has occurred, or if it has, the Deposit, and all other sums payable under this Agreement and/or in actions taken by the Borrower with respect of the Demised Premises in the manner aforesaidthereto;
(b) To pay keep true and accurate books of account, maintain its current fiscal year and permit the Bank or its designated representatives to inspect the Borrower's premises during normal business hours and to examine and be advised as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal to such or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed business records upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement request of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the BuildingBank;
(ci) To pay maintain its corporate existence, business and assets, (ii) keep its business and assets adequately insured, (iii) maintain its chief executive office in the United States, (iv) continue to engage in the same lines of business, and (v) comply with all charges for electricityRequirements of Law, water, telephone, sewerage including ERISA and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these servicesEnvironmental Laws;
(d) At notify the expiration Bank promptly in writing of (i) the occurrence of any Default or sooner determination Event of this AgreementDefault, to peaceably surrender (ii) any material noncompliance with ERISA or any Environmental Law or proceeding in respect thereof which could have a Materially Adverse Effect, (iii) any change of address, (iv) any threatened or pending litigation or similar proceeding affecting the Borrower or any Affiliate which could have a Materially Adverse Effect, or any material adverse change in any such litigation or proceeding previously reported, and yield up unto the Landlord the whole (v) material claims against any assets or properties of the Demised Premises and every part thereof Borrower or any of its Affiliates encumbered in good and substantial repair, order and condition in all respects (having regard to their condition at favor of the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;Bank; and
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply cooperate with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to Bank, take such action, execute such repairs or works or make documents, and provide such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage information as the Landlord Bank may from time to time reasonable require reasonably request in order further to be laid effect the transactions contemplated by and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesLoan Documents.
Appears in 2 contracts
Samples: Bridge Loan Agreement (Ormat Technologies, Inc.), Bridge Loan Agreement (Ormat Technologies, Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants During the period from the Agreement Date to the Effective Time, except as expressly provided in this Agreement or with the Landlord as follows:-
(a) To punctually pay the Rent reservedprior written consent of CUNB and CUB, the Deposit, and all other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaid;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant consent shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;unreasonably withheld, FENB will:
(i) Forthwith operate its businesses, in the usual, regular and ordinary course of business; use commercially reasonable efforts to repair preserve intact their business organization, employees and amend in a proper advantageous customer relationships and workmanlike manner any defects in respect of to continue to develop such customer relationships and retain the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord services of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain officers and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their key employees;
(pii) To comply with all such requirements maintain and keep its properties in as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force good repair and any orders rules regulations or notice made thereundercondition as at present except for obsolete properties and for deterioration due to ordinary wear and tear;
(qiii) To comply with the provisions for the health, safety maintain in full force and welfare effect insurance comparable in amount and scope of persons employed coverage to work in the Demised Premises laid down that now maintained by any law and any regulations thereunder for the time being in forceit;
(riv) To be responsible for perform in all material respects all of its obligations under contracts, leases and obligations relating to indemnify and save harmless the Landlord against affecting its assets, properties and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make businesses except such obligations as it may in good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the soonerfaith reasonably dispute;
(v) To employ competent persons, a reliable firm or company acceptable to maintain its rights and franchises; and voluntarily take no action which would (A) result in FENB incurring material losses; (B) adversely affect the Landlord to regularly clean the Demised Premises including the maintenance ability of the flooringparties to obtain any Regulatory Approval or other approvals of Governmental Entities required for the transactions contemplated hereby or materially increase the period of time necessary to obtain such approvals, or (C) adversely affect its ability to perform its covenants and agreements under this Agreement;
(wvi) To keep the stock-in-trade maintain FENB’s ALLL substantially in accordance with past practices and methodology and GAAP (providing however, that any changes in practices or methodology shall be attributable to accounting or GAAP changes, or changes required by its Bank Regulators, only);
(vii) charge off all loans, leases and other fixtures belonging assets, or portions thereof, deemed uncollectible or classified as “loss” in accordance with GAAP or applicable Law or regulation, or as directed by its Bank Regulators;
(viii) give notice to and consult with CUNB prior to hiring any employees or independent contractors whose positions and compensation were not included in FENB’s 2014 budget as previously provided to CUNB;
(ix) give notice to and consult with CUNB before acquiring any security or investment for the Tenant affixed to FENB investment portfolio other than in the Demised Premises insured against loss or damage by fire from time to time during the Termordinary course of business and consistent with past practice;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs substantially comply with and small light component fittings in the Demised Premises;
(y) To pay such deposits perform all material obligations and parking fees from time to time duties imposed upon it by Law imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided Governmental Entity applicable to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(iixi) the alteration timely make all Regulatory Filings and any other filings required to be filed with any applicable Bank Regulator or Governmental Entity and will comply in all material respects with all of the name applicable Laws or rules enforced or promulgated by any Bank Regulator or Governmental Entity with which it any Regulatory Filing or any other filings will be filed and none will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the business circumstances under which they will be made, not misleading. Any financial statement contained in any such Regulatory Filing, or other filing that is intended to present the financial position of FENB will fairly present the Tenantfinancial position of FENB and will be prepared in accordance with GAAP consistently applied during the periods involved or, to the extent then required, the applicable accounting procedures required by any Bank Regulator or Governmental Entity with which such Regulatory Filing or other filing will be filed;
(iiixii) give notice to all holders of FENB Options, other than FENB Founder Options, by not later than thirty (30) days prior to the Effective Time, that such FENB Options shall, unless exercised prior to the Effective Time, be deemed to be FENB Continuing Options and, therefore, shall be converted into Replacement Options of CUNB granted by CUNB under the CUNB Compensation and Benefit Plans with terms and conditions that are substantially the same to the FENB Continuing Option, including, without limitation, the same expiration dates as provided in the respective Option Grant Agreement; except that that such Replacement Options shall: (A) be for that number of shares of CUNB Common Stock equal to the product of (I) the assignment, transfer, sale, charge or otherwise disposal number of shares of FENB Common Stock subject to such FENB Continuing Option and (II) the Exchange Ratio rounded down to the closest whole number of shares; and the exercise price per share shall be equal to (Y) the option exercise price per share of the Tenant’s businessFENB Continuing Option divided by (Z) the Exchange Ratio rounded up to the next whole cent; and (B) to the extent such FENB Option did not qualify as an “Incentive Stock Option” pursuant to Section 422 of the Code, expire and no longer be exercisable as of the expiration date of the FENB Continuing Option notwithstanding a cessation of affiliation of the holder thereof other than for “cause” as determined in accordance with the terms of the applicable CUNB Compensation and Benefit Plan (subject to change as described in and authorized by Section 3.4.2);
(ccxiii) To upon request of CUNB, at least 30 Business Days prior to the Effective Time make disclosures to all holders of FENB Continuing Options and Founders Options confirming the treatment of the options and obtain written acknowledgement from each holder of FENB Continuing Options of receipt of the disclosures and shall provide a copy of each such acknowledgment to CUNB at least five (5) Business Days prior to the Effective Time; and
(xiv) timely take all actions and maintain sufficient receive all required consents of any third parties, any Bank Regulator or other Governmental Entity necessary to terminate the FENB Compensation and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire Benefit Plans as so specified by CUNB and any 401(k) Plan to be effective as of the Effective Time or such other claims in respect time as may be required pursuant to the terms of such plan, any applicable Law or regulations of any injuries caused to any employeesGovernmental Entity applicable thereto, visitors or invitees or persons lawfully present but in no event later than the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesEffective Time.
Appears in 2 contracts
Samples: Merger Agreement (CU Bancorp), Merger Agreement (CU Bancorp)
AFFIRMATIVE COVENANTS. The Except as already provided for in this Lease, Tenant hereby covenants with at its expense at all times during the Landlord Term and such further time as follows:-Tenant occupies the Leased Premises or any part thereof:
(a) a. To punctually pay promptly when due the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or in respect entire cost of the Demised Premises any work in the manner aforesaid;
(b) To pay as and when required Leased Premises undertaken by Tenant so that the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Leased Premises and the water closets lavatories Property shall at all times be free of liens for Labor and conveniences materials; to procure all necessary permits before undertaking such work; to do all of which the Tenant has the exclusive use such work in a good and tenantable repair workmanlike manner, employing materials of good quality; to perform such work only with contractors and condition plans previously approved in writing by Landlord, if required by this Lease (fair wear which approval will not be unreasonably withheld); to comply with all governmental requirements; and tear to defend and save Landlord and Landlord’s employees, beneficiaries and agents harmless and indemnified from all injury, loss, claims or damage to any person or property (including the cost for defending against the foregoing) occasioned by fireor growing out of such work.
b. Tenant shall in all cases indemnify, xxxxxdefend and save Landlord, xxxxxxxLandlord’s property manager, riot Landlord’s beneficiaries, employees, members and agents and their respective successors and assigns harmless and indemnified from all injury, loss, claims or damage to any person or property while on the Leased Premises or any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence part of the act Leased Premises from anyone claiming by, through or default of under Tenant.
c. To permit Landlord, Landlord’s property manager, Landlord’s mortgagees and their agents to enter the Tenant) to the Leased Premises at reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises times for the purpose of an administrative office but not limited inspecting the same, of making repairs, additions or alterations thereto or to administrationthe Common Areas in which the same are located and of showing the Leased Premises to prospective purchasers, computerlenders and tenants.
d. To promptly comply with all present and future laws, data ordinances, orders, rules, regulations and communication center;
(h) To permit requirements of all federal, state, municipal and local governments, departments, commissions, boards and officers, and all orders, rules and regulations of the Landlord and its agents with National Board of Fire Underwriters, the local Board of Fire Underwriters, or without workmen and with any other body or without appliances at all reasonable times and upon reasonable notice bodies exercising similar functions, foreseen or unforeseen, ordinary as well as extraordinary, which may be applicable to enter upon the Demised Leased Premises and to view all or any part thereof and/or any and all facilities used in connection therewith and the condition thereof sidewalks, areaways, passageways curbs and to take inventories vaults, if any, adjoining the Leased Premises, which are not part of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises Common Areas or to other portions the use or manner of use of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Leased Premises, or the Landlord owners, tenants or occupants thereof, whether or not any such law, ordinance, order, rule, regulation or requirement shall interfere with the use and enjoyment of the Leased Premises.
e. To pay all costs, expenses, claims, fines, penalties and damages that may serve upon in any manner arise out of or be imposed because of the failure of Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants provisions of this Section 13, and in any event to repair herein contained defend and require the Tenant forthwith to execute indemnify Landlord against all liability arising out of such repairs or works or make such replacement and if the failure. Tenant shall not promptly give notice to Landlord of any notice of violation received by Tenant. Without diminishing the obligation of Tenant, if Tenant shall at any time after five (5) days notice by Landlord fail or neglect to comply, or to commence to comply as expeditiously as is reasonably feasible, with any of said laws, rules, requirements, orders, directions, ordinances or regulations concerning or affecting the Leased Premises, or the use and occupancy thereof, as hereinbefore provided, and, if a stay is necessary, shall have failed to obtain a stay or continuance thereof, Landlord shall be at liberty to comply therewith, and all expenses consequent thereon shall be borne and paid by Tenant in accordance with Section 16.7 hereof.
f. To execute and deliver at any time and from time to time at reasonable intervals, within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord written request by Landlord, to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord, Landlord’s surveyor’s mortgagee or architect’s fees;
(i) Forthwith to repair and amend others designated by Landlord, a certificate in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions form as may from time to time be made by the Landlord or its duly authorised agents for the proper management provided, ratifying this Lease and certifying: (i) that Tenant has entered into occupancy of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Leased Premises and the common entrance date of such entry, if such is the case; (ii) that this Lease is in full force and effect, and has not been assigned, modified, supplemented or amended in any way (or if there has been any assignment, modification, supplement or amendment, identifying the same); (iii) that this Lease represents the entire agreement between Landlord and Tenant as to the subject matter hereof; (iv) the Lease Commencement Date and the Expiration Date of the Term; (v) that all conditions under this Lease to be performed by Landlord have been satisfied (and if not, what conditions remain unperformed); (vi) that, to the best of Tenant’s knowledge, no default by either party exists in the performance or observance of any covenant or condition in this Lease and there are no defenses or offsets against the enforcement of this Lease by Landlord or specifying each default, defense or offset of which Tenant may have knowledge; (vii) the amount of Minimum Annual Rent or other rental, if any, that has been paid in advance and the amount of any security deposit that has been deposited with Landlord; and (viii) the date to which Minimum Annual Rent and all hall ways leading thereto or other rentals and charges have been paid under this Lease. Tenant hereby irrevocably appoints Landlord its attorney-in-fact to toilets or other facilities made available by execute such a certificate in the Landlord for event Tenant shall fail to do so within ten (10) days of receipt of Landlord’s request.
g. To keep and maintain the use Leased Premises in a neat, safe and orderly condition. Tenant’s maintenance of the Landlord’s employees Leased Premises shall include, without limitation, the following: (i) cleaning the Leased Premises nightly either prior to or after closing (i.e., vacuuming all carpeted areas, collecting and or other tenants of the Building and their employees;
(p) To comply with dumping all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be refuse in accordance with the covenants of provisions hereof, mopping all hard-surfaced floors); (ii) periodically upgrading and replacing fixtures and other personal property. In the event Tenant herein this Agreement contained and with all locks and keys complete or at fails to maintain the request of the Landlord to restore the Demised Leased Premises to as near to its original state at the commencement of the tenancy hereby created in a first-class manner as is possible;
required hereunder, and does not cure such failure within fifteen (u15) To redecorate and days after notice from Landlord, then Landlord may, but shall not be obligated to, perform whatever maintenance Tenant fails to repaint with do at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable Tenant’s expense without liability to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against for any loss or damage by fire from time which may accrue to time during the Term;
(x) To Tenant, its merchandise, fixtures or other property or its business. If Landlord undertakes such maintenance, Tenant shall promptly pay Landlord for the cost of replacing fluorescent tubes, electricity light bulbs such maintenance as additional rent in accordance with Section 16.7 hereof.
h. To protect the Leased Premises from theft and small light component fittings in the Demised Premises;
(y) To pay such deposits vandalism and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ necessary security measures at the closing of Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
business (bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and including securing of all doors and windows of windows) to protect against unauthorized entry into the Demised Leased Premises at all timesand the Common Areas.
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Samples: Lease Agreement (CONTRAFECT Corp), Lease Agreement (CONTRAFECT Corp)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord as follows:-shall:
(a) To punctually pay the Rent reservedKeep all merchandise display windows, the Deposit, signs and all other sums payable under this Agreement and/or in respect of the Demised Premises advertising and display devices in the manner aforesaidPremises suitable lighted during such hours as Landlord may reasonably require, including periods in addition to the business hours of Tenant if in the opinion of Landlord such lighting is reasonably necessary or desirable;
(b) To pay as and when required by Keep the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wiressafe, cables and ducts for electricity and air-conditioning installation and pipes for waterneat, gasclean, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises vermin free condition at all times;
(c) Store or stock in the Premises only such goods, wares, merchandise or other property as shall be reasonably required in connection with Tenant’s business on the Premises, and not use any portion of the Premises for storage or warehouse purposes beyond such needs;
(d) Use for office, clerical or other non-selling purposes only such space in the Premises as is from time to time reasonably required for Tenant’s business therein;
(e) Store all trash and garbage in adequate containers so as not to be visible to members of the public shopping in the Shopping Center; maintain such containers in a neat and clean condition and in a manner which will not create or permit any health or fire hazard; and arrange for the regular removal of trash and garbage at Tenant’s expense; provided, however, that if Landlord shall furnish trash removal service, Tenant shall pay Landlord monthly the reasonable costs for such services as billed by Landlord;
(f) Refrain from burning any papers, trash or garbage of any kind in or about the Premises;
(g) Refrain from overloading any floor in the Premises;
(h) Refrain from using any portion of the Premises as living quarters, sleeping apartments or lodging rooms;
(i) Refrain from using the plumbing facilities for any purpose other than that for which they were constructed and refrain from disposing of any damaging or injurious substance therein;
(j) Refrain from distributing any handbills or other advertising matter on or about any part of the Shopping Center, including the Premises;
(k) Use its best efforts to cause all trucks servicing the Premises to be loaded and unloaded from the rear of the Premises and prior to the hours when the Shopping Center shall be open for business to the general public.
(l) To alter Maintain the volume at which any window or music system in the Premises is operated at a level which will not cause annoyance to the other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing occupants of the Building;Shopping Center or to the general public shopping therein, and, comply with the requirements of Landlord if Landlord determines that the volume or use of such music system constitutes an annoyance and remove such system if Landlord determines, in its sole judgment, that Tenant’s use of the music system constitutes a nuisance; and
(m) To obtain Keep the Premises sufficiently heated to prevent the freezing of water pipes and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted businessfixtures;
(n) To observe and conform to Comply in all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord respects with the reasonable rules Shopping Center Rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord Regulations established from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all times.
Appears in 1 contract
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Company shall at all times from the Landlord as follows:-date hereof through the Closing Date:
(a) To punctually pay Use its reasonable best efforts to preserve and protect the Rent reservedgoodwill, the Depositrights, properties, assets and all other sums payable under this Agreement and/or in respect business organization of the Demised Premises in Division and the manner aforesaidCRILAR JV;
(b) To pay as and when required by Use its reasonable best efforts to keep available the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement services of the Tenancy hereby granted, such additional sum shall be a sum proportionate Employees and to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingmaintain good employee relationships;
(c) To pay all charges for electricityUse its reasonable best efforts to preserve and protect the relationships of the Division and the CRILAR JV with creditors, watersuppliers, telephonecustomers, sewerage licensors, licensees, contractors, distributors, the Government, lessors and any other services supplied to or consumed separately on the Demised Premises lessees and to enter into separate contracts others having business relationships with the relevant authorities or corporation for the provision of these servicesit;
(d) At Maintain the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof Assets in good and substantial customary repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by firecondition, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only tear, damage by fire and other casualty excepted) , and with all keys complete. If the Tenant shall fail to observe these covenantspromptly repair, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purposeor replace any Assets which are damaged or destroyed by fire or other casualty, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1whether insured or uninsured;
(e) To place Comply with all debrisapplicable Federal, wastesstate and local laws, disposable items, garbage rules and rubbish securely wrapped in waterproof bags in the receptacles designated thereforregulations;
(f) To keep the interior File all tax returns required to be filed and make timely payment of the Demised Premises including the flooring and interior plaster and other surface material all taxes shown to be due on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofsuch returns;
(g) To use Use its reasonable best efforts to obtain, prior to the Demised Premises for Closing Date, all consents, approvals and waivers, including all such consents, approvals or waivers required to be obtained from the purpose government (whether Federal, state or local), its customers and lessors, and consents of an administrative office but not limited the other parties to administrationany teaming agreements, computerpartnerships or other arrangements between the Company and any other person or entity, data necessary or required to vest in UOP all of the Company's rights and communication centertitle to, and interest in, the Assets in conformity with the representations and warranties of the Company herein;
(h) To permit Promptly notify UOP in writing of any material adverse change in the Landlord and its agents with Assets, or the Company, including without workmen and with limitation any material adverse change in the results of operations or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the financial condition thereof and to take inventories of the Landlord’s fixtures therein and Division or the CRILAR JV, or any material adverse change with respect to do structural or external repairs on the Demised Premises or to other portions relationships of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works Division or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement CRILAR JV and the costs thereof shall be debt due from the Tenant to the Landlord Employees or its creditors, suppliers, customers, licensors, licensees, lessors and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s feeslessees, and others having business relationships with it;
(i) Forthwith to repair and amend Promptly notify UOP in a proper and workmanlike manner any defects in respect writing of the Demised Premises for which the Tenant is liable and overt threat, institution or receipt of which written any claim, action, suit, inquiry, proceeding, notice shall be given to the Tenant of violation, demand letter, subpoena, government audit or left at the Demised Premisesdisallowance by or before any court or governmental or other regulatory or administrative agency;
(j) Upon reasonable notice Permit UOP, its servants or agents to permit drill monitor wellx xx the Landlord its agents with or without workmen Real Property being transferred to UOP hereunder, and others to lay conduct all other activities for the purposes of carrying out an environmental audit and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may of monitoring from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation environmental condition of the Tenant, the Landlord shall consult the Tenant before such works are implemented;Assets; and
(k) To keep clean Promptly supplement or amend and deliver to UOP the Demised Premises and be responsible for Schedules that the locking and securing Company is required to prepare hereunder with respect to any matter arising hereafter which, if existing or occurring as of the doors date of this Agreement, would have been required to have been set forth and windows described in such Schedule. No supplement or amendment of the Demised Premises at all times;
(la Schedule made pursuant to this Subsection 5.1.1(k) To alter shall be deemed to cure any window fraud or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence deliberate breach of any breach non-observance representation or non-performance of the Tenant’s covenants herein warranty made in this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesAgreement.
Appears in 1 contract
AFFIRMATIVE COVENANTS. The Tenant hereby covenants From the date hereof and prior to the earlier to occur of the Effective Time or the date that this Agreement is terminated in accordance with Article 7, except as otherwise provided herein or as required by Law, the Landlord as follows:-Company shall, and shall cause its Subsidiaries to:
(a) To punctually pay the Rent reserved, the Deposit, conduct its and all other sums payable under this Agreement and/or in respect of the Demised Premises their respective business only in the manner aforesaidordinary course of business consistent in all material respects with past practice;
(b) To pay as (i) cooperate with Purchaser in Purchaser’s investigation of the Business and when its properties, and (ii) permit Purchaser and its authorized representatives, at the sole cost of Purchaser, to (A) have reasonable access to its and its Subsidiaries’ offices, premises (including the Leased Real Property and Owned Real Property), and books and records during normal business hours and with reasonable prior notice, (B) visit and visually inspect any of its and its Subsidiaries’ properties (including the Leased Real Property and Owned Real Property) during normal business hours and with reasonable prior notice, and (C) discuss its affairs, finances and accounts with the Company Group’s key employees identified on the “Key Employees Schedule”; provided, however, that Purchaser shall coordinate all contact with any of the key employees through the Company or its designee; provided, further, notwithstanding anything to the contrary in this Agreement, the Company Group shall not be required by to disclose any information if such disclosure would (A) result in the Landlord an additional sum over and above the Rent hereby reserved in respect waiver of any increase in municipal attorney-client or other taxes legal privilege or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;(B) contravene any applicable Laws; and
(c) To pay all charges reasonably cooperate with Purchaser (with no out-of-pocket costs or expenses incurred by the Company or its Subsidiaries) in its undertakings to obtain estoppel certificates, nondisturbance agreements, collateral access agreements and lien waivers from the applicable landlords of the Leased Real Property, provide to Purchaser’s title insurer customary title affidavits, indemnities and other documentation from the Company or its Subsidiaries (as applicable) as is necessary for electricityPurchaser to obtain title insurance with respect to the Owned Real Property and material Leased Real Property, watersubject only to Permitted Real Property Liens, telephone, sewerage and otherwise reasonably cooperate with Purchaser (with no out-of-pocket costs or expenses incurred by the Company or its Subsidiaries) with respect to any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the real property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements related deliveries as may be imposed on an occupier reasonably required by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own costPurchaser, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises lender or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate title insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timescompany.
Appears in 1 contract
Samples: Merger Agreement (Nordson Corp)
AFFIRMATIVE COVENANTS. The Tenant hereby Guarantor covenants and agrees that, until the Debentures together with interest and all other Liabilities of the Landlord as follows:-Company and the Obligations of the Guarantor to the Lender under the Loan Agreement, the Debentures and the Loan Documents are otherwise paid in full:
(a) To punctually Comply with all statutes and governmental regulations if noncompliance therewith would have a Material Adverse Effect on the Guarantor and pay the Rent reservedall taxes, the Depositassessments, governmental charges, claims for labor, supplies, rent and all any other sums payable under this Agreement and/or in respect obligation which, if unpaid, might become a lien against any of its properties, except any of the Demised Premises foregoing being contested in the manner aforesaidgood faith by appropriate proceedings diligently conducted and against which adequate reserves have been established;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of It will allow any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement representative of the Tenancy hereby granted, such additional sum shall be a sum proportionate Lender to what visit and inspect the floor area books of account and other records and files of the Demised Premises together with Guarantor, to make copies thereof and to discuss the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area affairs, business, finances and accounts of the BuildingCompany and the Guarantor with its employees, all during normal business hours and as often as the Lender may reasonably request;
(c) To pay It will duly comply with all charges the terms and covenants contained herein and in each of the instruments and documents given to the Lender in connection with or pursuant to this Subsidiary Guaranty, the Loan Agreement, the Debentures and the other Loan Documents, all at the times and places and in the manner set forth herein or therein, and (ii) at all times maintain the liens and security interests provided for electricityunder or pursuant to this Subsidiary Guaranty, waterthe Loan Agreement , telephone, sewerage the Debentures and any other services supplied to or consumed separately Transaction Document as valid and perfected liens and security interests on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these servicesproperty covered thereby;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole It will keep all properties of the Demised Premises Guarantor, whether real, personal or mixed, free and every part thereof in good clear of all liens, other than the Permitted Liens and substantial repair, order and condition in all respects (having regard to their condition at liens created by the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s feesLoan Documents.;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect It will keep all of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises insurable properties adequately insured at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord times with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured insurance carriers against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay other hazards as are customarily insured against by similar businesses owning such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;properties similarly situated and
(ii) maintain general public liability insurance at all times with responsible insurance carriers against liability on account of damage to persons and property such insurance policies to be in form reasonably satisfactory to the alteration of the name of the business of the TenantLender;
(iiif) the assignmentIt will keep or cause to be kept, transfertrue books of record and account in which full, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant true an correct entries shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing made of all doors of its dealings and windows of the Demised Premises at all times.transactions in accordance with customary business practices; and
Appears in 1 contract
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Prior to a Qualified Public Offering, without the Landlord as follows:-prior written consent of the holders of at least a majority of the outstanding Underlying Common Stock, the Company shall, and shall cause each Subsidiary to:
(ai) To punctually pay maintain in full force and effect all leases, permits, licenses, easements and other rights necessary to the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or in respect operation of the Demised Premises in the manner aforesaidCompany's or each Subsidiary's business;
(bii) To pay as maintain its corporate existence and when required by the Landlord an additional sum over its business; and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or maintain all equipment and property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation is reasonably necessary for the provision conduct of these services;
(d) At the expiration its business, now or sooner determination of this Agreementhereafter owned by it, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, working order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by firecondition, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) , and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out make any replacements of equipment and property necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the successful operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(niii) To observe and conform to maintain on all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws insurable assets now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down owned by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured it insurance against loss or damage by fire from time or other casualty to time during the Termextent customary with respect to similar assets of companies conducting business similar to the business conducted by it, and to maintain public liability and worker's compensation insurance covering it to the extent customary with respect to companies conducting business similar to the business conducted it;
(xiv) To pay for comply in all material respects with all material contracts, franchises, licenses, permits or other agreements or instruments to which it is now or. hereafter a party or by which it or any of its assets are now or hereafter bound, unless and to the cost of replacing fluorescent tubes, electricity light bulbs extent that the same are being contested in good faith and small light component fittings by appropriate proceedings and adequate reserves have been established on its books with respect thereto in the Demised Premisesaccordance with GAAP;
(yv) To pay such deposits and parking fees from time to time discharge when payable all taxes, assessments and governmental charges imposed upon its respective properties or upon the income or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon) and all claims for labor, materials or supplies which if unpaid might by the Landlord or law become a Lien upon any other party managing the car park for the use of the car park space(s) provided its respective properties, unless and to the Tenantextent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP, consistently applied) have been established on its respective books with respect thereto;
(zvi) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directionsapplicable laws, rules and regulations laid down by of all governmental authorities, the Landlord from time violation of which could reasonably be expected to time;have a material adverse effect on its financial condition, operating results or business prospects; and
(aavii) To take maintain proper books of record and account which fairly represent its financial condition and results of operations and make provisions on its financial statements for all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors proper reserves as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing each case are required in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage accordance with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesGAAP.
Appears in 1 contract
Samples: Stock Purchase Agreement (Monitronics International Inc)
AFFIRMATIVE COVENANTS. The Tenant hereby So long as any Loan shall remain unpaid or any Lender shall have any Commitment, the Borrower covenants and agrees with the Landlord as follows:-Lenders that the Borrower will furnish to the Administrative Agent, on behalf of the Lenders:
(a) To punctually pay promptly after the Rent reservedsending or filing thereof, copies of all such regular, periodic and special reports and all registration statements (except those relating to employee benefit or stock option plans) that the Borrower or any of its Consolidated Subsidiaries that is an issuer of securities that are registered under Section 12 of the Exchange Act files with the SEC or with any national securities exchange and of all such proxy statements, financial statements and reports as the Borrower sends to its stockholders; provided that, in the event that the Borrower ceases to have any class of its securities registered pursuant to the requirements of Section 12 of the Exchange Act, the DepositBorrower shall continue to furnish to the Lenders substantially the same information, bearing substantially the same certifications and all other sums payable under this Agreement and/or in respect of on substantially the Demised Premises in same schedule as required pursuant to the manner aforesaidExchange Act;
(b) To pay as and when required by promptly after the Landlord an additional sum over and above the Rent hereby reserved in respect furnishing thereof, copies of any increase in municipal statement or other taxes or assessment or property tax or other impositions report furnished to any holder of a like nature by whatsoever name called levied and imposed upon or in respect debt securities of or attributed the Borrower pursuant to the Demised Premises over and above the amount levied and imposed at the commencement terms of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted any indenture or to the Tenant his employees or agents bears lenders under any Existing Credit Agreement pursuant to the total floor area terms thereof and not otherwise required to be furnished pursuant to any other clause of the Buildingthis Article;
(c) To pay all charges for electricity, water, telephone, sewerage as promptly as possible and in any other services supplied to event within five Business Days after the occurrence of each Default or consumed separately Event of Default that is continuing on the Demised Premises date of such statement, the statement of the chief financial officer of the Borrower setting forth details of such Default or Event of Default and the action that the Borrower proposes to enter into separate contracts take with the relevant authorities or corporation for the provision of these servicesrespect thereto;
(d) At promptly and in any event within five Business Days after the expiration or sooner determination of this Agreementoccurrence thereof, to peaceably surrender and yield up unto the Landlord the whole notice of the Demised Premises and every part thereof occurrence of any event described in good and substantial repair, order and condition in all respects clause (having regard to their condition at the commencement i) of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;Section 7.01(f); and
(e) To place all debrissuch other publicly available information respecting the condition or operations, wastesfinancial or otherwise, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property Borrower or any of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and its Subsidiaries as any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord Lender may from time to time reasonable require reasonably request. Information required to be laid delivered pursuant to Section 5.01(a) and fixed in and lead through 5.01(b) shall be deemed to have been delivered on the Demised Premises and for date on which such information or one or more annual or quarterly reports containing such information have been posted on the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation “investors relations” portion of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing website of the doors and windows of Borrower as identified to the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may Administrative Agent from time to time be or if made publicly available on the SEC EXXXX system or posted by the Landlord or its duly authorised agents for Administrative Agent on the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animalsPlatform. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
Borrower hereby acknowledges that (i) the alteration Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or change in the principle activities on behalf of the Tenant’s business;
Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on the Platform and (ii) the alteration certain of the name Lenders (each, a “Public Lender”) may have personnel who are Public Side Lender Representatives. The Borrower hereby agrees that (A) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”, which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (B) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any MNPI (provided, however, that to the extent such Borrower Materials constitute Information, treatment of such Borrower Materials shall be subject to Section 9.12 in all respects); (C) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the business Platform designated “Public Side Information”; and (D) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Tenant;
(iii) Platform not designated “Public Side Information”. Notwithstanding the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter aliaforegoing, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and Borrower shall be under no obligation to mark any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesBorrower Materials “PUBLIC”.
Appears in 1 contract
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Centralising Unit undertakes:
(i) to provide the Landlord as follows:-Purchaser without undue delay, on a non-consolidated basis, with:
(a) To punctually pay the Rent reservedits annual accounts (balance sheet, profit and loss accounts and annexes), as published and certified by its statutory auditors, the Depositrelated report of the board of directors and statutory auditors, and all other sums payable under this Agreement and/or in respect an extract of the Demised Premises in minutes of the manner aforesaidshareholders’ annual general meeting approving the said accounts, no later than forty-five calendar days (45) following the holding of its shareholders’ annual general meeting;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;all published interim financial information; and
(c) To pay all charges for electricityother information, water, telephone, sewerage reports or statements as the Purchaser may at any time reasonably request and any other services supplied to or consumed separately depending on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision type of these services;
(d) At the expiration or sooner determination of this Agreementinformation requested, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants procedures applicable to the communication of the Tenant herein information under this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possibleAgreement;
(uii) To redecorate to request promptly any authorisation as may become necessary for the performance of its obligations under the Transaction Documents to which it is a party;
(iii) to do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to repaint with at least two the conduct of its business, except to the extent that failure to keep in effect such rights, licenses, permits privileges and franchises would not be reasonably likely to result in a Material Adverse Effect;
(2iv) coats of good quality emulsion paint all those parts upon knowledge by the Centralising Unit that (a) an Early Amortisation Event has occurred, to notify forthwith the Purchaser of the Demised Premises as may be emulsion painted or painted as same and (b) a Potential Early Amortisation Event has occurred, to notify forthwith the case may be once in every three (3) years or during the last year Purchaser of the Tenancy whichever shall be same and, where applicable, of actions which the soonerCentralising Unit has taken and/or proposes to take with respect thereto in order to prevent such Potential Early Amortisation Event from becoming an Early Amortisation Event;
(v) To employ competent personsto carry on its business in accordance with all applicable laws and regulations, except where failure to do so would not be reasonably likely to result in a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooringMaterial Adverse Effect;
(wvi) To keep the stock-in-trade and other fixtures belonging to deliver to the Tenant affixed Purchaser (on a date which shall be a Settlement Date during the Replenishment Period), a Solvency Certificate within six (6) calendar months after the date of delivery of the previous Solvency Certificate, in accordance with the form set out in SCHEDULE 5;
(vii) (a) to provide the Agent two (2) Business Day before each Information Date preceding the applicable Funded Settlement Date (before 9.00 a.m.) with a copy of the List of Purchasable Receivables in the form agreed between the Parties to this Agreement and a copy of the Assessment Report (with the following tables filled: table 1, table 2, table 3, table 9 and table 11); (b) to provide the Agent on each Information Date preceding the applicable Funded Settlement Date (before noon) with a copy of the Assessment Report filled with the remaining tables left; and (c) to provide the Agent on each Information Date preceding the applicable Intermediary Settlement Date (before 11.00 p.m.) with a copy of the Assessment Report and a List of Purchasable Receivables in the form agreed between the Parties;
(viii) to provide the Purchaser (or the Agent acting in the name and on behalf of the Purchaser) on each Funded Settlement Date during the Replenishment Period before 9.00 a.m., with the Transfer Deeds;
(ix) to transmit to the Demised Premises insured against loss or damage by fire from Agent and the Purchaser a certificate evidencing compliance with the Financial Covenants at the time to time during of delivery of such financial information described in points (a) and (b) of section 5.01 of the TermEuropean Credit Facility;
(x) To pay for to inform the cost Purchaser, as soon as possible, and in so far as is permitted by applicable laws and regulations of replacing fluorescent tubes, electricity light bulbs and small light component fittings any restructuring leading to GOODYEAR ceasing to hold directly or indirectly 100% in the Demised Premisesvoting rights of the Centralising Unit;
(yxi) To pay such deposits and parking fees from time to time imposed ensure that any information transmitted by the Landlord Centralising Unit or any other party managing the car park for the use of the car park space(s) provided Sellers during the course of the Securitisation Transaction and pursuant to the Tenant;Transaction Documents is accurate and true in all material respects; and
(zxii) To employ, to maintain effective and in full force at its own cost, its own cleaning contractor from all times the Landlord’s panel of contractors to keep Intercompany Arrangements with the Demised Premises clean Centralising Unit and the Tenant shall ensure other Sellers, and not to change such Intercompany Arrangements in any way that may adversely affect the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more rights of the following events:-
(i) Purchaser under the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesSecuritisation Transaction.
Appears in 1 contract
Samples: General Master Purchase Agreement (Goodyear Tire & Rubber Co /Oh/)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Each Seller undertakes:
(i) to provide the Landlord as follows:-Purchaser without undue delay, on a non-consolidated basis, with:
(a) To punctually pay the Rent reservedits annual accounts (balance sheet, the Depositprofit and loss accounts and annexes), as published and all other sums payable under this Agreement and/or in respect certified by its statutory auditors, report of the Demised Premises in board of directors (or, as regards the manner aforesaidFrench Seller, of the president of the French Seller) and statutory auditors relating thereto and an extract of the minutes of the shareholders' annual general meeting approving the said accounts, no later than sixty (60) calendar days following the holding of its shareholders' annual general meeting;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingall published interim financial information;
(c) To pay all charges for electricityother information, waterreports or statements as the Purchaser may at any time reasonably request in so far as is permitted by applicable laws and regulations, telephone, sewerage and any other services supplied to or consumed separately depending on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision type of these services;
(d) At the expiration or sooner determination of this Agreementinformation requested, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants different procedures applicable to the communication of the Tenant herein information under this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possibleAgreement;
(uii) To redecorate to request promptly any authorisation as may become necessary for the performance of its obligations under this Agreement;
(iii) to do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to repaint with at least two the conduct of its business, except to the extent that failures to keep in effect such rights, licenses, permits, privileges and franchises would not be reasonably likely to result in a Material Adverse Effect;
(2iv) coats of good quality emulsion paint all those parts upon knowledge by the relevant Seller that (a) an Early Amortisation Event defined in Article 13.3 has occurred, to notify or cause to be notified forthwith the Purchaser and provide a copy of the Demised Premises as may same to the Joint Lead Arrangers and (b) a Potential Early Amortisation Event has occurred, to notify or cause the Purchaser to be emulsion painted or painted as the case may be once in every three (3) years or during the last year notified forthwith and provide a copy of the Tenancy whichever shall be same to the soonerJoint Lead Arrangers and, where applicable, of actions which the Seller has taken and/or proposes to take with respect thereto in order to prevent such Potential Early Amortisation Event from becoming an Early Amortisation Event;
(v) To employ competent personsto carry on its business in all material aspects in accordance with all applicable laws and regulations, except where failure to do so would not be reasonably likely to have a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooringMaterial Adverse Effect;
(wvi) To upon the Purchaser's request, which shall be subject to a reasonable prior notice, to arrange forthwith for audit(s) to be carried out by the Purchaser or by any other entity appointed by the Purchaser for such purposes, of its Credit and Collection Policies. The audits shall be conducted at the expense of and paid by the Centralising Unit, acting in the name and on behalf of the Sellers, within the limits set forth in Article 10.6, it being understood that: - the annual audit shall be carried out at the latest two (2) months before the anniversary date of the 2021 Amendment Date (with the exception of a New Seller acceding to the Securitisation Transaction in accordance with the provisions of Article 40, in relation to which the first audit carried out before the entry into the Securitisation Transaction of the New Seller shall be sufficient to satisfy the annual requirement referred to above for the first anniversary date of the 2021 Amendment Date falling after its accession); further, upon unanimous written request from each of the Purchaser, the Liquidity Banks and the Fund Subscribers, the Agent shall carry out a second audit during that same year;
(vii) with respect to any Seller, to deliver to the Purchaser an Auditors Certificate within twelve (12) calendar months after the date of delivery of the previous Auditors Certificate in the form set out in SCHEDULE 4;
(viii) to notify forthwith the Purchaser, promptly upon becoming aware, of any material adverse change in relation to any Sold Receivable, and to promptly respond to any reasonable written request of the Purchaser, the Agent, any Back-Up Servicer (if and when appointed) concerning any event in relation to any Sold Receivable which is reasonably likely to endanger the payment of a sum under such Sold Receivable;
(ix) to keep the stock-in-trade Purchaser fully informed of the existence and other fixtures belonging progress of (a) any material litigation relating to a Sold Receivable, (b) any claim or litigation relating to the Tenant affixed Sold Receivables before the courts or in arbitration for the purposes of recovering material sums due under such Sold Receivables, (c) any claim or litigation relating to the Demised Premises insured against loss Sold Receivables before the courts or damage by fire from time to time during in arbitration for the Termpurposes of recovering sums due under such Sold Receivable, upon written request of the Purchaser, the Agent or any Back-Up Servicer (if and when appointed), and (d) any action, suit or proceeding described in Article 11.1(ix);
(x) To pay to submit to the Purchaser, as soon as practicable, on the Purchaser's reasonable request and subject to the provisions of Article 20 (Identification of the contractual documentation for the cost Sold Receivables - Access to documents) and Article 31 (Confidentiality), all documents which enable the latter to verify that the Seller has properly fulfilled its contractual obligations concerning the collection of replacing fluorescent tubessums due under the Sold Receivables, electricity light bulbs to the extent permitted by applicable laws or regulations and small light component fittings in particular, in the Demised Premisescase of the Protected Debtors, by the provisions of the Data Protection Laws (as defined in SCHEDULE 19) and the Data Escrow Agreement;
(yxi) To pay such deposits and parking fees from time to time imposed by the Landlord transfer or any other party managing the car park for the use of the car park space(s) provided cause to be transferred to the TenantPurchaser all Adjusted Collections in accordance with the provisions of Article 23 (Application of payments and payments of collections);
(zxii) To employwith respect to any Seller, at its own costto deliver to the Purchaser a Solvency Certificate (on a date which shall be a Funded Settlement Date during the Replenishment Period) on a semiannual basis in accordance with the form set out in SCHEDULE 5;
(xiii) to execute any and all further documents, its own cleaning contractor from agreements and instruments, and take all such further actions, as may be reasonably requested by the Landlord’s panel of contractors Purchaser in order to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules sales of Ongoing Purchasable Receivables and regulations laid down by Remaining Purchasable Receivables to the Landlord from time to timePurchaser under the Receivables Purchase Agreements constitute valid and perfected sales of such Ongoing Purchasable Receivables and Remaining Purchasable Receivables and the Liens created over the Collection Accounts for the benefit of the Purchaser constitute valid and perfected Liens;
(aaxiv) To take all reasonable precautions to keep inform the Demised Premises Purchaser, as soon as possible and in so far permitted by applicable laws and regulations, of its intention to restructure such Seller leading to GOODYEAR EUROPE BV ceasing to hold directly or any part thereof free indirectly more than 50% in the voting rights of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may directSeller;
(bbxv) To notify to ensure that steps are taken to maintain the Landlord by notice in writing in one or more performance of the following events:-
Credit and Collection Policies and accountancy methods in relation to the customer account (icompte client) of such Seller, with the alteration or change in same degree of skill and care as evidenced during the principle activities audits carried out on behalf of the Tenant’s businessPurchaser or any of their agents during the structuring phase of the Securitisation Transaction;
(iixvi) to ensure that any information transmitted by the alteration Centralising Unit or such Seller during the term of this Agreement and pursuant to the name of the business of the TenantTransaction Documents is true and accurate in all material respects;
(iiixvii) to maintain effective and in full force at all times the assignmentIntercompany Arrangements with the Centralising Unit and the other Sellers, transfer, sale, charge or otherwise disposal and not to change such Intercompany Arrangements in any way that may adversely affect the rights of the Tenant’s businessPurchaser under the Securitisation Transaction;
(ccxviii) To take to maintain effective and maintain sufficient and adequate insurance coverage with reputable insurance companies covering in full force at all times, such internal arrangements between the risksGerman Seller, inter aliaGOODYEAR EUROPE BV, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and GOODYEAR and/or any other claims in respect of any injuries caused to any employees, visitors shareholder or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies Affiliate of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event German Seller which are necessary to, if complied with, ensure due compliance of cancellation or modification and renewal each of the said policies German Seller, GOODYEAR EUROPE BV, GOODYEAR and/or any other shareholder or Affiliate of insurance. Provided always where necessarythe German Seller with the relevant applicable corporate capital maintenance provisions, including, without limitation, § 30 of the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverageGerman Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung);
(ddxix) To be responsible for the locking and securing to keep any Bxxx of all doors and windows Exchange relating to a Sold Receivable as custodian of the Demised Premises Purchaser for collection purposes unless the Sellers' Collection Mandate has been terminated and it has received notification from the Purchaser to deliver such Bxxx of Exchange to the Purchaser or any third party appointed by the Purchaser;
(xx) in the case of the Spanish Seller, to take such steps and do all things as to notarise before a Spanish Notary Public, on each Funded Settlement Date during the Replenishment Period, any Transfer Deed executed and delivered pursuant to the French law governed Receivables Purchase Agreement executed by the Spanish Seller (specifying in such Transfer Deeds any promissory notes (pagarés) which must be transferred in accordance with this Agreement and such Receivables Purchase Agreement), it being understood that the costs of such notarisation shall, at all times., be borne by the Spanish Seller;
(a) to instruct any Debtor, which has not been already informed, to pay any sum due under a Sold Receivable to the relevant Collection Account(s), (b) from the Signing Date, to collect any sums due under a Sold Receivable exclusively on the relevant Collection Account(s) and (c) to promptly transfer to the relevant Collection Account(s) any sums paid by a Debtor in a different manner than to the relevant Collection Account(s);
(xxii) to maintain in effect policies and procedures reasonably designed to promote compliance by them and their Subsidiaries, and their respective directors, officers and employees, with applicable Sanctions;
(xxiii) to maintain in effect policies and procedures reasonably designed to promote compliance by them and their Subsidiaries, and their respective directors, officers and employees, with applicable Anti-Corruption Laws; (xxiv) in the case of the German Seller,
Appears in 1 contract
Samples: General Master Purchase Agreement (Goodyear Tire & Rubber Co /Oh/)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Except as otherwise permitted or required by this Agreement, from the Landlord as follows:-Execution Date until the Effective Time, IBT shall and shall cause Independent Bank to:
(a) To punctually pay the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or maintain its corporate existence in respect of the Demised Premises in the manner aforesaidgood standing;
(b) To pay as maintain the general character of its business and when required by the Landlord an additional sum over conduct its business in its ordinary and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingusual manner;
(c) To pay all charges for electricity, water, telephone, sewerage extend credit only in accordance with existing lending policies and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these servicespractices;
(d) At use commercially reasonable efforts to (i) preserve its business organization intact; (ii) retain the expiration or sooner determination services of this Agreementits present employees, to peaceably surrender officers, directors and yield up unto the Landlord the whole of the Demised Premises agents; (iii) retain its present customers, depositors, suppliers and every part thereof in good correspondent banks; and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreementiv) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord preserve its goodwill and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purposegoodwill of its suppliers, the Tenant shall pay to the Landlord, on demand, all sums due customers and owing under this Clause 5.1others having business relationships with it;
(e) To place use commercially reasonable efforts to obtain any approvals or consents required to maintain all debrisexisting contracts, wastesleases and documents relating to or affecting its assets, disposable items, garbage Properties and rubbish securely wrapped in waterproof bags in the receptacles designated thereforbusiness;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster maintain all offices, machinery, equipment, materials, supplies, inventories, vehicles and other surface material on walls and ceilings and Properties owned, leased or used by it (whether under its control or the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property control of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use others) in good and tenantable operating repair and condition (fair condition, ordinary wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofexcepted;
(g) To use comply in all material respects with all Laws and permits applicable to its Properties and operations, the Demised Premises for the purpose of an administrative office but not limited non-compliance with which would reasonably be expected to administration, computer, data and communication centercause a Material Adverse Change to IBT or Independent Bank;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at timely file all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary Tax Returns required to be made to comply with the Tenant’s covenants to repair herein contained filed by it and require the Tenant forthwith to execute such repairs or works or make such replacement promptly pay all Taxes, assessments, governmental charges, duties, penalties, interest and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises fines that become due and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s feespayable;
(i) Forthwith withhold from each payment made to repair each of its employees the amount of all Taxes required to be withheld therefrom and amend in a proper and workmanlike manner any defects in respect of pay the Demised Premises for which the Tenant is liable and of which written notice shall be given same to the Tenant or left at the Demised Premisesappropriate Governmental Authority;
(j) Upon reasonable notice continue to permit follow and implement policies, procedures and practices regarding the Landlord its agents with or without workmen identification, monitoring, classification and others to lay and fix treatment of all assets in and lead through substantially the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage same manner as it has in the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implementedpast;
(k) To keep clean account for all transactions in accordance with GAAP (unless otherwise instructed by RAP, in which instance account for such transaction in accordance with RAP) specifically without limitation paying or accruing for by the Demised Premises Closing Date all liabilities, obligations, costs, and be responsible for expenses owed or incurred by IBT or Independent Bank on or before the locking and securing of the doors and windows of the Demised Premises at all timesClosing Date;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord perform all of its reasonable opinion that material obligations under contracts, leases and documents relating to or affecting its assets, Properties and business, except such displays or merchandise will impair the name, reputation or standing of the Buildingobligations as it may in good faith dispute;
(m) To obtain maintain and maintain at the Tenant’s own expense keep in full force and effect, in all licencesmaterial respects, permits, registration, approvals presently existing insurance coverage and other consents for the conduct of the permitted business;give all notices and present all claims under all insurance policies in due and timely fashion; and
(n) To timely file all reports required to be filed with Governmental Authorities and observe and conform conform, in all material respects, to all reasonable rules regulations and instructions as may from time to time be made applicable Laws, except those being contested in good faith by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesappropriate proceedings.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Veritex Holdings, Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Unless the Landlord as follows:-Lenders shall otherwise agree:
(a) To punctually pay The Borrower shall (i) maintain its existence and qualification to do business in such jurisdictions as may be required to conduct its business, except where the Rent reservedfailure to so maintain such qualification would not reasonably be expected to have a Material Adverse Effect, (ii) maintain all approvals necessary for the DepositFinancing Documents to be in effect, and all other sums payable under this Agreement and/or (iii) operate its business with due diligence, efficiency and in respect of the Demised Premises in the manner aforesaid;conformity with sound business practices.
(b) To pay as The Borrower shall comply in all material respects with all applicable laws and when required by the Landlord an additional sum over rules, regulations and above the Rent hereby reserved in respect orders of any increase Government Authority, except where the necessity of compliance therewith is contested in municipal good faith by appropriate proceedings or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon where the failure to so comply, individually or in respect of or attributed the aggregate, would not reasonably be expected to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be have a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;Material Adverse Effect.
(c) To pay The Borrower shall obtain, make and keep in full force and effect all charges for electricitylicenses, watercontracts, telephoneconsents, sewerage approvals and any other services supplied authorizations from and registrations with Government Authorities that are necessary to or consumed separately on conduct its business, except to the Demised Premises and extent that the failure to enter into separate contracts with the relevant authorities or corporation for the provision of these services;do so would not reasonably be expected to have a Material Adverse Effect.
(d) At The Borrower shall promptly notify the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole Lenders of the Demised Premises occurrence of (i) any Default or Event of Default; or (ii) any claims, litigation, arbitration, mediation or administrative or regulatory proceedings that are instituted against the Borrower.
(i) The Borrower will timely file with the SEC (subject to appropriate extensions made under Rule 12b-25 of the Securities Exchange Act) any annual, quarterly and every part thereof in good other reports required pursuant to Section 13 or 15(d) of the Securities Exchange Act prepared by the Borrower; and substantial repair, order and condition in all respects (having regard to their condition at ii) the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable Borrower will provide to the Landlord Lenders copies of all documents, reports, financial data and other information as the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purposeLenders may reasonably request, the Tenant shall pay and upon reasonable prior notice to the LandlordBorrower, on demandpermit the Lenders to visit and inspect any of the properties of the Borrower, and to discuss its affairs, finances and accounts with its officers, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in at such times during regular business hours as the receptacles designated therefor;Lenders may reasonably request.
(f) To keep In the interior event the closing price of the Demised Premises including Common Stock on the flooring and interior plaster and principal securities exchange or other surface material securities market on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act Common Stock is then being traded or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises quoted is greater than $2.50 for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) consecutive Trading Days (the “Ten Day Period”), then following such Ten Day Period, the Borrower shall use its best efforts to cause the shares of Common Stock to be listed, traded or publicly quoted on an Eligible Market as soon thereafter as reasonably practicable but in no event more than one hundred and twenty (120) days after service thereafter. For purposes of such notice proceed diligently with this Section 4.1(f), “Eligible Market” means the execution of such repairs or works New York Stock Exchange, Inc., the NYSE Area, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all times.NYSE Alternext U.S.
Appears in 1 contract
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Unless IFC otherwise agrees, the Landlord as follows:-Co-Borrowers shall:
(a) To punctually pay carry out the Rent reservedProject and conduct their business with due diligence and efficiency and in accordance with sound engineering, the Deposit, financial and all other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaidbusiness practices;
(b) To pay as and when required by cause the Landlord an additional sum over and above financing specified in the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed Financial Plan to be applied exclusively to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the BuildingProject;
(c) To pay all charges for electricitymaintain an accounting and control system, watermanagement information system and books of account and other records, telephone, sewerage which together adequately reflect truly and any other services supplied to or consumed separately on fairly the Demised Premises financial condition of the Co-Borrowers and to enter into separate contracts the results of their operations in conformity with the relevant authorities or corporation for the provision of these servicesAccounting Principles;
(d) At the expiration or sooner determination maintain at all times a firm of this Agreement, independent public accountants acceptable to peaceably surrender and yield up unto the Landlord the whole IFC as auditors of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1Co-Borrowers;
(e) To place all debrisirrevocably authorize, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated thereforform of Schedule 6 (Form of letter to Co-Borrowers’ Auditors), the Auditors (whose fees and expenses shall be for the account of the Co-Borrowers) to communicate directly with IFC at any time regarding the Co-Borrowers’ accounts and operations, and provide to IFC a copy of that authorization, and, no later than thirty (30) days after any change in Auditors, issue a similar authorization to the new Auditors and provide a copy thereof to IFC;
(f) To keep upon IFC’s request, such request to be made with reasonable prior notice to the interior Co-Borrowers, except if an Event of Default or Potential Event of Default is continuing or if special circumstances so require, permit representatives of IFC, during normal office hours, to:
(i) visit the Project site and any of the Demised Premises including premises where the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property business of the Landlord Co-Borrowers is conducted;
(ii) inspect all facilities, plant and equipment comprised in upon and belonging the Project;
(iii) have access to the Demised Premises Co-Borrowers’ books of account and the water closets lavatories records; and
(iv) have access to those employees and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence agents of the act Co-Borrowers who have or default may have knowledge of the Tenant) matters with respect to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofwhich IFC seeks information;
(g) To use design, construct, operate, maintain and monitor all of its sites, plant, equipment and facilities:
(i) in accordance with the Demised Premises for Environmental and Social Policies and the purpose Environmental, Health and Safety Guidelines; and
(ii) in compliance with the ERS, as well as applicable environmental, occupational health and safety requirements, and any child labor and forced labor laws, rules and regulations (including any international treaty obligations, if any) of an administrative office but not limited to administration, computer, data the government of the Philippines and communication centerthe local authorities;
(h) To permit obtain and maintain in force (and where appropriate, renew in a timely manner) all Authorizations, including without limitation the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon Authorizations specified in Annex A (Co-Borrowers/Project Authorisations), which are necessary for the Demised Premises and to view the condition thereof and to take inventories implementation of the Landlord’s fixtures therein Project, the carrying out of the Co-Borrowers’ business and to do structural operations generally and the compliance by each of the Co-Borrowers with all its obligations under the Transaction Documents; and comply with all the conditions and restrictions contained in, or external repairs imposed on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised PremisesCo-Borrowers by, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s feesthose Authorizations;
(i) Forthwith from time to repair time, execute, acknowledge and amend deliver or cause to be executed, acknowledged and delivered such further instruments, in a proper form and workmanlike manner any defects substance satisfactory to IFC, as may reasonably be requested by IFC for creating, perfecting, registering or maintaining in respect full force and effect the IFC Security or for re-registering the IFC Security or otherwise to enable each of the Demised Premises for which Co-Borrowers to comply with its obligations under the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;Transaction Documents; and
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent relation to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-IFC Security:
(i) ensure that the alteration or change in the principle activities value of the Tenant’s businesscollateral provided by the IFC Security (other than the Pledge Agreement) is at all times at least one point five (1.5) times the total amount then outstanding under the Loan;
(ii) at its expense, provide IFC at the alteration expiry of every consecutive one (1) year period from the name date hereof and at such other times as IFC may require, an independent appraiser’s valuation of the business of the Tenantsuch collateral, such appraiser to be appointed by or to be satisfactory to IFC;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation that the appraiser appointed pursuant to (ii) above assigns a market value to the collateral provided by the IFC Security which is less than one point five (1.5) times the total amount then outstanding under the Loan, the Co-Borrowers shall have the option to either deliver additional security, in form and substance acceptable to IFC, thereby addressing this shortfall or modification shall within sixty (60) days (and renewal no later than ninety (90) days), prepay in accordance with Section 3.06(a) (Prepayment) (but without any prepayment premium pursuant to Section 3.06(b) (Prepayment) being payable) an amount of the said policies Loan so as to ensure the value of insurance. Provided always where necessary, the Landlord may collateral provided by the IFC Security represents at its discretion require least one point five (1.5) times the Tenant to increase total amount then outstanding under the scope and amount of such insurance coverage;Loan; and
(ddiv) To from time to time, execute, acknowledge and deliver or cause to be responsible executed, acknowledged and delivered such further instruments as may reasonably be requested by IFC for perfecting or maintaining in full force and effect the locking and securing of all doors and windows of IFC Security or for re-registering the Demised Premises at all timesIFC Security or otherwise to enable the Co-Borrowers to comply with their obligations under the Transaction Documents.
Appears in 1 contract
Samples: Omnibus Agreement (Pricesmart Inc)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord as follows:-Revolving Borrower shall:
(a) To punctually pay Provide the Rent reservedRevolving Administrative Agent all information that the Revolving Administrative Agent may reasonably request in writing concerning the business of the Revolving Borrower within a reasonable period of time considering the nature of the request; provided that with respect to any information relating to an annual audited report, the Depositsame may be delivered within one hundred and twenty (120) calendar days after the end of the Revolving Borrower’s fiscal year.
(b) Furnish or cause to be furnished to the Revolving Administrative Agent prompt written notice of the filing or commencement of any litigation, investigation or proceeding of or before any arbitrator or Governmental Authority against or affecting the Revolving Borrower that could reasonably be expected to result in a Material Adverse Effect.
(c) Furnish or cause to be furnished to the Revolving Administrative Agent in sufficient number for each Revolving Lender, copies of all (i) Daily Reports prepared by the Servicer pursuant to Section 5.1(o), (ii) notices of Series 2002-1 Early Amortization Events and (iii) Monthly Settlement Statements; provided that the documents set forth in clauses (i) and (iii) above shall be provided only upon the request of the Revolving Administrative Agent or the Required Revolving Lenders.
(d) Take all actions necessary to ensure that all taxes and other sums payable under this Agreement and/or governmental claims in respect of the Demised Premises Revolving Borrower’s operations and assets are promptly paid when due, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves to the manner aforesaid;
(b) To pay as and when extent required by GAAP with respect thereto have been provided on the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement books of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;Revolving Borrower.
(e) To place Comply with all debrisRequirements of Law (other than as relating to Sanctions, wastes, disposable items, garbage in which case Sections 5.1(p) and rubbish securely wrapped in waterproof bags in 5.2(p) apply) except where the receptacles designated therefor;failure to so comply would not reasonably be expected to have a Material Adverse Effect on its ability to perform its obligations under the Revolving Loan Documents.
(f) To keep Advise the interior Revolving Administrative Agent of the Demised Premises including occurrence of each Default or Event of Default as promptly as practicable after the flooring Revolving Borrower becomes aware of any such Default or Event of Default, along with full details of any steps it has taken or intends to take to remedy or mitigate the effect of such Default or Event of Default .
(g) Furnish to the Revolving Administrative Agent in sufficient number for each Revolving Lender as soon as available, but in any event within one hundred and interior plaster and other surface material on walls and ceilings twenty (120) days after the end of each fiscal year of the Revolving Borrower, audited financial statements consisting of the balance sheet of the Revolving Borrower as of the end of such year and the Landlord’s fixtures therein including related statements of income and retained earnings and statements of cash flow for such year, setting forth in each case in comparative form the corresponding figures for the previous fiscal year, certified by independent certified public accountants satisfactory to the Revolving Administrative Agent to the effect that such financial statements fairly present in all windows glass shutters locks fastenings keys electric wiring material respects the financial condition and fittings and other fixtures the property results of operations of the Landlord Revolving Borrower in upon and belonging accordance with GAAP consistently applied.
(h) Furnish to the Demised Premises Revolving Administrative Agent as soon as available but in any event within sixty (60) days after the end of each of the first three quarters for each fiscal year of the Revolving Borrower, unaudited financial statements consisting of a balance sheet of the Revolving Borrower as at the end of such quarter and the water closets lavatories a statement of income and conveniences retained earnings and of which the Tenant has the exclusive use in good and tenantable repair and condition cash flow for such quarter, setting forth (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where financial statements furnished for calendar quarters subsequent to the insurance moneys are rendered irrecoverable in consequence first full calendar year of the act or default Revolving Borrower) in comparative form the corresponding figures for the corresponding quarter of the Tenantpreceding fiscal year.
(i) Furnish, or cause to be furnished, to the reasonable satisfaction of Revolving Administrative Agent together with the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
financial statements required pursuant to clause (g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
clause (h) To permit a certificate of a Responsible Officer of the Landlord Revolving Borrower stating (i) that the attached financial statements have been prepared in accordance with GAAP and accurately reflect the financial condition of the Revolving Borrower, (ii) that the Revolving Borrower is in compliance with Section 5.1(k) and (iii) all information and calculations necessary for determining compliance by the Revolving Borrower with Section 5.2(a) as of the last day of the fiscal quarter or fiscal year of the Revolving Borrower, as the case may be.
(i) Except as otherwise permitted by the Revolving Loan Documents, preserve, renew and keep in full force and effect its agents with or without workmen corporate existence and with or without appliances at (ii) take all reasonable times action to maintain all rights, privileges and upon reasonable notice franchises necessary or desirable in the normal conduct of its business.
(k) Either (1) use the proceeds from the Revolving Loans hereunder to enter upon make advances to the Demised Premises Guarantor or any of its Subsidiaries (indirectly by making advances under the Series 2002-1 VFC), (2) use the proceeds from the Revolving Loans hereunder to repay Permitted Indebtedness outstanding from time to time or (3) use the proceeds from the Revolving Loans hereunder to pay expenses incurred in connection with this Agreement and any Pari Passu Indebtedness.
(l) Provide to view the condition thereof Revolving Administrative Agent the following notices and documents (provided that, solely with respect to take inventories clauses (i), (ii) and (iii) below, the Revolving Borrower shall only be obligated to provide such notices and documents to the extent that any of the Landlord’s fixtures therein events or occurrences described in such clauses is reasonably expected to result in a material liability):
(i) promptly and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to in any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not event within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all Revolving Borrower or any of such wiresits ERISA Affiliates knows or has reason to know that any ERISA Event has occurred, cables, ducts and pipes unless if such works may severely disrupt the operation a statement of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing President or Treasurer of the doors and windows of the Demised Premises at all times;
(l) To alter any window Revolving Borrower or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that ERISA Affiliate describing such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises ERISA Event and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinanceaction, Act of Parliamentif any, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply Revolving Borrower or such ERISA Affiliate has taken and proposes to take with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s businessrespect thereto;
(ii) promptly and in any event within two (2) Business Days after receipt thereof by the alteration Revolving Borrower or any of its ERISA Affiliates, copies of each notice from the name of the business of the TenantPBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan;
(iii) promptly and in any event within five (5) Business Days after receipt thereof by the assignmentRevolving Borrower or any of its ERISA Affiliates from the sponsor of a Multiemployer Plan, transfercopies of each notice concerning (A) the imposition of Withdrawal Liability by any such Multiemployer Plan, sale(B) the termination, charge within the meaning of Title IV of ERISA, of any such Multiemployer Plan or otherwise disposal (C) the amount of liability incurred, or that may be incurred, by the Revolving Borrower or any ERISA Affiliate in connection with any event described in clause (A) or (B) above; and
(iv) promptly upon request, copies of (A) any documents described in Section 101(k) of ERISA that the Revolving Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan, and (B) any notices described in Section 101(l) of ERISA that the Revolving Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided, that if the Revolving Borrower or the applicable ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the Tenant’s business;applicable Multiemployer Plan, upon the request of the Revolving Administrative Agent, which request shall not be more frequent than once during any twelve (12) Month period, the Revolving Borrower or applicable ERISA Affiliate shall promptly make a request for such documents or notices and shall provide copies of such documents and notices promptly and in any event within five (5) Business Days after receipt thereof.
(ccm) To take On each day after the Revolving Loans (with accrued interest thereon) and maintain sufficient all other amounts owing under this Agreement and adequate insurance coverage the other Revolving Loan Documents have become due and payable (whether at the stated maturity, by acceleration, or otherwise), give the notice contemplated by Section 2.06 of the Series 2002-1 Supplement, such notice to specify an amount equal to the lesser of (i) the funds on deposit in the Series 2002-1 Collection Subaccount on such day and (ii) the outstanding principal amount of the Revolving Loans (with reputable insurance companies covering accrued interest thereon) and all other amounts owing under this Agreement and the risksother Revolving Loan Documents.
(n) At the direction of the Revolving Administrative Agent or the Required Revolving Lenders, inter aliaexercise its right under Section 8.14 of the Pooling Agreement to direct the Trustee under the Master Trust when the Revolving Lenders are affected by the conduct of any proceeding or the exercise of any right conferred on the Trustee under the Master Trust.
(o) On each Business Day on which a Revolving Loan is made, cause the Servicer to submit a Daily Report to the Revolving Borrower and to the Trustee under the Master Trust no later than 12:00 (Noon), New York City time, setting forth the information required by Section 4.01 of the Servicing Agreement.
(p) Promptly upon a Responsible Officer of the Revolving Borrower becoming aware that the Revolving Borrower has received formal notice that it has become subject to any action or investigation under any Sanctions, the Tenant’s goods and propertyRevolving Borrower shall, to the extent permitted by law, supply to the Revolving Administrative Agent details of any such action or investigation.
(q) Upon the reasonable request of the Revolving Administrative Agent, the LandlordRevolving Borrower shall promptly provide to the Revolving Administrative Agent the information so requested, to the extent such information is available to the Revolving Borrower, in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case in accordance with the Revolving Borrower’s Fixtures past practices.
(r) Furnish or cause to be furnished to the Revolving Administrative Agent at the end of each fiscal year of the Pre-Export Borrowers a compliance certificate on behalf of the Pre-Export Borrowers detailing calculations of certain covenants that the Pre-Export Borrowers will be required to comply with pursuant to Section 5.1(p)(vii) and FittingsSection 5.4 of the Pre-Export Credit Agreement; provided, plate glassesthat, public liabilityfor the avoidance of doubt, fire and any other claims the failure of the Pre-Export Borrowers to be in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present compliance with such financial covenants set forth in the Demised Premises. The Tenant Pre-Export Credit Agreement during the term of this Agreement shall submit copies not constitute a Default or Event of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesDefault hereunder.
Appears in 1 contract
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Except as otherwise consented to in writing in advance by B2B, from the Landlord as follows:-
(a) To punctually pay the Rent reserved, the Deposit, and all other sums payable under date of execution of this Agreement and/or in respect until the Closing or the date of the Demised Premises in the manner aforesaid;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination termination of this Agreement, Margate shall:
(1) Maintain and operate its properties in a manner consistent with the efficient operation of its business and conduct its business only in the ordinary course in substantially the same manner as heretofore conducted.
(2) Punctually pay and discharge all taxes, assessments and governmental charges lawfully imposed upon it or any of its respective properties, or upon the income and profits thereof;
(3) Maintain its existence as a corporation validly existing and in good standing under the laws of Delaware and comply in all respects with all laws, governmental regulations, rules and ordinances, and judicial orders, judgments and decrees applicable to peaceably surrender its business, assets, properties, and yield up unto rights, except while contesting the Landlord the whole validity of any of the Demised Premises and every part thereof foregoing in good faith and substantial by appropriate proceedings;
(4) Notify B2B of the commencement of any litigation against Margate or of the occurrence or existence of any adverse business condition threatening its continued, normal business operations, or of any agreement, license, permit, authority, approval, operating certificate, other certificate, consent, or order involving it;
(5) At all times maintain, preserve, and keep its properties and equipment in good repair, order working order, and condition in all respects (having regard to their condition at so that the commencement of this Agreement) business carried on in connection therewith may be properly and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1advantageously conducted;
(e6) To place Use its best effort to fulfill its contractual obligations, pay or perform all debrisother obligations when due, wastesmaintain in effect its insurance, disposable itemsand preserve its business relations with its present clients, garbage carriers, suppliers and rubbish securely wrapped in waterproof bags in the receptacles designated thereforothers having business dealings with it;
(f7) To keep the interior Promptly make all filings with all governmental agencies required by it in furtherance of the Demised Premises including transactions contemplated hereby and required to maintain in full force and effect all Governmental Authorizations set forth in Schedule 2.16;
(8) Provide to B2B's President, on a monthly basis, internally- prepared financial statements which fairly present the flooring financial condition, operating results and interior plaster cash flow of Margate for each calendar month commencing with July 2000;
(9) Provide to B2B, as soon as practicable, (i) true and other surface material on walls and ceilings and the Landlord’s fixtures therein including complete copies of all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging litigation documents relating to the Demised Premises proceedings described on Schedule 2.17 hereto, and (ii) updated lists of Equipment promptly after each such list is prepared; and
(10) Use its best efforts to assure the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and conditions to the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories effectiveness of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice transactions contemplated in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Margate Industries Inc)
AFFIRMATIVE COVENANTS. The Tenant hereby Borrower covenants with and agrees that so long as the Landlord as follows:-Rupee Loan and/or any other monies due and payable by the Borrower to Exim Bank under the Loan Agreement shall remain unpaid, the Borrower will:
(a) To punctually pay apply all moneys borrowed hereunder for the Rent reserved, purpose for which the Deposit, and all other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaidRupee Loan has been sanctioned by Exim Bank;
(bi) To pay as and when required soon as available but no later than 45 days after the close of each quarter of its financial year furnish its unaudited financial statements for such period to Exim Bank, duly certified by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement officer of the Tenancy hereby grantedBorrower not below the designation of company secretary or if Exim Bank shall so require, by its managing director, as being complete and correct and fairly representing its financial condition and results of operation;
(ii) as soon as available but no later than 180 days after the close of each financial year of the Borrower, furnish its financial statements for the year then ended to Exim Bank, audited and certified by an independent auditor acceptable to Exim Bank. Such certificate shall not be qualified or limited because of restricted or limited examination of such additional sum auditor and shall be accompanied by a sum proportionate to what statement that, during such examination, the floor area auditor observed no evidence of an Event of Default or any circumstances which upon lapse of time or notice or both, would become an Event of Default, or a statement that evidence of an Event of Default or any such circumstances was found;
(iii) within 30 days after the end of each quarter of its financial year, submit a status report on the Project in such form and containing such information as Exim Bank may request, signed by a responsible officer of the Demised Premises together with the car parks which Borrower referred to in paragraph (i) above;
(iv) furnish such other statements, lists of property, accounts, budgets, projections, opinions, certificates, information and/or other documents as Exim Bank may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingreasonably require;
(c) To pay maintain adequate books of accounts and records in accordance with generally accepted accounting principles and practices in India consistently applied and permit employees or agents of Exim Bank at all charges for electricity, water, telephone, sewerage and any other services supplied reasonable times to or consumed separately on the Demised Premises inspect its properties and to enter into separate contracts with the relevant authorities examine or corporation for the provision audit its books of these servicesaccounts and records and make copies and memoranda thereof;
(d) At promptly give written notice to Exim Bank of:
(i) any litigation, arbitration or other proceedings commenced or threatened against the expiration Borrower including any application for its winding-up, which if determined against the Borrower may impair its ability to discharge its obligations under the Loan Agreement;
(ii) any dispute between the Borrower and any governmental authority or sooner determination Project authority or between the Borrower and its sub-contractor or supplier concerned with the Project;
(iii) any Event of this AgreementDefault or any event which but for the giving of notice or lapse of time or both would constitute an Event of Default;
(iv) any event or incident such as strike, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repairlock-out, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, fire or an act of GodGod or force-majeure, war and reasonable wear and tear only exceptedhappened or likely to happen which may disable or make it improbable for the Borrower to conduct its business activities or to complete the Project or which may delay its completion or cause cost escalation or compel the Borrower to abandon the Project; and
(v) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises any other matter which has caused or might lead to a state material adverse change in the Borrower's financial condition or operations, or adversely affect the observance and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1performance of its obligations hereunder;
(e) To place obtain, maintain and promptly renew from time to time all debrisauthorisations, wastesapprovals, disposable itemsconsents, garbage licences and rubbish securely wrapped in waterproof bags in exemptions as may be required to enable it to perform its obligations under the receptacles designated thereforLoan Agreement or under the documents thereby contemplated or as may be required for the validity or enforceability thereof, or otherwise necessary for the Project;
(f) To maintain and preserve its corporate existence and all rights and privileges enjoyed by it, conduct its business in an orderly, efficient and customary manner, maintain and keep the interior all its properties in good working order and condition and fully and effectively insured; comply with all laws, rules, regulations and directions of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences any governmental authority non- compliance of which the Tenant has the exclusive use in good may adversely affect its business or assets, and tenantable repair discharge all its indebtedness and condition (fair wear and tear and damage perform all contractual obligations promptly pursuant to agreements to which it is a party or by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofwhich it is bound;
(g) To use pay regularly all taxes, assessments, dues, duties and imposts in respect of its business, income and immoveable properties, including any tax payable on interest on the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication centerRupee Loan;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories maintain personnel for implementation of the Landlord’s fixtures therein Project to the satisfaction of Exim Bank, and to do structural or external repairs on the Demised Premises or to whenever required, submit bio- data and other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service relevant particulars of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord personnel to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s feesExim Bank;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects regularly pay premia in respect of all its insurance policies and keep the Demised Premises same in full force and effect and reimburse Exim Bank for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premisesany premium paid by it;
(j) Upon reasonable notice ensure that its payment obligations under the Loan Agreement will at all times rank in right of payment at least pari passu with all its other secured debts, whether now or hereafter outstanding, and discharge its liabilities to permit the Landlord its agents with Exim Bank without preference or without workmen and others priority, to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implementedother lender;
(k) To keep clean the Demised Premises and be responsible cause its promoters to meet any shortfall in resources or costs overrun for the locking and securing completion of the doors and windows Project or meeting any increase in the cost of machinery to be acquired by means of the Demised Premises at all timesRupee Loan, on terms satisfactory to Exim Bank;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord constitute a project management committee of its reasonable opinion that such displays or merchandise will impair directors and representatives of lenders financing the nameProject, reputation or standing including Exim Bank, for the purpose of supervising and monitoring the progress of implementation as also operation of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesProject.
Appears in 1 contract
Samples: Loan Agreement (Satyam Infoway LTD)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord Company covenants, for so long as follows:-this Series A-2 Note is in effect or any obligations herein (other than contingent indemnification obligations for which no claim has been asserted) remain outstanding:
(a) To punctually pay the Rent reservedupon one Business Day’s prior notice (provided no notice is required if an Event of Default has occurred and is continuing), the Deposit, Holder shall have the right to audit and all other sums payable under this Agreement and/or in respect of copy the Demised Premises in Company’s financial books and records during the manner aforesaidCompany’s regular business hours;
(b) To pay as the Company shall do or cause to be done all things necessary to preserve and when required by the Landlord an additional sum over keep in full force and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied effect its corporate existence and imposed upon or in respect of or attributed to the Demised Premises over its material rights and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the BuildingConsents;
(c) To the Company will file, when due, all income and other material Tax Returns and reports required by applicable Law, and will pay when due, all charges income and other material Taxes, deposits and contributions now or in the future owed (except for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on Taxes being contested in good faith with adequate reserves under the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these servicesapplicable Accounting Standards);
(d) At the expiration or sooner determination of this AgreementCompany will comply, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by firematerial respects, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1applicable Laws;
(e) To place all debris, wastes, disposable items, garbage the Company shall maintain proper books of record and rubbish securely wrapped account in waterproof bags in the receptacles designated thereforaccordance with applicable Tax and accounting principles at its offices;
(f) To keep the interior Company will deliver all documents circulated to shareholders of the Demised Premises including Company to the flooring and interior plaster and other surface material on walls and ceilings and Holder concurrently with such delivery in accordance with the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property terms of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofShareholders Agreement;
(g) To use promptly after the Demised Premises for occurrence thereof, the purpose Company will notify the Holder of an administrative office but not limited the occurrence of any Event of Default or any event which would, individually or in the aggregate, reasonably be expected to administration, computer, data and communication center;have a Material Adverse Effect; and
(h) To permit the Landlord and its agents with Company will promptly deliver such additional information regarding the business, financial or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories corporate affairs of the Landlord’s fixtures therein and to do structural Group Companies, or external repairs on deliver such additional information in compliance with the Demised Premises or to other portions terms of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised PremisesSeries A-2 Note Documents, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord Holder may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesreasonably request.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Xiaoju Kuaizhi Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby Borrower covenants and agrees with the Landlord as follows:-Agent that:
(a) To punctually pay the Rent reserved, the DepositThe Borrower shall, and all other sums payable under this Agreement and/or shall cause its advisors to, participate in respect update calls or in-person meetings, in each case at the reasonable request of the Demised Premises in Agent, to discuss the manner aforesaidoperations and financial results of the Borrower and the Guarantors;
(b) To pay as The Borrower shall deliver written notice to the Agent and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect Lenders of any increase in municipal notice of any material lien, or other taxes or assessment or correspondence threatening the filing of any material lien, upon any property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby grantedBorrower, the Guarantors or any of their Subsidiaries promptly upon receipt thereof but in no event later than two (2) Business Days after such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingparty has knowledge thereof;
(c) To pay all charges for electricityThe Borrower shall permit the Agent, waterthe Lenders and their advisors to visit and inspect its properties (including their books and records, telephoneaccounts receivable and inventory, sewerage facilities and any other services supplied to or consumed separately on the Demised Premises business assets) during normal office hours and to enter into separate contracts with the relevant authorities or corporation for the provision of these servicesupon reasonable advance notice;
(d) At The Borrower will maintain substantially all cash held by it or any Subsidiary at one or more accounts in the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole name of the Demised Premises Borrower maintained at a bank that, based upon the Borrower’s reasonable knowledge, does not hold any OpCo Notes or Holdco Bonds (and every part thereof which accounts shall be identified in good a letter to the Agent’s counsel to be delivered on the date hereof), and substantial repairshall only utilize such cash in the ordinary course of business (including, order for the avoidance of doubt, payment of the fees and condition in all respects (having regard to their condition at disbursements of the commencement of this Agreement) and clean and free from rubbish (damage restructuring professionals retained by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenantsBorrower, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord OpCo Noteholders and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;HoldCo Bondholders; and
(e) To place all debrisThe Borrower shall, wastesor shall cause its advisors to, disposable items, garbage and rubbish securely wrapped in waterproof bags in deliver to the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings Agent and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures Lenders the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;following reporting items:
(i) Forthwith to repair On or before March 4, 2016, and amend on or before every other Thursday thereafter, a 13-week rolling cash flow forecast that shall detail all sources and uses of cash on a weekly basis and shall describe in a proper and workmanlike manner reasonable detail any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority variances from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stockprior two-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s businessweek period;
(ii) On or before Mxxxx 0, 0000, (x) a detailed analysis of outstanding accounts payable that have resulted or, to the alteration best knowledge of Borrower, are likely to result in Liens in each case securing an amount in excess of $500,000 on the Oil and Gas Properties of the name Borrower and its Subsidiaries (a “Material Lien”), in each case, in form and substance reasonably satisfactory to the Administrative Agent and (ii) the Borrower’s 2016 business and operational plan (as approved by the Borrower’s board of the business of the Tenantdirectors);
(iii) Promptly but, in any event, within two Business Days after the assignmentBorrower, transferthe Guarantors or any Subsidiary has knowledge thereof, salewritten notice of any notice of a Material Lien, charge or otherwise disposal other correspondence threatening the filing of any Material Lien; and
(iv) Simultaneously with the delivery to any of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risksOpCo Noteholders, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect copies of any injuries caused and all financial reports or other materials delivered pursuant to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies terms of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesOpCo Noteholder Forbearance.
Appears in 1 contract
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord So long as follows:-any amount is unpaid hereunder, Borrower will:
(a) To punctually pay the Rent reservedkeep proper books of account in accordance with generally accepted accounting principles;
b) permit, the Depositupon written notice and during normal business hours, inspections and audits by Lender or by Lender's agents of all other sums payable under this Agreement and/or in respect of the Demised Premises books, records and papers in the manner aforesaidcustody or control of Borrower or of others relating to the Collateral or Borrower's financial or business condition, including the making of copies thereof and abstracts therefrom and inspection and appraisal of any of Borrower's assets;
(bc) To deliver to Lender financial information in such form and detail and at such times as are satisfactory to Lender;
d) promptly pay as all taxes, assessments and when required by other governmental charges due from Borrower; provided however, that nothing herein contained shall be interpreted to require the Landlord an additional sum over and above the Rent hereby reserved in respect payment of any increase such tax so long as its validity is being contested in municipal or other taxes or assessment or property tax or other impositions good faith and Borrower maintains adequate reserves with respect to such tax;
e) promptly inform Lender of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby grantedany action, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees suit, proceeding or agents bears to the total floor area of the Building;
(c) To pay all charges for electricityinvestigation against Borrower, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for any counterclaim against Borrower in any action, suit or proceeding and of all liens and encumbrances against any of Borrower's property, and of the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s feesoccurrence of any default hereunder;
(if) Forthwith pay all indebtedness to repair Lender and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premisesthird parties when due;
(jg) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wiresmaintain Borrower's corporate existence, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements applicable laws and regulations and maintain all property useful and necessary in Borrower's business in good repair and operating condition, ordinary wear and tear excepted;
h) maintain adequate insurance on the Collateral against fire, theft and other casualties and shall maintain public liability insurance and insurance against other risks, all as may be imposed on an occupier required by any Ordinancelaw or reasonably required by Lender, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good form, for such periods and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises written by such companies as may be emulsion painted or painted satisfactory to Lender. Such policies shall name Lender as additional insured and mortgagee/loss payee and shall provide for at least 20 days' written notice to Lender prior to cancellation. Borrower shall furnish Lender with certificates of such insurance. If Borrower fails to maintain such insurance, Borrower shall pay to Lender on the case date of each such failure the amount of any insurance premium costs incurred by Lender; and
i) join with Lender in executing such UCC financing statements as Lender may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade request and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To will pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings filing the same in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed all public offices where filing is deemed necessary or desirable by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord Lender. At Lender 's request from time to time;
(aa) To , Borrower will execute and deliver any and all such further instruments and documents and take all reasonable precautions such further actions as Lender may deem desirable in obtaining the full benefits of this Agreement. Borrower also hereby authorizes Lender to keep execute on behalf of Borrower and file UCC financing or continuation statements with appropriate jurisdictions in order to perfect the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timessecurity interests granted herein.
Appears in 1 contract
Samples: Business Loan and Security/Subordination Agreement (Source Scientific Inc)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Until the Landlord Closing, except as follows:-
expressly contemplated by this Agreement or any of the Transaction Documents or as required by Applicable Law, or as consented to by Acquiror in writing (a) To punctually pay the Rent reservedwhich shall not be unreasonably withheld, delayed or conditioned), the DepositCompany shall, and all other sums payable under this Agreement and/or in respect of the Demised Premises in Shareholder shall cause the manner aforesaid;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;Company to:
(i) Forthwith conduct its business only in the ordinary course; provided, that, the Company shall not enter into, assume or become subject to repair any statement of work or purchase order (including, in relation to a new or existing Contract in the ordinary course of business, based on the time and amend in a proper materials business model and workmanlike manner any defects in respect priced at the standard or ongoing hourly billing rates of the Demised Premises for Company) without the prior written consent of Acquiror (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that, consent shall be deemed granted by Acquiror to the Tenant is liable and of which Company to the extent that the Company has provided written notice shall be given to each of Bxxxxxx Xxxxxx, Dxxxx Xxxxxxxxx and Txxxx Xxxxx and such consent has not been granted by Axxxxxxx within twenty-four hours (24 hours) of such notice being sent by the Tenant or left at the Demised PremisesCompany;
(jii) Upon use its commercially reasonable notice efforts to permit the Landlord preserve and protect its business organization, employment relationships, and relationships with customers, strategic partners, suppliers, distributors, landlords, creditors, agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implementedhaving dealings with it;
(kiii) To keep clean pay its accounts payable and other obligations when they become due and payable in the Demised Premises and be responsible for the locking and securing ordinary course of the doors and windows of the Demised Premises at all timesbusiness consistent with past practice;
(liv) To alter any window or maintain its cash management practices and its policies, practices and procedures with respect to collection of trade accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other displays or merchandise immediately upon notice by the Landlord expenses, deferral of its reasonable opinion that such displays or merchandise will impair the namerevenue, reputation or standing and acceptance of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be customer deposits in accordance with past custom and practice and the covenants of the Tenant herein this Agreement contained Accounting Principles (including, without limitation, using commercially reasonable efforts to collect accounts receivable from active and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the soonerinactive customers);
(v) To employ competent personsperform all of its obligations under all Contracts to which it is a party, a reliable firm by which it or company acceptable any of its properties or assets are bound or affected or pursuant to the Landlord which it is an obligor or beneficiary, and comply with all Laws, Orders and Governmental Authorizations applicable to regularly clean the Demised Premises including the maintenance of the flooringit or its business, properties or assets;
(wvi) To keep maintain the stock-in-trade Leased Real Property and all of its other fixtures belonging to properties and assets in a state of repair and condition that complies with Applicable Law and is consistent with the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;requirements and normal conduct of its business; and
(xvii) To pay for the cost of replacing fluorescent tubes, electricity light bulbs maintain its books and small light component fittings in the Demised Premises;
(y) To pay such deposits records consistent with past custom and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timespractice.
Appears in 1 contract
Samples: Share Purchase Agreement (Ceva Inc)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Until the Landlord Obligations have been paid in full, or Lender has converted the Note as follows:-
provided in the Note, Borrowers shall (a) To punctually pay furnish to Lender any information received by Borrowers pertaining to claims made by third parties to the Rent reservedCollateral, the Deposit, and all other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaid;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect promptly notify Lender after Borrowers learn of any increase in municipal or other taxes or assessment or property tax or other impositions event that would constitute an Event of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby grantedDefault, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To promptly pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be Indebtedness in accordance with the covenants terms of the Tenant herein this Agreement contained Loan Documents, (d) conduct and with maintain their affairs and business according to their usual and ordinary course, maintain themselves at all locks times as a legal entity organized and keys complete or at existing in good standing under the request laws of the Landlord to restore the Demised Premises to as near to its original state at the commencement their respective States of the tenancy hereby created as is possible;
(u) To redecorate organization, and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directionslaws applicable to the Collateral, rules (e) keep books, records, and regulations laid down by accounts that fairly reflect all dealings and transactions related to the Landlord Collateral and to Borrowers’ business and activities, permit Lender or its agents or representatives, at any time during normal business hours, to copy, examine, and make extracts from all of Borrowers’ records pertaining to the Collateral, and compile, prepare, and furnish to Lender all data, reports, schedules, information, and certificates concerning the Collateral as Lender may reasonably request from time to time;
, (aaf) To take promptly pay all reasonable precautions filing, recording, and certification fees and charges and other direct costs incurred by Lender to keep perfect the Demised Premises security interests created by this Security Agreement, whether incurred before or any part thereof free after the date of termitesthis Security Agreement, rats(g) maintain insurance on the Collateral against all risks to which the Collateral may be exposed, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost with all such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord name Lender as an additional insured and shall keep the Landlord notified loss payee as its interests may appear, (h) defend their title or interest in the Collateral against any and all Liens, charges, offsets, defenses, and assessments of every kind and nature, except for Permitted Encumbrances and for Liens which are permitted under the Loan Documents, (i); perform their obligations, under each material contract and other agreement constituting part of the Collateral to ensure that no breach, default, or event of cancellation default will occur under such contract or modification agreement, and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such (j) maintain insurance coverage;
(dd) To be responsible coverage for the locking Inventory, including appropriate product liability in such amounts to fully insure the balance owing under the Note. Borrowers acknowledge that Lender has no obligation to preserve the Collateral or to pay taxes, assessments, insurance premiums, and securing indebtedness secured by a Lien on the Collateral. Any payments made by Lender or actions taken by Lender to preserve the Collateral will not constitute a cure or waiver of any Default. Additionally, Borrowers confirm to Lender that Borrowers bear all doors risk of loss associated with the Collateral and windows of that Lender has no duty to collect any income accruing on the Demised Premises at all timesCollateral or to preserve any rights relating to the Collateral.
Appears in 1 contract
Samples: Security Agreement (Wound Management Technologies, Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants During the period from the date of this Agreement to the Effective Time, except as expressly provided in this Agreement or with the Landlord as follows:-prior written consent of CU Bancorp and CUB, which consent shall not be unreasonably withheld, , PC Bancorp and PCB will:
(aA) To punctually pay the Rent reservedoperate their respective businesses, the Deposit, and all other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaid;
(b) To pay as usual, regular and when required by the Landlord an additional sum over ordinary course of business; use commercially reasonable efforts to preserve intact their business organization, employees and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises advantageous customer relationships and to enter into separate contracts with continue to develop such customer relationships and retain the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord services of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain officers and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their key employees;
(pB) To comply with all such requirements maintain and keep their properties in as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force good repair and any orders rules regulations or notice made thereundercondition as at present except for obsolete properties and for deterioration due to ordinary wear and tear;
(qC) To comply with the provisions for the health, safety maintain in full force and welfare effect insurance comparable in amount and scope of persons employed coverage to work in the Demised Premises laid down that now maintained by any law and any regulations thereunder for the time being in forceit;
(rD) To be responsible for perform in all material respects all of their obligations under contracts, leases and obligations relating to indemnify and save harmless the Landlord against affecting their assets, properties and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make businesses except such obligations as it may in good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premisesfaith reasonably dispute;
(tE) At maintain their respective rights and franchises; and voluntarily take no action which would (i) result in PC Bancorp or PCB incurring material losses; (ii) adversely affect the expiration or earlier determination ability of the term parties to obtain any Regulatory Approval or other approvals of Governmental Entities required for the transactions contemplated hereby created or materially increase the period of time necessary to yield up the Demised Premises obtain such approvals, or (iii) adversely affect their ability to perform their covenants and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be agreements under this Agreement;
(F) maintain PCB’s ALLL substantially in accordance with the covenants of the Tenant herein this Agreement contained past practices and with all locks methodology and keys complete GAAP (providing however, that any changes in practices or at the request of the Landlord methodology shall be attributable to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possibleaccounting or GAAP changes, only);
(uG) To redecorate charge off all loans, leases and to repaint other assets, or portions thereof, deemed uncollectible or classified as “loss” in accordance with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises GAAP or applicable law or regulation, or as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the soonerdirected by its regulators;
(vH) To employ competent persons, a reliable firm give notice to and consult with CUB prior to hiring any employees or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooringindependent contractors;
(wI) To keep give notice to and consult with CUB before acquiring any security or investment for the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss PC Bancorp or damage by fire from time to time during the TermPCB investment portfolio with a term of over one year;
(xJ) To pay for the cost of replacing fluorescent tubessubstantially comply with and perform all material obligations and duties imposed upon it by all federal and state laws, electricity light bulbs statutes and small light component fittings in the Demised Premises;rules, regulations and orders imposed by any Governmental Entity applicable to its business; and
(yK) To pay such deposits use commercially reasonable efforts to maintain loan classification policies and parking fees procedures in accordance with industry best practices consistent with past practice and, from time to time imposed by and after the Landlord or any other party managing the car park for the use date of the car park space(s) provided this Agreement to the Tenant;
(z) To employClosing Date, at its own costprovide CU Bancorp and CUB by no later than the 15th day of each month, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean a written report setting forth all loans classified as “Substandard,” “Doubtful,” “Loss and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all times“Other Loans Especially Mentioned.”
Appears in 1 contract
AFFIRMATIVE COVENANTS. The Tenant hereby Borrower covenants with the Landlord as follows:-
(a) To punctually pay the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or agrees that until payment in respect full of the Demised Premises in the manner aforesaid;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord Loan Obligations and the costs incurred thereby shall be deducted from Termination Date has occurred, it will do the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;following:
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To Promptly notify the Landlord by notice Lender in writing in one or more of the following events:-
regarding (iA) the alteration or any change in the principle activities legal name or place of organization of Borrower, and (B) any amendment to the Tenant’s businessdocuments evidencing the Parent Debt or the occurrence of any default or event of default thereunder;
(ii) At its own expense, promptly execute and deliver all such further instruments and documents, and take all such further actions, as Lender may reasonably request from time to time to establish, perfect, extend, and maintain the alteration of first priority security interest in the name of the business of the TenantCollateral or to enable Lender to exercise its rights and remedies under any Loan Document with respect to any Collateral, whether now owned or hereafter acquired. Borrower hereby irrevocably authorizes Lender, its agents, representatives, and designees to sign and file such financing statements;
(iii) File, on or prior to the assignmentdue date thereof, transferall tax returns and pay promptly when due all material taxes, saleassessments, charge and governmental charges imposed upon, and all claims against, the Collateral, and shall obtain and maintain any consents or otherwise disposal of the Tenant’s businessapprovals necessary to grant to Lender all security interests granted herein;
(cciv) To take At all times keep in a manner consistent with Borrower's ordinary course of business accurate and complete records of the Collateral and to the extent relevant, maintain sufficient the Collateral in good repair and adequate insurance coverage working order in a manner consistent with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect Borrower's ordinary course of business.
(v) Promptly notify Lender of any injuries caused to event of which Borrower has knowledge or any employees, visitors or invitees or persons lawfully present in information received by Borrower that may materially adversely affect the Demised Premises. The Tenant shall submit copies value of the aforesaid insurance policies Collateral or the rights and remedies of Lender under any Loan Document or otherwise be reasonably expected to the Landlord and shall keep the Landlord notified result in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coveragea Material Adverse Effect;
(ddvi) To be responsible reserved;
(vii) Upon the reasonable request of Xxxxxx, amend this Agreement to include any provision reasonably requested by Lender to implement reasonable protective provisions for the locking benefit of Lender to allow Lender reasonable means to protect or preserve its lien or security interest upon the occurrence of a default or an event of default;
(viii) reserved; and
(ix) Permit representatives of Lender during normal business hours and securing upon reasonable advance notice, to visit and inspect any office of Borrower or any other location where any Collateral may be located (to the extent within the control of Borrower) and to examine all doors of Borrower’s books of account, reports, and windows other records relevant to any of the Demised Premises at all timesCollateral and to discuss Xxxxxxxx’s business and assets with the outside accountants of or any other advisors to Borrower to the extent and only to the extent relating to the operations of the business and the Collateral.
Appears in 1 contract
AFFIRMATIVE COVENANTS. The Tenant hereby covenants We covenant that, so long as any Obligations remain outstanding and this Agreement is in effect, we shall:
(A) Pay to you on demand all reasonable fees and expenses which you incur in connection with (i) the forwarding of loan proceeds, (ii) the processing of loan advances, (iii) the establishment and maintenance of the lock box and of all other accounts created in connection with the Landlord as follows:-
(a) To punctually pay the Rent reserved, the Deposittransaction contemplated hereby, and all other sums payable under this Agreement and/or in respect (iv) examination of the Demised Premises in the manner aforesaidCollateral;
(bB) To Promptly file all tax returns and other reports which we are required to file and promptly pay all taxes, assessments and other charges, except as are contested in good faith and when required by the Landlord an additional sum over for which adequate reserves are established and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingmaintained;
(cC) To pay all charges for electricityPromptly notify you in writing of any litigation affecting us, waterwhether or not the claim is covered by insurance, telephoneand of any suit or administrative proceeding which may materially and adversely affect the Collateral or our business, sewerage and any other services supplied to assets, operations or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities condition, financial or corporation for the provision of these servicesotherwise;
(dD) At Notify you in writing (i) promptly upon the occurrence of any event described in Section 4043 of ERISA, other than a termination, partial termination or merger of a "Plan" (as defined in ERISA) or a transfer of a Plan's assets, and (ii) prior to any termination, partial termination or merger of a Plan or a transfer of a Plan's assets;
(E) Give you thirty (30) days prior written notice of our opening or closing any place of business;
(F) Maintain our corporate existence and our qualification and good standing in all states necessary to conduct our business and own our property and maintain adequate assets, licenses, patents, copyrights, trademarks and tradenames to conduct our business;
(G) Promptly notify you in writing of any labor dispute to which we are or may become subject and the expiration of any labor contract to which we are a party or sooner determination bound;
(H) Promptly notify you in writing of any violation of any law, statute, regulation or ordinance of any governmental entity, or of any agency thereof, applicable to us which may materially and adversely affect the Collateral or our business, assets, operations or condition, financial or otherwise;
(I) Notify you in writing within five (5) business days of our default beyond any applicable cure period under any note, indenture, loan agreement, mortgage, lease, or other agreement to which we are a party or bound;
(J) Promptly notify you in writing of any default beyond any applicable cure period under any Indebtedness or indebtedness owing to us;
(K) Promptly notify you in writing of the making of any capital expenditures materially affecting our business, assets, operations or conditions, financial or otherwise;
(L) Execute and deliver to you, upon request, such documents and agreements as you may, from time to time, reasonably request to carry out the terms and conditions of this Agreement;
(M) Promptly, to peaceably surrender and yield up unto the Landlord the whole in any event within five (5) days of the Demised Premises receipt thereof, deliver any communication in any way concerning any act or omission on our part regarding the use, generation, storage or release of a hazardous waste or substance. We agree to indemnify and every hold you harmless from any and all loss, damage, cost, liability or expense (including reasonable attorney fees) arising out of our use, generation, storage or release of any hazardous waste or substance;
(N) Promptly, and in any event within five (5) days of the receipt thereof, deliver to you a copy of any communication from the Federal Department of Labor concerning any alleged wrongful act or omission on our part thereof in good connection with the payment of minimum and/or overtime wages to an employee;
(O) Promptly, and substantial repairin any event within five (5) days of the receipt thereof, order deliver to you a copy of any communication concerning any violation of a state or Federal law which could result in the forfeiture of the Collateral;
(P) Maintain the liens and condition security interests granted to you as first, prior and only liens upon the Collateral, except as permitted under Section 11.(K);
(Q) Provide to you true and accurate copies, and evidence of the filing, of the SEC Reports by not later than September 30, 1998;
(R) Provide you not less than thirty (30) days in advance of the acquisition and delivery of any Inventory to any location other than as set forth on Schedule 8(O) (each such location referred to as a "New Location") with the address of the New Location, including the county, and not less than fifteen (15) days prior to such acquisition and delivery, with such duly executed UCC Financing Statements as Lender shall require;
(S) Provide to you, upon filing with the SEC, copies of each registration statement, and upon issuance, each offering statement or prospectus, with respect to any proposed public or private offering of securities of Borrower (each an "Offering"); and
(T) Comply in all respects (having regard to their condition at with the commencement Order Approving Disclosure Statement and Confirming Amended Plan of this Agreement) Reorganization of Xxxxxxx Companies, Inc., The Cookstore, Inc., and clean and free from rubbish (damage by fireThe Cookstore Worthington, floodInc., lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags executed in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises United States Bankruptcy Court for the purpose Southern District of an administrative office but not limited Ohio, Eastern Division on July 10, 1998, as amended (the "Order"), and provide to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition you such evidence thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord you may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;reasonably request.
(kU) To keep clean Use our best efforts to obtain an additional aggregate cash equity investment in Borrower of $500,000 by not later than October 15, 1998 (the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all times"Equity Injection").
Appears in 1 contract
Samples: Loan and Security Agreement (Rolling Pin Kitchen Emporium Inc)
AFFIRMATIVE COVENANTS. The Tenant Seller hereby covenants and agrees with the Landlord Company that, except (i) as follows:-permitted by this Agreement, (ii) as disclosed in the Seller Disclosure Schedule, (iii) as required by Law or a Governmental Authority of competent jurisdiction, provided, that prior to failing to take any such action, the Seller notifies the Company thereof and to the extent required by the Company, uses its reasonable best efforts to take any such action otherwise subject to such Law or Governmental Authority, or (vi) as otherwise consented to in writing by the Company, during the period from the date hereof to the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, it will, and it will cause each Seller Subsidiary, to:
(a) To punctually pay the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or in respect of the Demised Premises operate its business only in the manner aforesaidusual, regular and ordinary course consistent with past practices;
(b) To pay as use commercially reasonable efforts to preserve intact its business organization and when required by assets, maintain its rights and franchises, retain the Landlord an additional sum over services of its officers and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied key employees and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together maintain its relationships with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingcustomers;
(c) To pay all charges for electricityuse commercially reasonable efforts to maintain and keep the Owned Real Property and the Leased Real Property in as good repair and condition as at present, water, telephone, sewerage ordinary wear and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these servicestear excepted;
(d) At the expiration or sooner determination use commercially reasonable efforts to keep in full force and effect director and officer liability insurance comparable in amount and scope of this Agreement, coverage to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage that now maintained by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1it;
(e) To place perform in all debrismaterial respects all obligations required to be performed by it under all Material Contracts relating to or affecting its assets, wastesproperties, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated thereforbusiness;
(f) To keep the interior of the Demised Premises including the flooring comply with and interior plaster perform in all material respects all obligations and other surface material on walls and ceilings and the Landlord’s fixtures therein including duties imposed upon it by all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofapplicable Laws;
(g) To use maintain the Demised Premises for the purpose “well capitalized” status of an administrative office but not limited to administration, computer, data and communication centerAlterra Bank;
(h) To permit deliver written Phase I environmental site assessments for each piece of Owned Real Property and OREO Property (excluding single family residences with an appraised value of less than $100,000) held by the Landlord and its agents with Seller or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories any Seller Subsidiary as of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s feesEffective Time;
(i) Forthwith not to repair and amend take any action or fail to take any action which, individually or in the aggregate, can be expected to have a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised PremisesSeller Material Adverse Effect;
(j) Upon use its reasonable notice best efforts to permit deliver all written Consents necessary to properly assign or transfer all Material Contracts to the Landlord its agents with or without workmen and others Company prior to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implementedEffective Time;
(k) To keep clean the Demised Premises take any and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window actions necessary to require that all stock options, restricted shares, or other displays awards already vested or merchandise immediately upon notice vesting as a result of a change in control pursuant to any incentive compensation plan, including the Seller’s 2010 Equity Incentive Plan, either be exercised by the Landlord of its reasonable opinion that such displays Effective Time or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesexpire.
Appears in 1 contract
Samples: Merger Agreement (First Business Financial Services, Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Prior to the Landlord as follows:-Closing, the Company and the Members shall:
(a) To punctually pay conduct the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or in respect of the Demised Premises Business only in the manner aforesaidusual and ordinary course of business in accordance with past custom and practice;
(b) To pay as keep in full force and when required by the Landlord an additional sum over effect its corporate existence and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied all material rights, franchises and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingintellectual property;
(c) To pay all charges for electricity, water, telephone, sewerage use best efforts to retain its employees and any other services supplied sales agents and preserve its present business relationships and continue to or consumed separately on the Demised Premises compensate such employees and to enter into separate contracts sales agents in accordance with the relevant authorities or corporation for the provision of these servicespast custom and practice;
(d) At maintain the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof Closing Assets in good and substantial customary repair, order and condition and maintain insurance reasonably comparable to that in all respects (having regard to their condition at effect on the commencement date of this Agreement) ; replace in accordance with past practice its inoperable, worn out and clean and free from rubbish (obsolete assets with assets of comparable quality; in the event of any casualty, loss or damage by fireto any of the Closing Assets prior to Closing, floodeither repair or replace such assets with assets of comparable quality or, lightningif Purchaser agrees, xxxxx, xxxxxxx, act transfer to Purchaser at Closing the proceeds of God, war and reasonable wear and tear only excepted) and any insurance recovery with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1respect thereto;
(e) To place all debrismaintain its books, wastes, disposable items, garbage accounts and rubbish securely wrapped records in waterproof bags accordance with past custom and practice as used in the receptacles designated thereforpreparation of the financial statements described in Section 3.4 hereof and file with the appropriate taxing authorities any and all returns required to be filed by them for the periods covered thereby;
(f) To keep the interior of the Demised Premises including the flooring permit Purchaser and interior plaster its employees, agents, accounting and legal representatives and potential lenders and their representatives to have access to its books, records, invoices, contracts, leases, key personnel, independent accountants, property, facilities, equipment and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging things reasonably related to the Demised Premises and Business or the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofClosing Assets;
(g) To use its best efforts to obtain all consents and approvals necessary or desirable to consummate the Demised Premises for transactions contemplated hereby and to cause the purpose of an administrative office but not limited other conditions to administration, computer, data and communication centerCBI Companies' obligation to close to be satisfied;
(h) To permit the Landlord pay accounts payable and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories other obligations of the Landlord’s fixtures therein Business when they become due and to do structural or external repairs on payable in the Demised Premises or to other portions ordinary course of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply business consistent with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s feesprior practice;
(i) Forthwith to repair promptly inform Purchaser in writing of any variances from the representations and amend warranties contained in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;Article 3 hereof; and
(j) Upon reasonable notice contribute to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require each Benefit Plan that is intended to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all a qualified plan under Code Section 401(a) an amount sufficient to satisfy any benefit or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation expense obligation that will have accrued thereunder as of the TenantClosing Date and as to which they have not, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing as of the doors Closing 27 Date, made a full and windows of complete contribution, whether or not the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents legal deadline for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as making a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timescontribution has then yet arrived.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Clark/Bardes Inc)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Prior to the Landlord as follows:-Closing, Seller shall and Parent shall cause Seller to:
(a1) To punctually pay conduct the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or in respect of the Demised Premises Business only in the manner aforesaidusual and ordinary course of business in accordance with past custom and practice (including placing purchase orders only for reasonable quantities and at reasonable prices and accepting customer orders only for reasonable quantities on reasonable terms);
(b2) To pay as keep in full force and when required by the Landlord an additional sum over effect its corporate existence and above the Rent hereby reserved in respect of any increase in municipal all material rights, franchises and intellectual property relating to or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed pertaining to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the BuildingBusiness;
(c3) To pay all charges for electricityuse commercially reasonable efforts to retain its employees and sales agents and preserve its present business relationships, waterand continue to compensate its employees and sales and other agents in accordance with past custom and practice, telephone, sewerage but such efforts shall not require the payment of any compensation in excess of Seller's and/or Parent's current customary compensation to such employees and any other services supplied to or consumed separately on the Demised Premises past custom and to enter into separate contracts with the relevant authorities or corporation for the provision of these servicespractice;
(d4) At maintain the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof Purchased Assets in good and substantial customary repair, order and condition in all respects (having regard accordance with past practice and maintain insurance reasonably comparable to their condition at that in effect on the commencement date of this Agreement) ; replace in accordance with past practice its inoperable, worn out and clean and free from rubbish (obsolete assets with assets of comparable quality; in the event of any casualty, loss or damage by fireto any of the material Purchased Assets prior to Closing, floodeither repair or replace such assets with assets of comparable quality or, lightningif Purchaser agrees, xxxxx, xxxxxxx, act transfer to Purchaser at Closing the proceeds of God, war and reasonable wear and tear only excepted) and any insurance recovery with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1respect thereto;
(e5) To place all debrismaintain its books, wastes, disposable items, garbage accounts and rubbish securely wrapped records in waterproof bags accordance with past custom and practice as used in the receptacles designated thereforpreparation of the financial statements described in Section 3.4 hereof and file with the appropriate taxing authorities any and all returns required to be filed by it for the periods covered thereby;
(f6) To keep the interior of the Demised Premises including the flooring permit Purchaser and interior plaster its employees, agents, accounting and legal representatives and potential lenders and their representatives to have access to its books, records, invoices, contracts, leases, key personnel, independent accountants, property, facilities, equipment and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging things reasonably related to the Demised Premises and Business or the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofPurchased Assets;
(g7) To use commercially reasonable efforts to obtain all consents and approvals necessary or desirable to consummate the Demised Premises for the purpose of an administrative office transactions contemplated hereby, including, but not limited to, with respect to administrationeach Lease, computera consent to the assignment of such Lease to Purchaser (which efforts shall not require the payment of any amount or the undertaking of any obligation not referred to in the particular document or agreement for which consent is being obtained), data and communication center;to cause the other conditions to Purchaser's obligation to close to be satisfied; and
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may 8) from time to time reasonable require prior to the Closing, supplement or amend any of the Schedules referred to herein with respect to any matter that, if existing or occurring at or prior to the date of this Agreement, would have been required to be laid and fixed set forth or described in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation Schedules or that is necessary to correct any information in any of the Tenant, Schedules that has been rendered inaccurate by an event occurring after the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesdate hereof.
Appears in 1 contract
AFFIRMATIVE COVENANTS. The Tenant hereby covenants During the time period that any amounts are outstanding under the CONSTRUCTION NOTE, TERM NOTE, REVOLVING NOTE, this AGREEMENT or the LOAN DOCUMENTS, unless the BANK shall otherwise agree in writing the BORROWER shall:
6.3.1 Diligently proceed with construction of the Landlord as follows:-
(a) To punctually pay PROJECT according to the Rent reserved, the DepositPLANS and in accordance with all applicable laws and ordinances, and all other sums payable under this Agreement and/or in respect complete the PROJECT by the COMPLETION DATE.
6.3.2 Use the proceeds of each of the Demised Premises in disbursements under the manner aforesaid;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation CONSTRUCTION LOAN solely for the provision of these services;purposes set forth in this AGREEMENT.
(d) At 6.3.3 Use its best efforts to require the expiration or sooner determination of this Agreement, to peaceably surrender GENERAL CONTRACTOR and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made each SUBCONTRACTOR to comply with all rules, regulations, ordinances and laws bearing on its conduct of work on the Tenant’s covenants to repair herein contained PROJECT.
6.3.4 Provide and require maintain at all times during the Tenant forthwith to execute such repairs or works or make such replacement and if process of building the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wiresPROJECT and, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore BANK, furnish the Demised Premises to as near to its original state at the commencement BANK with proof of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats payment of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-premiums on:
(i) Builders' risk completed value form insurance insuring the alteration or change PROJECT against fire, lightning and all other risks covered by the extended coverage endorsement then in use in the principle activities State of Wisconsin to the full value of the Tenant’s businessPROJECT (subject to reasonable loss deductible provisions). The BANK's interest shall be protected by naming the BANK as additional named insured;
(ii) the alteration Comprehensive general liability insurance (including operations, contingent liability, operations of the name subcontractors, complete operations, removal of the business of the Tenant;contaminated soil and other environmental coverage and contractual liability insurance) with limits reasonably acceptable to BANK,
(iii) Worker's compensation insurance, with statutory coverage. The policies of insurance required pursuant to clauses (i) and (ii) above shall be in form and content satisfactory to the assignment, transfer, sale, charge or otherwise disposal BANK and shall be placed with financially sound and reputable insurers. The policy of insurance referred to in clause (i) above shall contain an agreement of the Tenant’s business;
insurer to give not less than thirty (cc30) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies days' advance written notice to the Landlord and shall keep the Landlord notified BANK in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such policy or change affecting the coverage thereunder. Acceptance of insurance coverage;policies referred to in clauses (i) and (ii) above shall not bar the BANK from requiring additional insurance which it reasonably deems necessary.
6.3.5 Purchase and maintain hazard insurance (ddincluding fire, extended coverage vandalism and malicious mischief) To on the PROPERTY and all assets in which BANK has a security interest with limits acceptable to the BANK. BANK shall be responsible for named as additional named insured.
6.3.6 Maintain accurate and complete books, accounts and records pertaining to the locking PROPERTY and securing of the PROJECT and its ongoing and continuing operations in form and substance satisfactory to the BANK. The BORROWER will permit the BANK~ acting by and through its officers and employees, to examine upon reasonable notice all doors and windows of the Demised Premises at all timesbooks, records, contracts, plans, drawings.
Appears in 1 contract
Samples: Construction Loan Agreement (Badger State Ethanol LLC)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Debtor agrees that until the Landlord as follows:-Liabilities have been paid in full and the Secured Party's security interest in the Collateral terminated, Debtor will:
(a) To punctually pay Keep its chief place of business and chief executive office and the Rent reserved, the Depositoffice where it keeps its records concerning its Accounts and general intangibles, and the office where it keeps all originals of all chattel paper which evidence Accounts and general intangibles, at the Debtor's address specified above in the first paragraph of this Agreement, or, upon thirty (30) days prior written notice to the Secured Party, at such other sums payable under this Agreement and/or location in respect the State of Massachusetts. The Debtor will hold and preserve such records and chattel paper and will permit representatives of the Demised Premises in the manner aforesaid;Secured Party at any time during normal business hours to inspect and make abstracts from such records and chattel paper; and
(b) To pay as Keep Debtor's Equipment, Inventory and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or tangible personal property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;places specified in Section 6(a); and
(c) To pay In any suit, proceeding or action brought by the Secured Party with respect to any of Debtor's Accounts or general intangibles or other property comprising part of the Collateral, the Debtor will save, indemnify and keep the Secured Party harmless from and against all charges for electricityexpenses, waterloss or damage suffered by reason of any defense, telephonesetoff, sewerage and counterclaim, recoupment or reduction of liability whatsoever of the obligor thereunder, arising out of a breach by Debtor of any obligation or arising out of any other services supplied agreement, indebtedness or liability at any time owing to or consumed separately on in favor of such obligor or its successors from Debtor, and all such obligations of Debtor shall be and shall remain enforceable against and only against Debtor and shall not be enforceable against the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;Secured Party; and
(d) At Keep and maintain at Debtor's own cost and expense satisfactory and complete records of the expiration Collateral in a manner consistent with Debtor's current business practice, including, without limitation, a record of all payments received and all credits granted with respect to such Collateral. Debtor shall, for the Secured Party's further security, deliver and turn over to the Secured Party or sooner determination the Secured Party's designated representatives at any time following the occurrence of an Event of Default and upon three (3) days' notice from the Secured Party or the Secured Party's designated representative, any such books and records (including, without limitation, any and all computer tapes, programs and source codes relating to such Collateral in which such Debtor has an interest or any part or parts thereof); and
(e) Debtor will not create, permit or suffer to exist, and will defend the Collateral against, and take such other action as is necessary to remove, any lien, security interest or encumbrance on such Collateral, other than the security interest of Secured Party and the Permitted Liens, and Debtor will defend the right, title and interest of the Secured Party in and to Debtor's rights to such Collateral, including, without limitation, the proceeds and products thereof, against the claims and demands of all Persons whatsoever; and
(f) Debtor will advise the Secured Party promptly, in reasonable detail, of (i) any lien, security interest, encumbrance, or claim made by or asserted against any or all of the Collateral (other than the Permitted Liens), and (ii) the occurrence of any other event which would have a material adverse effect on the aggregate value of such Collateral or on the security interests and liens with respect to such Collateral created hereunder; and
(g) Preserve and maintain, its corporate existence and good standing in the State of Delaware and its qualification to do business in the State of Massachusetts; and
(h) Keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of the Debtor; and
(i) Execute, or cause to be executed, upon Secured Party's request, any documents necessary to perfect Secured Party's security interest in the Collateral; and
(j) Take all actions necessary or required by law to protect and preserve the Collateral, the rights of the Debtor and Secured Party thereunder, and the priority of the lien granted thereby, including, without limitation, the payment of all amounts required for that purpose; and
(k) Furnish Secured Party, from time to time, with such information relevant to this Agreement and Debtor's performance hereunder as Secured Party may request; and
(l) Immediately upon the execution of this Agreement, make appropriate entries upon its books disclosing Secured Party's security interest in the Collateral. Upon Secured Party's request, following an Event of Default, Debtor will execute and deliver all papers and instruments, and do all things required by Secured Party to peaceably surrender and yield up unto the Landlord the whole facilitate collection of the Demised Premises Collateral; and
(m) Maintain, keep and every part thereof preserve all of its tangible assets in good condition and substantial repair. Debtor will not commit or permit damage to or destruction of its tangible assets, order and condition or any portion thereof; and
(n) Continue to engage in all respects (having regard to their condition at a business of the commencement same general type as conducted by it on the date of this Agreement; and
(o) Pay when due all taxes, assessments and clean liens upon the Collateral (and free all other assets now or hereafter owned by it), its use or operation, upon this Agreement, the Revolving Note secured hereby or upon any of the other related loan documents; and
(p) Procure and maintain "all risks" fire and extended casualty insurance, and comprehensive public liability insurance, together with such other insurance as the Secured Party may require with respect to the Collateral, in form, amounts, coverages, and basis acceptable to Secured Party and issued by a company or companies acceptable to Secured Party. Prior to closing and from rubbish time to time thereafter, upon the request of Secured Party, Debtor shall deliver to Secured Party duplicate originals of the aforesaid insurance policies, together with certificates of insurance naming Secured Party as an "additional insured" with respect to public liability coverage and as a "mortgagee and loss payee" with respect to all other coverages. Debtor will also provide the Secured Party with a Lender's Loss Payable Endorsement and such other endorsements as Secured Party shall require; and
(q) Promptly notify Secured Party of any loss or damage to the Collateral exceeding $10,000.00. Secured Party may make proof of loss if Debtor fails to do so within fifteen (15) days of the casualty. All proceeds of any insurance on the Collateral, including accrued proceeds thereon, shall be held by fireSecured Party as part of the Collateral. Provided Debtor shall not then be in default in the payment of any indebtedness to Secured Party or in the performance of any other obligation to Secured Party hereunder or under any related loan document, floodSecured Party shall consent to the repair or replacement of the damaged or destroyed Collateral, lightningand Secured Party, xxxxxshall, xxxxxxxupon satisfactory proof of expenditure, act pay or reimburse Debtor from the proceeds for the reasonable cost of God, war and reasonable wear and tear only excepted) and with all keys completerepair or restoration. If Debtor shall be in default in the Tenant payment or performance of any such indebtedness or obligation, Secured Party, at its option, may apply the insurance proceeds toward payment of the remaining Liabilities, with the remainder, if any, being paid to Debtor, or such other person legally entitled thereto; and
(r) Deliver or cause to be delivered to Secured Party within twenty (20) days after the end of each month, with its monthly financial statements of condition, in form satisfactory to Secured Party and, within ninety (90) days after the end of each fiscal year, with its annual audited financial statements of condition, containing the balance sheet of the Debtor as of the close of each such fiscal year, statements of income and retained earnings and a statement of cash flows for each such fiscal year; and such other comments and financial details as are usually included in similar reports. Such financial statements shall fail (a) be in form and reporting basis satisfactory to observe these covenantsthe Secured Party, the Landlord shall carry out necessary works (b) be prepared in accordance with GAAP by an independent certified public accounting firm selected by Debtor and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord Secured Party, and (c) contain unqualified opinions as to the costs incurred thereby fairness of the statements therein contained. Debtor shall also provide to the Secured Party any management letters that may accompany the statements. Debtor shall also promptly provide Secured Party with such other information, financial or otherwise, concerning the Debtor as the Secured Party may reasonably request from time to time; and
(s) Promptly after the sending or filing thereof, provide the Secured Party with copies of all proxy statements, financial statements, and reports which Debtor sends to its stockholders, and copies of all regular, periodic, and special reports, and all registration statements and reports which Debtor files with the Securities and Exchange Commission (including, without limit, quarterly 10-K and 10-Q reports) or any governmental authority which may be deducted substituted thereof, or with any national securities exchange; and
(t) Promptly after the commencement thereof, give the Secured Party notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Debtor, which, if determined adversely to the Debtor, could have a material adverse effect on the financial condition, properties or operations of Debtor; and
(u) At any reasonable time and from time to time, permit the Secured Party or any agent or representative thereof to examine and make copies of and abstracts from the Deposit. Should records and books of account of, and visit the Deposit be inadequate for this purposeproperties of, the Tenant shall pay Debtor, and to discuss the affairs, finances, and Accounts of the Debtor with any of its officers, directors and accountants; and
(v) Give Secured Party written notice thirty (30) days prior to any change in Debtor's name, mailing address, principal place of business, chief executive office, or location of the Collateral or Debtor's books and records. Debtor further agrees to advise Secured Party promptly, in sufficient detail, of any substantial change relating to the Landlordtype, quantity or quality of the Collateral, or any event which would have a material adverse effect on demand, all sums due the value of the Collateral or on the lien and owing under this Clause 5.1;security interest granted to Secured Party herein; and
(ew) To place Cause its compliance with all debrispresent and future environmental laws, rules and regulations pertaining to Debtor, any real property owned or occupied by Debtor, or its business, or the production, disposition or use of the Collateral, and voluntarily to clean up all hazardous materials released, discharged, stored or discharged upon their discovery and to be fully liable to the Secured Party for all costs and expenses incurred by the Secured Party arising from such environmental hazards and wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags ; and
(x) That except for Inventory sold in the receptacles designated therefor;
ordinary course of Debtor's business [or except as permitted under Section 8 (f) To keep the interior hereof], Debtor shall not sell, offer to sell, assign, encumber, transfer, or dispose of the Demised Premises including the flooring Collateral, or any portion thereof and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property proceeds of the Landlord sale of Inventory shall be held for the account of Secured Party; and
(y) Provide Secured Party from time to time, promptly upon request of Secured Party, with a comprehensive updated list of all Account Debtors of Debtor, including their current addresses and telephone numbers; and
(z) Promptly, upon the Debtor's learning thereof, (a) inform the Secured Party in upon writing, of any material delay in Debtor's performance of any of its obligations to any Account Debtor; (b) furnish to and belonging inform the Secured Party of all material adverse information relating to the Demised Premises financial condition of any Account Debtor; and (c) notify the water closets lavatories and conveniences Secured Party in writing if any of its then existing Inventory with respect to which the Tenant Secured Party has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;an advance is no longer Eligible Inventory; and
(gaa) To use the Demised Premises for the purpose of an administrative office but not limited to administrationAs soon as possible, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to in any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not event within ten (10) days after service Debtor knows or has reason to know that any circumstances exist that constitute grounds entitling the PBGC to institute proceedings to terminate a plan of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord Debtor subject to enter upon the Demised Premises and execute such repairs or works or make such replacement ERISA, and the costs thereof shall be debt due from regulations promulgated thereunder, or to appoint a Trustee to administer such plan, or to impose withdrawal liability against Debtor, Debtor will notify the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend Lender in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises writing setting forth all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises relevant details and the common entrance and all hall ways leading thereto or action which Debtor proposes to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply take with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arisingrespect thereto; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;and
(bb) To notify Pay Secured Party forthwith any and all expenses, including legal expenses and reasonable attorneys' fees, incurred or expended by Secured Party in the Landlord by notice in writing in one collection or more attempted collection of the following events:-
(i) Collateral and in protecting the alteration or change in Collateral and/or Secured Party's security interest therein, and enforcing the principle activities obligations of Debtor and the Tenant’s business;
(ii) the alteration rights of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesSecured Party hereunder.
Appears in 1 contract
Samples: Security Agreement (Bpi Packaging Technologies Inc)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Between the Landlord as follows:-date of this Agreement and the Closing Date, the Members will, and will cause Com-Net to:
(a) To punctually pay conduct the Rent reservedbusiness of Com-Net only in the Ordinary Course of Business and will use best efforts to maintain and preserve the Property, preserve intact the Depositcurrent business organization of Com-Net, and all other sums payable under this Agreement and/or in respect of maintain the Demised Premises in the manner aforesaidrelations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with Com-Net;
(b) To pay as provide Subsidiary and when required by the Landlord an additional sum over its representatives, agents, contractors, architects and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed engineers reasonable access to the Demised Premises over Property and above the amount levied and imposed at the commencement financial records of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted Property at any time during normal business hours prior to the Tenant his employees Closing Date, at Subsidiary's sole cost and expense, to perform any tests, borings, inspections, surveys, studies, environmental site assessments and measurements which Subsidiary reasonably deems necessary or agents bears to the total floor area of the Buildingappropriate;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs this Agreement, furnish to Subsidiary the Disclosure Letter which shall contain true, correct and complete copies of all records, documentation and other information in its possession (or works in the possession of the Members' or Com-Net's attorneys or other representatives) as Subsidiary may reasonably request concerning Com-Net, the Members' Membership Interests, and the ownership, use, operation and condition of the Property, including without limitation the Ground Leases, Easements, Tenant Leases and Permits, any title insurance policies, recorded title documents, title abstracts, title opinions, surveys, plans, engineering reports, soil tests, service contracts, legal opinions, environmental site assessments and similar items;
(d) permit Subsidiary to, without any obligation to do so, contact any Governmental Authority about any Permits or Legal Requirements concerning Com-Net or the making Property and contact any party to any of the Ground Leases, Easements or Tenant Leases or other Person about Com-Net or the Ground Leases, the Easements, the Tenant Leases or any other aspects of the Property;
(e) cause all Contracts to which Com-Net is a party or by which the Property is bound to have been performed to the extent required to be performed as of the Closing Date in full;
(f) cause all employees of Com-Net to be terminated effective as of the Closing Date and pay any and all unpaid amounts, commitments or obligations due, owing or payable to such employees (whether pursuant to or arising from any Contract or Legal Requirement or in any other manner), including without limitation all wages, commissions and other compensation, earned bonuses, severance pay, accrued and unpaid vacation time, sick leave, accrued and unpaid benefits and disability payments and shall, effective as of the Closing, cause all officers and directors of Com-Net to resign from all such positions with Com-Net;
(g) cooperate with Subsidiary and Parent with respect to all filings, permits or consents that Subsidiary elects to make or obtain or is required by Legal Requirements or other Persons to make or obtain in connection with the Contemplated Transactions (including without limitation, any filing under the HSR Act);
(h) promptly notify Subsidiary in writing if either Member or Com-Net becomes aware of any fact or condition that causes or constitutes a Breach of the Members' or Com-Net's representations and warranties as of the date of this Agreement, or if either Member or Com-Net becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a Breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such replacements then it shall be lawful for fact or condition; provided, -------- however, that should any such fact or condition require any change in the Landlord ------- Disclosure Letter if the Disclosure Letter were dated the date of the occurrence or discovery of any such fact or condition, the Members and Com-Net will promptly deliver to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant Subsidiary a supplement to the Landlord and be forthwith recoverable by action Disclosure Letter specifying such debt shall include the Landlord’s surveyor’s or architect’s feeschange;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect promptly notify Subsidiary of the Demised Premises for which occurrence of any Breach of any covenant of either Member in this Agreement or of the Tenant is liable and occurrence of which written notice shall be given to any event that may make the Tenant satisfaction of the conditions in Article VII impossible or left at the Demised Premisesunlikely;
(j) Upon reasonable notice close all of Com-Net's bank accounts, terminate the authority of all signatories with respect to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wiresof Com-Net's bank accounts, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage effective as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the TenantClosing Date, and transfer the Landlord shall consult the Tenant before funds contained therein to such works are implementedbank account as Parent may identify;
(k) To keep clean the Demised Premises accept an assignment and be responsible for the locking and securing transfer of the doors Ground Leases, Tenant Leases, Easements and windows of the Demised Premises at Towers (and all times;Appurtenant Property, Intangible Personal Property, Permits, Improvements and Real Property related thereto) from Com-Net Construction; and
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord deliver to Subsidiary reviewed balance sheets of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents Com-Net for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixturesmonth period ended March 31, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia1999, the Tenant’s goods related reviewed statements of income, changes in stockholders' equity, and propertycash flows for such period prepared by Xxxxxxxxx, the Landlord’s Fixtures and FittingsChilders & Xxxxxxxx, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesPLC.
Appears in 1 contract
AFFIRMATIVE COVENANTS. The Tenant hereby covenants Between the date of this Agreement and the Closing, each of the Sellers will, with respect to each of the Landlord as follows:-Systems and each of the Purchased Assets:
(a) To punctually pay the Rent reserved, the Deposit, and perform all other sums payable of its obligations under this Agreement and/or in respect all of the Demised Premises Systems Franchises, Systems Licenses and Systems Contracts without material breach or default and in the manner aforesaidcompliance with all material Legal Requirements;
(b) To pay as maintain or cause to be maintained (i) the Purchased Assets in good condition and when required by the Landlord an additional sum over repair, ordinary wear and above the Rent hereby reserved tear excepted, and (ii) in full force and effect all existing policies of insurance with respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over Purchased Assets and above the amount levied and imposed at the commencement operation of the Tenancy hereby grantedSystems, in such additional sum shall be a sum proportionate amounts and with respect to what the floor area such risks as are customarily maintained by operators of cable television systems of the Demised Premises together with size and in the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area geographic location of the Building;Systems; -
(c) To pay all charges for electricitymaintain or cause to be maintained its books, waterrecords and accounts with respect to the Purchased Assets and the operation of the Systems in the usual, telephone, sewerage regular and any other services supplied to or consumed separately ordinary manner on the Demised Premises and to enter into separate contracts a basis consistent with the relevant authorities or corporation for the provision of these servicespast practices;
(di) At give or cause to be given to the expiration Buyer, and its counsel, accountants and other representatives, reasonable access during normal business hours to the Systems, the Owned Property, the Leased Property, the Purchased Assets, its Books and Records (to the extent relating to the Purchased Assets or sooner determination the Systems) and the Systems' personnel; (ii) furnish or cause to be furnished to the Buyer and such representatives all such additional documents, financial information and other information as the other from time to time reasonably may request; and (iii) instruct its employees and agents to cooperate with the Buyer in its investigation; provided that no investigation will affect or limit the scope of this Agreement, to peaceably surrender and yield up unto the Landlord the whole any of the Demised Premises representations and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1warranties;
(e) To place within 10 Business Days after provision by the Buyer of all debrisnecessary documentation required from it to allow the Sellers to file FCC Forms 394 with respect to the Systems Franchises, wastesfile all such FCC Forms 394 and in any event, disposable itemsuse its commercially reasonable efforts to obtain in writing as promptly as possible the Required Consents and any other consents, garbage required for the transfer of any Purchased Asset and rubbish securely wrapped any other authorization or approval required to be obtained by the Sellers in waterproof bags connection with the transactions contemplated hereunder (and will deliver to the Buyer copies of any such Required Consents, authorizations or approvals as it obtains, in each case in form and substance reasonably satisfactory to the receptacles designated thereforBuyer; provided, however, that the Sellers will afford the Buyer the opportunity to review and approve the form of any Required Consent prior to delivery to the party whose consent is sought and the Sellers will not accept or agree or accede to any modifications or amendments to, or any conditions to the transfer of, any of the Systems Franchises, Systems Licenses, Systems Contracts or Real Property Interests of the Systems that are not approved in writing by the Buyer. The Sellers agree, upon reasonable prior notice, to allow representatives of the Buyer to attend meetings and hearings before applicable Governmental Authorities in connection with the transfer of any Systems License or Systems Franchise;
(f) To keep give or cause to be given to the interior Buyer, and its counsel, accountants and other representatives, as soon as reasonably possible but in any event prior to the date of submission to the appropriate Governmental Authority, copies of all FCC Forms 1200, 1205, 1210, 1215, 1220 and 1240 or any other FCC Forms required under the regulations of the Demised Premises including FCC promulgated under the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging Cable Act that are prepared with respect to the Demised Premises Systems; and before such Forms are filed, the water closets lavatories and conveniences of which the Tenant has the exclusive use parties will consult in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond faith concerning the Tenant’s control excepted save in the case contents of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofsuch forms;
(g) To use give, or cause to be given to the Demised Premises for Buyer, and its counsel, (i) a copy of all copyright returns to be filed by any Seller in connection with the purpose Systems at least 10 days prior to filing such copyright returns (and consult with the Buyer in relation thereto) and (ii) a copy of an administrative office but not limited all notifications received with respect to administration, computer, data and communication centerSubscriber complaints;
(h) To permit give, or cause to be given to the Landlord Buyer, and its agents counsel all correspondence from television broadcast stations with respect to must carry and retransmission consents or without workmen obligations and consult in advance with the Buyer or without appliances at all reasonable times and upon reasonable notice to enter upon cause the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary Buyer to be made consulted in advance in respect of all correspondence to comply television broadcast stations with the Tenant’s covenants respect to repair herein contained and require the Tenant forthwith to execute such repairs consents or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s feesobligations;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect maintain inventory sufficient for the operation of the Demised Premises Systems in the ordinary course of business for which the Tenant is liable and a period of which written notice shall be given to the Tenant or left at the Demised Premisesleast 30 days;
(j) Upon reasonable notice to permit promptly notify the Landlord its agents with Buyer of any circumstance, event or without workmen and others to lay and fix in and lead through action (i) which, if known at the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require date of this Agreement would have been required to be laid and fixed disclosed in and lead through or pursuant to this Agreement, or (ii) the Demised Premises and for the general purposes existence, occurrence or taking of repairing removing and replacing all or which would result in any of its representations or warranties in this Agreement (without any qualification as to materiality or Material Adverse Effect) not being true and correct in all material respects when made or at Closing (unless and to the extent that any such wiresrepresentation or warranty speaks specifically as of an earlier date, cablesin which case, ducts and pipes unless if at such works may severely disrupt earlier date), and, with respect to clause (ii), use its commercially reasonable efforts to remedy the operation of the Tenant, the Landlord shall consult the Tenant before such works are implementedsame;
(k) To keep clean renew or extend the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion Program Affiliation Agreement with Home Team Sports Limited Partnership dated April 1, 1997 on such terms that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in Systems shall continue to be entitled to provide the principle activities Home Team Sports Channel to their Subscribers for the period between December 31, 1999 (the current expiration of such agreement) and the Tenant’s business;
Closing Date, (ii) the alteration agreement will, effective as of the name Closing Date, cease and terminate without any further liability or obligation on the part of the business of the Tenantany party thereto and (iii) are otherwise reasonably acceptable to Buyer;
(1) (i) use commercially reasonable efforts to ensure that on or prior to the Closing Date, the Southern Management Litigation will have been resolved by a binding settlement between the parties thereto (on terms reasonably satisfactory to the Buyer) or a nonappealable, final order of a court of competent jurisdiction which (A) terminates any and all claims of both parties thereto against each other, (B) allows for the provision of services by Telcom Plus, its assigns and successors to the Southern Management Buildings pursuant to the terms and conditions of the Southern Management Agreement, and (C) enjoins Southern Management from removing Telcom Plus' rooftop facilities from the Middletowne apartments serviced pursuant to the Southern Management Agreement, (ii) take such actions as are necessary so that on the Closing Date, Sellers will not be in breach of any agreements existing between Southern Management and Telcom Plus as of such date and (iii) use commercially reasonable efforts to obtain consent of RMTS and Southern Management to assign all rights and liabilities under the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage Southern Management Agreement with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord provision of cable service, to Buyer, and shall keep with respect to the Landlord notified in provision of telephony service, to RMTS and to enter into such arrangements conditional upon the event of cancellation or modification Closing and renewal of otherwise on terms and conditions reasonably satisfactory to the said policies of insurance. Provided always where necessaryBuyer, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all times.and
Appears in 1 contract
Samples: Asset Purchase Agreement (Onepoint Communications Corp /De)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with So long as Purchaser holds Securities representing at least 50% of the Landlord as follows:-shares of Common Stock purchased by the Purchaser on the date of this Agreement or the put price payable pursuant to Section 7.14 hereof remains unpaid in fall in cash, the Company shall, and shall cause each of its Subsidiaries to:
(a) To punctually pay cause to be done all things necessary to maintain, preserve and renew all material Licenses, authorizations and permits necessary to the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or in respect conduct of the Demised Premises in the manner aforesaidits business;
(b) To pay as maintain and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof keep its properties in good and substantial repair, working order and condition in all respects (having regard to their condition at the commencement of this Agreement) condition, and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to make all necessary repairs, renewals and replacements, so that its businesses may be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises properly conducted at all times;
(lc) To alter any window pay and discharge when payable all taxes, assessments and governmental charges imposed upon its properties or upon the income or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon other displays than taxes, assessments or merchandise immediately upon notice charges the Company is contesting in good faith) and all claims for labor, materials or supplies to the extent to which the failure to pay or discharge such obligations would reasonably be expected to have a Material Adverse Effect, unless and to the extent that the same are being contested in good faith and by the Landlord of appropriate proceedings and adequate reserves (as determined in accordance with GAAP, consistently applied) have been established on its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Buildingbooks with respect thereto;
(md) To obtain comply with all other material obligations which it incurs pursuant to any contract or agreement as such obligations become due to the extent to which the failure to so comply would reasonably be expected to have a Material Adverse Effect, unless and maintain at to the Tenant’s own expense all licencesextent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP, permits, registration, approvals and other consents for the conduct of the permitted businessconsistently applied) have been established on its books with respect thereto;
(ne) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directionsapplicable laws, rules and regulations laid down by of all governmental authorities, the Landlord from time violation of which would reasonably be expected to time;have a Material Adverse Effect; and
(aaf) To take all reasonable precautions to keep the Demised Premises or any part thereof free maintain proper books of termites, rats, mice, cockroaches or any other pests or vermin record and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully account which fairly present in the Demised Premises. The Tenant shall submit copies all material respects its financial condition and results of the aforesaid insurance policies to the Landlord operations and shall keep the Landlord notified make provisions on its financial statements for all such proper reserves as in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessaryeach case are required in accordance with GAAP, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesconsistently applied.
Appears in 1 contract
Samples: Securities Purchase Agreement (Crown Media Holdings Inc)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord So long as follows:-
(a) To punctually pay the Rent reservedany Preferred Stock remains outstanding, the DepositCompany shall, and all other sums payable under this Agreement and/or in respect shall cause each Subsidiary to (unless waived by the holders of a majority of the Demised Premises in the manner aforesaid;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;Preferred Stock):
(i) Forthwith at all times cause to repair be done all things necessary to maintain, preserve and amend in a proper renew its corporate existence and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable all material licenses, authorizations and of which written notice shall be given permits necessary to the Tenant or left at the Demised Premisesconduct of its businesses;
(jii) Upon reasonable notice to permit the Landlord maintain and keep its agents with or without workmen properties in good repair, working order and others to lay condition, and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to make all necessary and desirable repairs, renewals and replacements, so that its businesses may be laid properly and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises advantageously conducted at all times;
(liii) To alter any window pay and discharge when payable all taxes, assessments and governmental charges imposed upon its properties or other displays upon the income or merchandise immediately profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon) and all claims for labor, materials or supplies to the extent to which the failure to pay or discharge such obligations would reasonably be expected to have a material adverse effect upon notice by the Landlord of its reasonable opinion that such displays financial condition, operating results, assets, operations or merchandise will impair the name, reputation or standing business prospects of the BuildingCompany and its Subsidiaries taken as a whole, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with generally accepted accounting principles, consistently applied) have been established on its books with respect thereto;
(miv) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all other material obligations which it incurs pursuant to any contract or agreement, whether oral or written, express or implied, as such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for obligations become due unless and to indemnify the extent that the same are being contested in good faith and save harmless the Landlord against by appropriate proceedings and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord adequate reserves (as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be determined in accordance with the covenants of the Tenant herein this Agreement contained and generally accepted accounting principles, consistently applied) have been established on its books with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the soonerrespect thereto;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directionsapplicable laws, rules and regulations laid down by of all governmental authorities, the Landlord from time violation of which would reasonably be expected to timehave a material adverse effect upon the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole;
(aavi) To take all reasonable precautions to keep the Demised Premises or any part thereof free apply for and continue in force with good and responsible insurance companies adequate insurance covering risks of termites, rats, mice, cockroaches or any other pests or vermin such types and animals. The Landlord may require the Tenant to employ at the Tenant’s cost in such pest extermination contractors amounts as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice are customary for corporations of similar size engaged in writing in one or more similar lines of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(iivii) the alteration maintain proper books of the name record and account which fairly present its financial condition and results of the business of the Tenant;operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with generally accepted accounting principles, consistently applied; and
(iiiviii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take enter into and maintain sufficient nondisclosure and adequate insurance coverage noncompete agreements with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present its key employees in the Demised Premises. The Tenant shall submit copies form approved by the board of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesdirectors.
Appears in 1 contract
Samples: Purchase Agreement (Centennial Communications Corp)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord as follows:-
(a) To punctually pay Borrowers, as applicable, will use the Rent reserved, proceeds of the Deposit, Loans only for valid business purposes and all other sums payable under for the purposes set forth in this Agreement and/or in and will furnish to Bank such evidence as Bank may reasonably request with respect of the Demised Premises in the manner aforesaidto such use;
(b) To pay Borrowers will maintain, or cause to be maintained (1) public liability, fire, and extended coverage insurance on all assets owned by it or used by it in its business, all in such form and amounts as are reasonably satisfactory to Bank, (2) all workmen's compensation or similar insurance as may be required under Laws applicable to Borrower, and when (3) business interruption insurance as may be required by the Landlord an additional sum over and above the Rent hereby reserved in respect Bank. Borrower will furnish Bank such evidence of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which insurance as Bank may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingreasonably require;
(c) To Borrowers will cause to be paid when due all taxes, assessments, charges, and levies imposed upon them or any of their properties which they are required to pay over, except when contested in good faith by appropriate proceeding with adequate reserves therefor having been set aside on its books and segregated where required by GAAP; provided, that Borrowers shall either pay or cause to be paid forthwith all taxes, assessments, levies, and charges for electricity, water, telephone, sewerage and whenever foreclosure of any lien that attaches (or other services supplied to security therefor) appears threatened or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these serviceshave such encumbrances "bonded off";
(d) At Borrowers will take all necessary steps to preserve its corporate existence, rights, contracts, franchises, and tradenames necessary or desirable in the expiration or sooner determination conduct of this AgreementBorrowers' business, and comply with all present and future Laws, including Environmental Laws, applicable to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) Borrowers and with all keys complete. If the Tenant shall fail material agreements to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1which or by which any of Borrowers' property is bound;
(e) To place all debrisBorrowers will give immediate notice to Bank of (1) any litigation or proceedings in which either one of them is a party if an adverse decision therein would require it to pay money or deliver assets in an aggregate amount or value in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) (regardless of whether or not the claim is considered to be covered by insurance); (2) the institution of any other suit or proceeding involving Borrowers that might materially and adversely affect their operations, wastesfinancial condition, disposable itemsproperty, garbage and rubbish securely wrapped in waterproof bags in or business; or (3) the receptacles designated thereforoccurrence of any casualty which might have a material adverse effect on the businesses of Borrowers;
(f) To keep Borrowers will pay when due, or within the interior of applicable grace period, all Indebtedness due third parties, except when the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use amount, applicability, or validity thereof is being contested in good faith by appropriate proceedings and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofwith adequate reserves therefor being set aside on its books;
(g) To use Borrowers will (1) maintain its Inventory, supplies, Equipment, real property, and other properties, including the Demised Premises for Properties, in good condition and repair (normal wear and tear excepted), (2) pay and discharge or cause to be paid and discharged when due the purpose cost of an administrative office but repairs to or maintenance of the same, (3) pay or cause to be paid all rental, lease, or mortgage payments due with respect to same, (4) maintain and keep any of their tangible personal property at their principal places of business or at one of the locations set forth on Schedule 6-1(h), and (5) not limited change their principal places of business or the location of any Collateral in such a manner as to administration, computer, data and communication centercause Bank's first priority perfected lien on such Collateral to be lost or jeopardized;
(h) To permit the Landlord Borrowers, as applicable, shall endorse without limitation, or otherwise properly assign to Bank, all negotiable Instruments and its agents other Chattel Paper received by it in connection with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories any payment on account of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions any item of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s feesCollateral;
(i) Forthwith Borrowers will furnish to repair Bank, and amend deliver to Bank within one hundred twenty (120) days from the closing date thereof, Borrowers consolidated fiscal year-end audited financial statements (including without limitation, its balance sheet, income statement, statement of cash flows, and accountant's comments), fiscal year end audit management letter and Borrowers consolidating year-end company prepared financial statements (including, without limitation, its balance sheet and income statement) and otherwise in a proper form and workmanlike manner any defects content acceptable to Bank (all such statements to be prepared in accordance with GAAP) and, with respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at audited financial statements, certified by a certified public accountant acceptable to Bank simultaneously with the Demised Premisesdelivery to Bank of each fiscal-year end audited financial statement;
(j) Upon reasonable notice Borrowers will furnish to permit Bank, within forty-five (45) days of the Landlord end of each fiscal quarter, its agents then current internally prepared consolidated and consolidating financial statements for each fiscal quarter and year-to-date, signed by an officer of Borrowers as applicable certifying the accuracy of such statement, all in such form as is reasonably satisfactory to Bank. In connection with the financial statements delivered pursuant to subsection 7.1(i) and this subsection 7.1(j), Borrowers must furnish to Bank, a Compliance Certificate in form and content acceptable to Bank executed by an officer of the Borrowers, which Certificate includes Borrower's computation of all restrictive and other covenants contained in this Agreement and list of all contingent liabilities; provided, Borrowers shall be required to disclose only the contingent or without workmen and others to lay and fix in and lead through threatened liabilities arising from claims, causes of action or litigation against any of the Demised Premises all Borrowers' under which such wiresof the Borrowers' exposure may exceed $500,000.00, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require with such disclosure to be laid and fixed made in and lead through connection with delivery of the Demised Premises and for financial statement which is due immediately after the general purposes first to occur of repairing removing and replacing all the following: (i) Borrowers, in good faith, believe such claim, action or litigation will be prosecuted; or (ii) the filing of such claim, cause of action or litigation against any of the Borrowers by the claimant with the court, tribunal or agency having jurisdiction over such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implementedmatter;
(k) To keep clean the Demised Premises and be responsible for the locking and securing Borrowers will furnish to Bank within fifteen (15) days of the doors end of each month a then current Monthly Borrowing Base Certificate executed by an officer of Borrower, along with an aged Accounts Receivable Report and windows summary reports on Inventory. Borrowers further must furnish to Bank on a weekly basis then current Collateral Certificates executed by an officer or corporate controller of Borrowers. Borrowers shall submit to Bank accounts payable reports upon the Demised Premises at all timesrequest of Bank. All such information must be in form and content acceptable to Bank;
(l) To alter As and when requested by Bank which will not be more often than twice in any window or other displays or merchandise immediately upon notice one year, Borrowers will provide to Bank (1) a certificate signed by an officer of the Borrowers that summarizes the property, casualty and liability insurance policies carried by the Landlord Borrowers and that certifies that Bank is loss payee of its reasonable opinion that all property and casualty insurance policies (such displays certificate to be in form and content acceptable to Bank), and (2) written notification of any cancellation or merchandise will impair the name, reputation any material change of such insurance by Borrowers within five (5) Business Days after receipt of any such notice (whether formal or standing informal) of the Buildingsuch cancellation or change by any of their insurers;
(m) To obtain Borrowers will operate their businesses in full compliance with all applicable federal, state, and maintain at local Laws, including specifically without limitation the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted businessFair Labor Standards Act;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made Borrowers will notify Bank immediately upon receipt by the Landlord or its duly authorised agents for the proper management any of the Building Borrowers of oral or written notice that any of Borrowers' customers contests the amount, validity, or due date of any of Borrowers' Accounts, Contracts, Chattel Paper, or Contract Rights, which disputed amount exceeds Two Hundred Thousand and notified by the Landlord or its duly authorised agent to the TenantNo/100 Dollars ($200,000.00);
(o) To cause all the employeesBorrowers, agents on a consolidated basis, must maintain a Leverage Ratio of less than or equal to 3.00 to 1.00, with such Leverage Ratio to be computed and invitees tested as of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management end of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employeeseach fiscal quarter;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force Borrowers will maintain executive personnel and any orders rules regulations or notice made thereundermanagement reasonably satisfactory to Bank;
(q) To comply with Borrowers will notify Bank immediately if it becomes aware of the provisions for occurrence of any Event of Default or Default Condition, or the health, safety and welfare failure of persons employed Borrowers to work in the Demised Premises laid down by observe any law and any regulations thereunder for the time being in forceof its undertakings hereunder;
(r) To be responsible Borrowers, on a consolidated basis, must achieve a Debt Service Ratio greater than or equal to 1.00 to 1.00 (i) for each period of time commencing on January 1 and to indemnify ending on the next successive June 30; and save harmless (ii) for each fiscal year during the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part term of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,including any renewal terms.
(s) At Subject to the limitation on costs to Borrowers as set forth in Section 8.5 below, Borrower will permit any time during the three (3) calendar months immediately preceding the determination representative or agent of Bank to examine and audit any of the Term to permit intending tenants Borrowers' books and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premisesrecords when reasonably requested by Bank;
(t) At the expiration or earlier determination The operation of the term hereby created Properties do not and will not violate any Environmental Laws and Borrowers will not use or permit any other party to yield up use any Materials of Environmental Concern on the Demised Premises Properties except such materials as are incidental to Borrowers' normal course of business, maintenance and repairs and do not violate any Environmental Laws. Borrowers agrees to permit Bank, its agents, contractors and employees, to enter and inspect the Properties at any reasonable time for the purpose of conducting Environmental Investigation Audit (including physical samples) to insure that Borrowers are complying with this covenant. Borrowers shall provide Bank, its agents, contractors, employees and representatives, with access to and copies of all fixturesdata and documents relating to or dealing with any Materials of Environmental Concern used, fittingsgenerated, fastenings manufactured or appertaining thereto in stored or disposed of on, under or about the Properties within five (5) business days of request for such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possibleinformation by Bank;
(u) To redecorate Borrowers shall immediately advise Bank in writing of (i) any and all enforcement, cleanup, remedial, removal or other government or regulatory actions instituted, completed or threatened pursuant to repaint with at least two any Environmental Laws relating to Materials of Environmental Concern affecting the Properties; and (2ii) coats of good quality emulsion paint all those parts claims made or threatened by and any third parties against any of the Demised Premises as may be emulsion painted Borrowers relating to damages, contribution, cost, recovery compensation, loss or painted as injury resulting from Materials of Environmental Concern. Borrowers shall immediately notify Bank of any remedial action taken by Borrowers with respect to the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the soonerProperties;
(v) To employ competent personsBorrowers shall jointly and severally indemnify, a reliable firm defend and hold Bank and its successors and assigns harmless from and against any and all claims, demands, suits, losses, damages, assessments, fines, penalties, costs or company acceptable other expenses (including attorney's fees and court costs) arising from or in any way related to actual or threatened damage to the Landlord environmental, agency cost or investigation, personal injury or death or property damage due to regularly clean the Demised Premises including release or alleged release of Materials of Environmental Concern on or about the maintenance Properties or in the surface or ground water located on or under the Properties or gaseous emissions from the Properties or any other condition existing on the Properties resulting from the use or existence of Materials of Environmental Concern, whether such claim proves to be true or false or further agrees that its indemnity obligation shall include, but not be limited to, liability for damages resulting from personal injury or death of an employee of any of the flooringBorrowers regardless of whether Borrowers have paid the employee under Workers' Compensation Laws or any other state or other similar federal or state legislation for the protection of employees. Borrowers' obligation under this Section 7.1(v) shall survive the repayment of the Loans and any deed in lieu of foreclosure of any of the mortgages securing the Loans;
(w) To Borrowers will continue to engage in business of the same general type as now conducted by Borrowers and preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Termnormal course of Borrowers business;
(x) To pay for Borrowers acknowledge that the cost of replacing fluorescent tubesLoans shall be cross-collateralized and cross-defaulted, electricity light bulbs and small light component fittings in Borrowers agree to execute any documents required by Bank, before, on or after the Demised PremisesClosing Date, to effectuate this cross-collateralization and cross-default;
(y) To pay such deposits Star Fibers is and parking fees from time will remain a special purpose wholly owned subsidiary of MCF and its only business shall consist of owning, and leasing to time imposed by MCF, the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;Star Fibers Property; and
(z) To employBorrowers, on a consolidated basis, must achieve and maintain a consolidated Tangible Net Worth equal to a minimum of $24,240,000 at its own cost, its own cleaning contractor from the Landlord’s panel fiscal year 1996 which Tangible Net Worth must increase by a minimum of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;$3,000,000 for each fiscal year thereafter.
(aa) To take all reasonable precautions Borrowers, on a consolidated basis, must maintain a Funded Debt Ratio of less than or equal to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant 3.00 to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
1.00 (i) the alteration or change in the principle activities of the Tenant’s business;
for fiscal year 1997; and (ii) for each twelve (12) month period ending on the alteration closing date of each of Borrowers' fiscal quarters commencing with the name first fiscal quarter of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesfiscal year 1998.
Appears in 1 contract
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Each Debtor shall do the Landlord as follows:-following:
(a) To punctually Promptly pay all indebtedness and perform all obligations under the Rent reserved, the Deposit, Finance Documents in accordance with their respective terms and promptly pay all other sums payable under this Agreement and/or indebtedness and perform all other obligations in respect of the Demised Premises in the manner aforesaidaccordance with normal terms;
(b) To pay as Keep true books, records, and when required by the Landlord an additional sum over accounts that fairly, accurately, and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied completely reflect all dealings and imposed upon or in respect of or attributed transactions relating to the Demised Premises over Collateral and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears Debtor's business and activities; record all financial transactions in a manner that is sufficient to prepare its financial statements pursuant to the total floor area accrual method of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to accounting in accordance with GAAP; permit Secured Party or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances representatives, at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination normal business hours on 24 hours' advance written notice, to copy, examine, and make extracts from all of the Term Debtor's records; and compile, prepare, and furnish to permit intending tenants Secured Party, on request and others with authority from in form and content acceptable to Secured Party, all data, reports, schedules, information, and certificates concerning the Landlord or its duly authorised agents at all reasonable times Collateral (including a schedule itemizing changes in the composition of Inventory), the financial condition and operating results of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixturesDebtor, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord matters as Secured Party may reasonably request from time to time;
(aac) To take Keep all reasonable precautions the Collateral located at the Debtor's addresses listed on Schedule "A" to keep this Agreement (except for Inventory held by customers on a trial, rental, consignment, or demonstration basis and except for Inventory in transit to customers in the Demised Premises ordinary course of business); use the Collateral only in the usual and ordinary course of the Debtor's business; and permit Secured Party and its agents and representatives to examine and inspect the Collateral wherever it is located, at any time during normal business hours on 24 hours' advance written notice;
(d) Keep all Equipment in good repair, condition, and working order (ordinary wear and use excepted); prevent any waste or destruction of the Collateral or any part thereof free of termites, rats, mice, cockroaches it; and defend the Collateral against the claims and demands of all persons at any time claiming the Collateral or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may directinterest in it, except for any Lien expressly allowed in writing by Secured Party;
(bbe) To notify Maintain at all times, with reputable and financially sound insurance companies: (i) adequate casualty insurance on the Landlord Collateral; (ii) comprehensive general liability insurance that provides adequate coverage for bodily injury, property damage, and advertising and contractual liabilities; and (iii) insurance coverage against other business risks, in each case in at least such amounts and against such risks (and with such risk retention) as are usually and prudently insured against by notice companies of established repute engaged in writing the same or a similar business;
(f) Conduct and maintain its affairs and business according to their usual and ordinary course; sustain and preserve in one or more all material respects the Collateral and the Debtor's employees and advantageous business relationships; maintain and preserve in full force and effect at all times its business rights, permits, licenses, franchises, and trade names; maintain itself at all times as a corporation incorporated and existing in good standing under the laws of the following events:-state of its incorporation; and comply with all laws applicable to the Collateral and to the Debtor's business and properties;
(g) Promptly pay all filing, recording, and certification fees and charges and other direct costs incurred by Secured Party (including attorneys' fees) to perfect the security interests created by this Agreement, whether incurred before or after the date of this Agreement; promptly pay when due all taxes and assessments on the Collateral for its use or operation, or on the proceeds from its sale, lease, or rental, or on any of the Finance Documents; and promptly pay or reimburse Secured Party on demand for all costs reasonably incurred by Secured Party after the date of this Agreement in connection with (i) obtaining, perfecting, and enforcing the Finance Documents and the security interests created by this Agreement; (ii) collecting the Liabilities; (iii) preserving the Collateral; (iv) paying taxes, assessments, insurance premiums, and indebtedness secured by a Lien on the Collateral; and (v) repossessing, taking, removing, storing, repairing, altering, renovating, registering, and selling any of the Collateral and any property to which the Collateral is affixed or attached;
(h) If Secured Party so requests, present to any or every issuer of any "certificated securities," as defined in the Uniform Commercial Code in effect for the State of Florida comprising the Collateral an instruction to register the transfer to Secured Party of the security interest in those securities pursuant to this Agreement; and
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect Notify Secured Party of any injuries caused to any employees, visitors event that would constitute a breach of or invitees or persons lawfully present in default under the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesFinance Documents.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sailtech International Inc)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord as follows:-
(a) To punctually pay The Joint Venture and Harriscope shall carry on their respective businesses and the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or in respect business of the Demised Premises Station substantially in the same manner aforesaidas heretofore conducted;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum The Tangible Personal Property shall be maintained in a sum proportionate suitable condition and in sufficient working order for the purposes for which they are used and currently intended to what the floor area of the Demised Premises together be used, consistent with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingpast practices;
(c) To pay all charges for electricity, water, telephone, sewerage The Joint Venture and Harriscope shall take such action as reasonably necessary to contest any challenge to any Permit or License and any other services supplied efforts at the FCC which would adversely affect the broadcast license of the Station (it being agreed that actions relating directly to or consumed separately on the Demised Premises and consummation of the transactions contemplated by this Agreement are not intended to enter into separate contracts with the relevant authorities or corporation for the provision of these servicesbe covered by this subsection, but rather are covered by Section 6.1 hereof);
(d) At The Joint Venture and Harriscope shall maintain in full force and effect existing insurance coverage on the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1Assets;
(e) To place The Station shall be operated in conformity with the Permits and the Licenses, with the Communications Act of 1934, as amended, with the rules and regulations of the FCC and with those rules and regulations of any other Governmental Authority with jurisdiction over the Joint Venture, Harriscope or the Station. The Permits and Licenses for the Station shall at all debristimes remain in full force and effect, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated thereforJoint Venture and Harriscope shall take all actions necessary to maintain them as such;
(f) To keep The Joint Venture shall remove, or pay the interior cost of the Demised Premises including cost of removing, the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property cause of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fireany violation, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act breach or default of the Tenant) Permits or Licenses, the Communications Act of 1934, as amended, and the rules and regulations of the FCC and of any other Governmental Authority which occurs prior to the reasonable satisfaction Closing Date, including the payment of any fines that may be asserted for any such violation (other than those being contested diligently and in good faith; provided that the Sellers shall be obligated to remove or pay only 74.5% of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claimscost of removing such violation, actions and legal proceedings whatsoever made breach or default upon the Landlord by any person in respect thereofa final determination of liability post-Closing);
(g) To use The Joint Venture and Harriscope shall not change the Demised Premises for call letters or channel position of the purpose Station or change the channel position of an administrative office but not limited to administration, computer, data and communication centerthe Station on any cable system;
(h) To permit The Joint Venture and Harriscope shall not accelerate, discount, sell or assign any accounts receivable or substantially alter its policies regarding the Landlord and its agents with cash or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories credit sales of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice advertising time except in writing specifying any repairs or work necessary to be made to comply accordance with the Tenant’s covenants to repair herein contained Station's previous policies and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s feespractices;
(i) Forthwith The Sellers shall cause the Joint Venture and Harriscope to repair furnish to Buyer as soon as available, and amend in a proper and workmanlike manner any defects in respect event within 40 days following the end of each month commencing with September, 1995, unaudited balance sheets of the Demised Premises Joint Venture and Harriscope as of such month (in the case of the Joint Venture) or quarter (in the case of Harriscope) together with the related statements of income or operations, cash flows and changes in capital accounts or stockholders' equity, for the month (in the case of the Joint Venture) or quarter (in the case of Harriscope) and the fiscal year to date then ended, which financial statements will be prepared from the Tenant is liable books and records of which written notice shall be given to the Tenant or left at the Demised PremisesJoint Venture and Harriscope in accordance with past practices, generally accepted accounting principles consistently applied;
(j) Upon reasonable notice The Joint Venture and Harriscope shall promptly provide or make available to permit Buyer copies of all correspondence, applications, returns, reports and statements filed with the Landlord its agents FCC or placed in the Station's public file in connection with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implementedStation;
(k) To keep clean The Joint Venture and Harriscope shall, consistent with the Demised Premises and be responsible for the locking and securing needs of the doors Station, maintain in all material respects film usage schedules and windows amortization schedules consistent with past practice, and shall pay all obligations and liabilities that are due and payable under the Specified Contracts, the Personal Property Leases and the Real Property Leases in a timely manner. If reasonably requested by Buyer, the Sellers shall provide evidence reasonably satisfactory to Buyer of the Demised Premises at all timespayment of such obligations and liabilities;
(l) To alter any window or other displays or merchandise immediately upon notice by Except for the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing members of the Buildingmanagement board of the Joint Venture, no Seller nor Harriscope shall require or cause the full-time employees of the Joint Venture or Harriscope to perform duties that are not directly related to the business and operations of the Station;
(m) To obtain Each Seller shall preserve its existence and maintain at shall take all corporate or joint venture action required under the Tenant’s own expense all licences, permits, registration, approvals and other consents for laws of any state having jurisdiction over the conduct of Joint Venture or Harriscope to effectuate the permitted businesstransactions contemplated by this Agreement;
(n) Except for maintenance, acts of "force majeure" and past practice in compliance with applicable law, the Joint Venture shall continuously operate the Station at not less than 80% of its authorized power. To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management extent that any of the Building and notified by Sellers becomes aware of such event, such Seller shall promptly notify Buyer in writing if the Landlord or Station broadcasts at less than its duly authorised agent to the Tenant;authorized power for more than thirty (30) consecutive minutes; and
(o) To Sellers shall use their reasonable best efforts to cause all the employeesJoint Venture and Harriscope to have its financial statements for the year ending December 31, agents and invitees 1995 prepared on or before February 15, 1996 (which statements, in the case of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any OrdinanceJoint Venture, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesaudited).
Appears in 1 contract
Samples: Agreement to Purchase NST Venture Interest and Capital Stock (Telemundo Group Inc)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord as follows:-BAFC shall:
(a) To punctually pay provide the Rent reservedAdministrative Agent all information that the Administrative Agent may reasonably request in writing concerning the business of BAFC within a reasonable period of time considering the nature of the request; provided that with respect to any information relating to an annual audited report, the Deposit, same may be delivered within one hundred and all other sums payable under this Agreement and/or in respect twenty (120) calendar days after the end of the Demised Premises in the manner aforesaidBAFC’s fiscal year;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal furnish or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed cause to be furnished to the Demised Premises over Administrative Agent in sufficient number for each Liquidity Bank, copies of all documents and above other notices furnished to BAFC under the amount levied Transaction Documents and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to Letter of Credit Agent under the total floor area Letter of the BuildingCredit Reimbursement Agreement;
(c) To pay execute and deliver to the Administrative Agent and the Liquidity Banks all charges for electricitysuch documents and instruments and do all such other acts and things as may be necessary or reasonably required by the Administrative Agent to enable the Collateral Agent or the Administrative Agent to exercise and enforce their respective rights under this Agreement, waterthe Letter of Credit Reimbursement Agreement, telephonethe Letter of Credit, sewerage the Guaranty and any other services supplied to or consumed separately on the Demised Premises Security Agreement, and to enter into separate contracts with realize thereon, and record and file and rerecord and refile all such documents and instruments, at such time or times, in such manner and at such place or places, all as may be necessary or required by the relevant authorities or corporation for Administrative Agent to validate, preserve and protect the provision position of these servicesthe Collateral Agent, the Administrative Agent and the Liquidity Banks under this Agreement, the Letter of Credit Reimbursement Agreement, the Letter of Credit, the Guaranty and the Security Agreement;
(d) At take all actions necessary to ensure that all taxes and other governmental claims in respect of BAFC’s operations and assets are promptly paid when due, except where the expiration amount or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part validity thereof is currently being contested in good faith by appropriate proceedings and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable reserves to the Landlord and extent required by GAAP with respect thereto have been provided on the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1books of BAFC;
(e) To place comply in all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in material respects with obligations it assumes under the receptacles designated thereforTransaction Documents;
(f) To keep the interior comply with all Requirements of the Demised Premises including the flooring Law (other than as regards Sanctions, to which Sections 7.01(n) and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire 7.02(m) apply) except where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) failure to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall so comply would not reasonably be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofexpected to have a Material Adverse Effect;
(g) To use the Demised Premises for the purpose benefit of an administrative office but not limited to administrationthe Administrative Agent and the Liquidity Banks, computerand for so long as this Agreement shall be in effect, data perform and communication centercomply with each of its respective agreements, warranties and indemnities contained in this Agreement and the other Transaction Documents;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable give prompt notice to enter upon the Demised Premises and to view the condition thereof and to take inventories Administrative Agent of the Landlord’s fixtures therein and to do structural any material default or external repairs on the Demised Premises event of default by any Obligor under any Loan or to other portions of the Building Loan Documents of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s feesBAFC is aware;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect advise the Administrative Agent of the Demised Premises for which occurrence of each Default, Event of Default or Mandatory CP Wind-Down Event as promptly as practicable after BAFC becomes aware of any such Default, Event of Default or Mandatory CP Wind-Down Event, and shall notify the Tenant is liable Series 2000-1 Rating Agencies of any Mandatory CP Wind-Down Event and of which written notice shall be given to the Tenant or left at the Demised PremisesMandatory Liquidation Event;
(j) Upon reasonable notice beginning with the fiscal year commencing in 2018, furnish to permit the Landlord its agents with or without workmen Series 2000-1 Rating Agencies and others to lay the Administrative Agent in sufficient number for each Liquidity Bank as soon as available, but in any event within one hundred and fix twenty (120) days after the end of each fiscal year of BAFC audited financial statements consisting of the balance sheet of BAFC as of the end of such year and the related statements of income and retained earnings and statements of cash flow for such year, setting forth in and lead through each case in comparative form the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and corresponding figures for the general purposes previous fiscal year, certified by Independent Public Accountants satisfactory to the Administrative Agent to the effect that such financial statements fairly present in all material respects the financial condition and results of repairing removing and replacing all or any operations of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implementedBAFC in accordance with GAAP consistently applied;
(k) To keep clean beginning with the Demised Premises fiscal year commencing in 2019, furnish to the Series 2000-1 Rating Agencies and be responsible the Administrative Agent as soon as available but in any event within sixty (60) days after the end of each of the first three quarters for each fiscal year of BAFC, unaudited financial statements consisting of a balance sheet of BAFC as at the end of such quarter and a statement of income and retained earnings for such quarter, setting forth (in the case of financial statements furnished for calendar quarters subsequent to the first full calendar year of BAFC) in comparative form the corresponding figures for the locking and securing corresponding quarter of the doors preceding fiscal year; and windows BAFC will additionally furnish, or cause to be furnished, to the Administrative Agent together with the financial statements required pursuant to clause (j) and this clause (k) a certificate of a Responsible Officer of BAFC stating that (x) the Demised Premises attached financial statements have been prepared in accordance with GAAP and accurately reflect the financial condition of BAFC and (y) to the best knowledge of such Responsible Officer, no Mandatory CP Wind-Down Event or Mandatory Liquidation Event was continuing at all timesthe end of such quarter or on the date of such statement or, if such Mandatory CP Wind-Down Event or Mandatory Liquidation Event was continuing at the end of such quarter or on the date of such statement, specifying the name and period of existence thereof;
(li) To alter any window or other displays or merchandise immediately upon notice except as otherwise permitted by the Landlord Transaction Documents, preserve, renew and keep in full force and effect its corporate existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its reasonable opinion that such displays or merchandise will impair business, except where the name, reputation or standing of failure to maintain the Buildingsame would not have a Material Adverse Effect;
(m) To obtain on each day after the Liquidity Loans (with accrued interest thereon) have become due and maintain payable (whether at the Tenant’s own expense all licencesstated maturity, permitsby acceleration or otherwise), registration, approvals and other consents for give the conduct notice contemplated by Section 2.06 of the permitted businessSeries 2000-1 Supplement, such notice to specify an amount equal to the lesser of (i) the funds on deposit in the Series 2000-1 Collection Subaccount on such day and (ii) the outstanding amount of the Liquidity Loans (with accrued interest thereon) and all other amounts owing under this Agreement;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord promptly upon a Responsible Officer of BAFC becoming aware that BAFC has received formal notice that it has become subject of any action or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent investigation under any Sanctions, BAFC shall, to the Tenantextent permitted by law, supply to the Administrative Agent details of any such action or investigation;
(o) To cause all promptly upon the employees, agents and invitees request of the Tenant Administrative Agent, BAFC shall provide to conduct themselves so as the Administrative Agent the information reasonably requested, to accord the extent such information is available to BAFC, in connection with the reasonable applicable “know your customer” and anti-money laundering rules and regulations prescribed by regulations, including the Landlord or its duly authorised agent for the proper management of the Building and Patriot Act, in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlordeach case in accordance with BAFC’s employees and or other tenants of the Building and their employees;past practices; and
(p) To comply with all such requirements as may be imposed on an occupier by advise the Administrative Agent of any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work change in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings information provided in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use Beneficial Ownership Certification of the car park space(s) BAFC provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises Administrative Agent or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice Liquidity Bank that would result in writing in one or more of the following events:-
(i) the alteration or a change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified list of beneficial owners identified in the event of cancellation parts (c) or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount (d) of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timescertification.
Appears in 1 contract
Samples: Liquidity Agreement (Bunge LTD)
AFFIRMATIVE COVENANTS. The Tenant hereby So long as any amount remains unpaid hereunder, Maker covenants with the Landlord and agrees as follows:-follows:
(a) To punctually Maker will promptly pay the Rent reservedand discharge when due all federal, the Depositstate and other governmental taxes, assessments, fees and charges imposed upon it, or upon any of its properties or assets, other than such taxes, assessments, fees, and all other sums payable under this Agreement and/or charges as may be challenged in respect of the Demised Premises good faith by Maker or which would not, in the manner aforesaid;aggregate, have a material adverse effect on Maker, Maker’s ability to repay this Note, or Xxxxx’s interest in the Collateral.
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement The primary use of the Tenancy hereby granted, such additional sum proceeds of the loan made hereunder shall be a sum proportionate to what the floor area distribute funds to Parent to satisfy early redemptions of the Demised Premises together with 7-5/8% convertible notes issued by Parent. Maker may also use the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;proceeds hereof for working capital and general corporate purposes.
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made Maker will promptly upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose request of an administrative office but not limited Payee provide to administrationPayee such other reasonable information and/or reasonable reports relating to Maker’s business, computeroperations, data and communication center;
(h) To permit the Landlord and its agents with properties or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage prospects as the Landlord Payee may from time to time reasonable require reasonably request, provided that Maker shall not be required to develop reports or provide information that are not readily available on its current accounting systems, and provided, further, that Maker shall not be laid required to provide such information or reports with respect to JVB Financial Holdings, L.L.C. and fixed its subsidiaries other than on a consolidated basis with Maker’s other businesses and operations.
(d) Maker will maintain its company existence in and lead through its state of organization. Maker will maintain its good standing status in its state of organization except to the Demised Premises and for extent that any failure to maintain such good standing status would not have a material adverse effect on Maker.
(e) Promptly upon the general purposes occurrence thereof, Maker will provide Payee with written notice of repairing removing and replacing all any Event of Default (hereinafter defined), or any act, event, condition or occurrence that upon the giving of such wiresany required notice or the lapse of time, cablesor both, ducts and pipes unless would constitute an Event of Default. In addition, Maker will promptly advise Payee in writing of any condition, act, event or occurrence which comes to Maker’s attention that would materially prejudice Payee’s rights in connection with any Collateral (hereinafter defined) or this Note, including, if such works may severely disrupt the operation of the Tenantapplicable, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing material details of the doors and windows of the Demised Premises at all times;
(l) To alter any window pending or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises threatened litigation or any other part of the Building legal or administrative proceeding or investigation pending or threatened against Maker or any adjacent or neighbouring premises or lien against the Collateral. Additionally, Maker agrees to provide immediate written notice to Payee of any default with respect to any person caused by material obligation for borrowed money, whether now existing or hereafter created, incurred or arising, or if any act omission default such obligation becomes or negligence of the Tenant or the employees, agents or licensees of the Tenant is declared to be due and to pay and make good payable prior to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,expressed maturity thereof.
(sf) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants Maker will conduct its businesses and others operations in compliance with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities all applicable laws and requirements of the Tenant’s business;
all federal, state and local regulatory authorities having jurisdiction, (ii) the alteration provisions of the name of the business of the Tenant;
its charter documents, (iii) all agreements and instruments by which it or any of its properties may be bound, and (iv) all applicable decrees, orders and judgments, except to the assignmentextent any violation of the foregoing clauses (i), transfer(iii) or (iv) would not have a material adverse effect on Maker.
(g) Maker will at all times defend Xxxxx’s and Maker’s rights in the Collateral pledged hereunder, saleagainst all persons and all claims and demands whatsoever, charge and will, upon request of Payee (i) furnish such further assurances of title as may be reasonably required by Xxxxx, and (ii) do any other acts reasonably necessary to effectuate the purposes and provisions of this Note, or as required by law or otherwise disposal in order to perfect, preserve, maintain and/or continue the security interests of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present Payee in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesCollateral.
Appears in 1 contract
Samples: Senior Secured Promissory Note and Security Agreement (Institutional Financial Markets, Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with Unless IFC otherwise agrees, the Landlord as follows:-Borrower shall:
(a) To punctually pay carry out the Rent reserved, the Deposit, Project and all other sums payable under this Agreement and/or conduct its business with due diligence and efficiency and in respect of the Demised Premises accordance with (i) good international oil industry practices and standards; (ii) sound financial and business practices generally accepted in the manner aforesaidinternational oil industry; (iii) the Development Plan(s) and approved Work Program and Budget(s); and (iv) all applicable laws and regulations;
(b) To pay as and when required by cause the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed Loans to be applied exclusively to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the BuildingProject;
(c) To pay all charges for electricitymaintain an accounting and control system, watermanagement information system and books of account and other records, telephone, sewerage which together adequately present fairly the financial condition of the Borrower and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts results of its operations in conformity with the relevant authorities or corporation for the provision of these servicesAccounting Principles;
(d) At the expiration or sooner determination maintain at all times a firm of this Agreement, internationally recognized independent public accountants acceptable to peaceably surrender and yield up unto the Landlord the whole IFC as auditors of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1Borrower;
(e) To place all debrisirrevocably authorize, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated thereforform of Schedule 5, the Auditors (whose fees and expenses shall be for the account of the Borrower) to communicate directly with IFC at any time regarding the Borrower’s accounts and operations, and provide to IFC a copy of that authorization, and, no later than thirty (30) days after any change in Auditors, issue a similar authorization to the new Auditors and provide a copy thereof to IFC;
(f) To keep upon IFC’s request, such request to be made with reasonable prior notice to the interior Borrower, except if an Event of Default or Potential Event of Default is continuing or if special circumstances so require, permit representatives of IFC and CAO, during normal office hours, to:
(i) visit the Project site and any of the Demised Premises including premises where the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property business of the Landlord Borrower is conducted (such visit to be conducted in upon conformance with the Borrower’s health, safety and belonging environment policy to the Demised Premises extent that such policy does not unreasonably interfere therewith);
(ii) inspect all facilities, plant and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save equipment comprised in the case Project;
(iii) have access to the Borrower’s books of fire where the insurance moneys are rendered irrecoverable in consequence account and records; and
(iv) have access to those employees, agents, contractors and subcontractors of the act Borrower who have or default may have knowledge of the Tenant) matters with respect to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofwhich IFC seeks information;
(g) To use ensure that the Demised Premises for design, construction, operation, maintenance, management and monitoring of the purpose Project’s sites, plants, equipment, operations and facilities are undertaken in compliance with (i) the E&S Action Plan, (ii) the applicable requirements of an administrative office but not limited to administrationthe Performance Standards, computer, data and communication center(iii) the EHS Guidelines;
(h) To permit periodically review the Landlord form of Annual Monitoring Report and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice advise IFC as to enter upon the Demised Premises and to view the condition thereof and to take inventories whether revision of the Landlord’s fixtures therein and to do structural form is necessary or external repairs on the Demised Premises or to other portions appropriate in light of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant changes to the Landlord Borrower’s business or operations, or in light of environmental or social risks identified by the Borrower’s E&S Management System; and be forthwith recoverable by action such debt shall include revise the Landlord’s surveyor’s or architect’s feesform as agreed with IFC;
(i) Forthwith use all reasonable efforts to repair ensure the continuing implementation and amend operation of the E&S Management System to assess and manage the social and environmental performance of the Project in a proper manner consistent with the Performance Standards and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised PremisesEHS Guidelines;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require time, execute, acknowledge and deliver or cause to be laid executed, acknowledged and fixed delivered such further instruments as may reasonably be requested by IFC for perfecting or maintaining in full force and lead through effect the Demised Premises and Security or for re-registering the general purposes of repairing removing and replacing all Security or any of such wires, cables, ducts and pipes unless if such works may severely disrupt otherwise to enable the operation of Borrower to comply with its obligations under the Tenant, the Landlord shall consult the Tenant before such works are implementedTransaction Documents;
(ki) To keep clean obtain and maintain in force (and where appropriate, renew in a timely manner) all Authorizations (including any Authorizations from any Authority of the Demised Premises and be responsible GOG and/or CEMAC) that are necessary for the locking and securing implementation of the doors and windows Project, the carrying out of the Demised Premises at Borrower’s business and operations generally and the compliance by the Borrower with all timesits obligations under the Transaction Documents and the Material Contracts; and
(ii) comply with all the conditions and restrictions contained in, or imposed on the Borrower by, those Authorizations;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain enter into and maintain in effect at the Tenant’s own expense all licences, permits, registration, approvals and other consents times a Marketing Contract relevant for the conduct sale of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority production from the Landlord or its duly authorised agents at all reasonable times Etame Block Fields in a form satisfactory to IFC, and deliver to IFC a signed copy of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto such Marketing Contract in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord effect from time to time;
(aam) To take pay all reasonable precautions to keep royalties and all Taxes including license and other fees, which are properly assessed against it, not later than the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may directdue date therefor;
(n) maintain at all times, the LLCR and FLCR for each Tranche and the DCSR for the current Determination Period (and during the last two Fiscal Quarters of any Fiscal Year, the next Determination Period as well) at or above the Minimum Level and the Debt to Equity Ratio at or below 60:40 (calculated, for the avoidance of doubt, as a ratio and not a fraction);
(o) ensure that on each Quarter End Date, the ratio of Net Debt as at that Quarter End Date to EBITDAX for the Relevant Period ending on that Quarter End Date shall be less than 3.0:1;
(p) ensure that (i) the funds in the VAALCO Accounts are used only as permitted in accordance with the Transaction Documents and (ii) the funds in the Etame Accounts are used only as permitted in accordance with the Etame Accounts Agreement;
(q) ensure that the amount standing to the credit of the VAALCO Operating Account is at all times not less than the then-current Minimum Interest/Fees Reserve Amount.
(r) consult with IFC prior to the appointment by the Borrower of an expert or arbitrator pursuant to the provisions of any Material Contract to resolve any disputes referred to in Section 6.03 (j);
(s) periodically review the form of the Annual Monitoring Report and advise IFC as to whether modification of the form is necessary based on any changes in the Project, and/or revise the form as agreed with or requested by IFC;
(t) at all times duly (i) maintain (x) its corporate existence in the State of Delaware or, after the Conversion, Gabon and (y) maintain any qualifications for doing business in Gabon and Texas under the laws of Gabon and Texas, respectively, and comply, in a timely manner, with all the laws applicable to it, and (ii) comply with its Charter;
(u) ensure that any interest rate of any Affiliate Subordinated Debt shall not, at any time, be higher than the interest rate specified in respect of any Loan under this Agreement;
(v) contemporaneously with the execution of this Agreement, provide the Sponsor and the VAALCO Accounts Bank with a copy of this Agreement;
(w) in the event the GOG or any of its Authorities or assigns elects to exercise its preference rights under Article 24 and/or Article 25 of the PSC, ensure that any payments made by the GOG and/or its Authorities or assigns, following the exercise of such rights, are paid to the Etame Revenue Account or, if required to be paid elsewhere, are transferred promptly to the Etame Revenue Account;
(x) comply with all of its obligations under the Material Contracts and at all times maintain and enforce its rights under the Material Contracts;
(y) other than as required under Section 35 of the PSC, export the entire Borrower’s share (as determined in accordance with the PSC and JOA) of the oil produced from the Etame Block Fields and receive Dollar-denominated sales proceeds therefor;
(z) ensure adequate segregation of costs including financing thereof incurred in connection with the Project and any other activity for the purpose of the books of account and other records in conformity with applicable law, the PSC, the JOA and any other relevant agreement and in accordance with the Accounting Principles;
(aa) prior to the election by any Project Partner to take any of its share of oil production from the Etame Block Fields in kind, ensure that such Project Partner has (i) entered into an agreement with the Operator that provides, inter alia, that all proceeds from the sale of such oil are deposited directly into the Etame Revenue Account, such agreement to be satisfactory in form and substance to IFC, or (ii) entered into such other arrangements with the Operator as shall be acceptable to IFC, acting reasonably, to ensure that such Project Partner is able to fulfill its direct or indirect obligations under or in connection with any Material Contracts; (bb) To notify the Landlord by notice in writing in one or more within 120 days of the following events:-end of each Fiscal Year,
(i) procure the alteration or change public disclosure of all material national, regional and local payments in respect of taxes, royalties, bonus and signature payments and all other material payments that are in the principle activities nature of taxes, profit share, recoverable petroleum costs, production share, or for rights to access resources made in that Fiscal Year by or on behalf of the Tenant’s business;Borrower, the Sponsor and/or any of their respective Affiliates to any local, regional or national governmental Authority in each jurisdiction in which any Borrowing Base Asset is located (including any state-owned company in each such jurisdiction); provided that, such disclosure shall be substantially in the form set out in Schedule 12 (Material Payments Made to Government); and
(ii) publish on a webpage readily accessible to the alteration public in the language of the name contracts, the PSC (and any material amendments thereto together with the GOG decrees approving such amendments) and EEAs; provided that, such publication shall be made prior to the date of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take First Loan and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims maintained until all monies payable under this Agreement have been paid in respect of any injuries caused full to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all times.IFC; and
Appears in 1 contract
AFFIRMATIVE COVENANTS. The Tenant hereby covenants From and after the date of this Agreement until the earlier to occur of the Closing and the termination of this Agreement in accordance with the Landlord its terms, except as follows:-expressly contemplated by this Agreement and except as Buyer may otherwise agree in writing, Seller shall:
(a) To punctually pay conduct its business relating to the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or in respect of the Demised Premises Acquired Assets in the manner aforesaidOrdinary Course of Business;
(b) To pay as and when required by use commercially reasonable, good faith efforts to preserve intact the Landlord an additional sum over and above the Rent hereby reserved in respect current business organization of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed Seller relating to the Demised Premises over Acquired Assets, keep available through the Closing the services of all current Employees, and above maintain the amount levied relations and imposed goodwill with suppliers, customers, distributors, licensors, licensees, landlords, trade creditors, employees, agents and others having business relationships with Seller relating to the Acquired Assets, all with the goal of preserving unimpaired the current status and condition of the Acquired Assets at the commencement Closing for the benefit of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the BuildingBuyer;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied confer with Buyer prior to making or consumed separately on implementing business or operational decisions of a material nature relating to the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these servicesAcquired Assets;
(d) At cause appropriate personnel to deliver to Buyer on or before the expiration or sooner determination Closing documentation of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof all Seller Intellectual Property in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) a form and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition detail reasonably acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1Buyer;
(e) To place all debris, wastes, disposable items, garbage maintain the Books and rubbish securely wrapped in waterproof bags Records in the receptacles designated thereforOrdinary Course of Business;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface report promptly to Buyer concerning any material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging event or occurrence relating to the Demised Premises and the water closets lavatories and conveniences business of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save Seller that is not in the case Ordinary Course of fire where the insurance moneys are rendered irrecoverable in consequence of the act Business, and report promptly to Buyer any material event relating to any Acquired Asset or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofEmployee;
(g) To use prepare a complete and accurate Information Statement regarding the Demised Premises for the purpose of an administrative office but not limited to administrationAcquisition, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement this Agreement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises Collateral Agreements for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt soliciting the operation of Required Supermajority Approvals (the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all times“Information Statement”).
Appears in 1 contract
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord So long as follows:-
(a) To punctually pay the Rent reservedany Purchaser Securities --------------------- remain outstanding, the DepositCompany shall, and all other sums payable under this Agreement and/or in respect shall cause each Subsidiary (if any) to, unless it has received the prior written consent of the Demised Premises in the manner aforesaid;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions holders of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement majority of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements Purchaser Securities then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;outstanding:
(i) Forthwith at all times cause to repair be done all things necessary to maintain, preserve and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant renew its corporate or left at the Demised Premisesother entity existence;
(jii) Upon reasonable notice at all times take all actions and cause to permit be done all things necessary to obtain, maintain, preserve, and renew all material licenses, authorizations, orders, permits, and other governmental approvals necessary to the Landlord conduct of its agents with or without workmen businesses as presently conducted and others to lay as hereafter conducted;
(iii) maintain and fix keep its material properties in good repair, working order and lead through the Demised Premises all such wirescondition, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to make all necessary or desirable repairs, renewals and replacements, so that its businesses may be laid properly and fixed advantageously conducted in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises material respects at all times;
(liv) To alter pay and discharge when payable all taxes, assessments and governmental charges imposed upon its properties or upon the income or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon) and all material claims for labor, materials or supplies which if unpaid would by law become a Lien upon any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain property unless and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be determined in accordance with the covenants of the Tenant herein this Agreement contained and GAAP) have been established on its books with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the soonerrespect thereto;
(v) To employ competent personscomply with all other material obligations which it incurs pursuant to any contract or agreement, a reliable firm whether oral or company acceptable written, express or implied, as such obligations become due, unless and to the Landlord to regularly clean extent that the Demised Premises including the maintenance of the flooringsame are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP) have been established on its books with respect thereto;
(wvi) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings comply in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply all material respects with all reasonable directionsapplicable laws, rules and regulations laid down by of the Landlord from time Securities and Exchange Commission, the ART (and other comparable governmental bodies) and all other governmental authorities to timewhich any of the Company or its Subsidiaries are subject;
(aavii) To take all reasonable precautions to keep the Demised Premises or any part thereof free apply for and continue in force with good and responsible insurance companies adequate insurance covering risks of termites, rats, mice, cockroaches or any other pests or vermin such types and animals. The Landlord may require the Tenant to employ at the Tenant’s cost in such pest extermination contractors amounts as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;are customary for corporations of similar size engaged in similar lines of business; and
(bbviii) To notify the Landlord by notice maintain proper books of record and account which present fairly in writing all material respects its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in one or more of the following events:-
(i) the alteration or change each case are required in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage accordance with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesGAAP.
Appears in 1 contract
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord as follows:-
(a) To punctually pay Concurrently with the Rent reservedconsummation of the Transactions, (i) the Company will deliver to the Agent copies of partnership authorizations for the Company and resolutions of the board of directors of each of the General Partner, Petrolane and the Restricted Subsidiaries authorizing and ratifying the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary of such Person and (ii) an opinion of Morgan, Lewis & Bockius LLX, xxxxxxx xxunsel to the Borrowers, in substantially the form of Exhibit B hereto.
(b) Subject to satisfaction of all of the conditions precedent set forth in Section 4 of this Amendment and Waiver and the limitations set forth in Section 2 of this Amendment and Waiver, the DepositCollateral Agent, the Agent and the Banks hereby agree that the Collateral Agent shall release its security interest in the Drop Down Assets effective as of the date of transfer of such assets from the Company to CPLP, and shall execute and shall deliver to the Company, at the sole expense of the Company, all other sums payable documents and instruments reasonably necessary to effect such release as of such date.
(c) Upon the earliest of (i) 180 days after the expiration of the Debt Indemnity (as defined in Item 13 of Annex I hereto) provided under this the National Propane Purchase Agreement, (ii) the purchase by CPLP of the partnership interest of the Special Limited Partner in CPLP pursuant to the Special Limited Partner's put option under Section 4.5 of the CPLP Partnership Agreement and/or and (iii) the purchase by CPLP of the partnership interest of the Special Limited Partner in CPLP pursuant to CPLP's call option under Section 4.5 of the CPLP Partnership Agreement, the Company shall cause CPLP, and each Subsidiary of CPLP, to immediately execute and deliver a Subsidiary Guarantee, or joinder agreement in respect thereof, and a joinder agreement in respect of the Demised Premises in the manner aforesaid;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed Subsidiary Security Agreement to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;Collateral Agent.
(d) At The Banks hereby agree that the expiration or sooner determination form of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition intercompany note attached hereto as Exhibit C contains subordination provisions acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate Banks for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(epurposes of Section 8.1(c) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesExisting Credit Agreement.
Appears in 1 contract
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord as follows:-
(a) To punctually pay Borrowers, as applicable, will use the Rent reserved, proceeds of the Deposit, Loans only for valid business purposes and all other sums payable under for the purposes set forth in this Agreement and/or in and will furnish to Bank such evidence as Bank may reasonably request with respect of the Demised Premises in the manner aforesaidto such use;
(b) To pay Borrowers will maintain, or cause to be maintained (1) public liability, fire, and extended coverage insurance on all assets owned by it or used by it in its business, all in such form and amounts as are reasonably satisfactory to Bank, (2) all workmen's compensation or similar insurance as may be required under Laws applicable to Borrower, and when (3) business interruption insurance as may be required by the Landlord an additional sum over and above the Rent hereby reserved in respect Bank. Borrower will furnish Bank such evidence of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which insurance as Bank may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingreasonably require;
(c) To Borrowers will cause to be paid when due all taxes, assessments, charges, and levies imposed upon them or any of their properties which they are required to pay over, except when contested in good faith by appropriate proceeding with adequate reserves therefor having been set aside on its books and segregated where required by GAAP; provided, that Borrowers shall either pay or cause to be paid forthwith all taxes, assessments, levies, and charges for electricity, water, telephone, sewerage and whenever foreclosure of any lien that attaches (or other services supplied to security therefor) appears threatened or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these serviceshave such encumbrances "bonded off";
(d) At Borrowers will take all necessary steps to preserve its corporate existence, rights, contracts, franchises, and tradenames necessary or desirable in the expiration or sooner determination conduct of this AgreementBorrowers' business, and comply with all present and future Laws, including Environmental Laws, applicable to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) Borrowers and with all keys complete. If the Tenant shall fail material agreements to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1which or by which any of Borrowers' property is bound;
(e) To place all debrisBorrowers will give immediate notice to Bank of (1) any litigation or proceedings in which either one of them is a party if an adverse decision therein would require it to pay money or deliver assets in an aggregate amount or value in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) (regardless of whether or not the claim is considered to be covered by insurance); (2) the institution of any other suit or proceeding involving Borrowers that might materially and adversely affect their operations, wastesfinancial condition, disposable itemsproperty, garbage and rubbish securely wrapped in waterproof bags in or business; or (3) the receptacles designated thereforoccurrence of any casualty which might have a material adverse effect on the businesses of Borrowers;
(f) To keep Borrowers will pay when due, or within the interior of applicable grace period, all Indebtedness due third parties, except when the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use amount, applicability, or validity thereof is being contested in good faith by appropriate proceedings and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofwith adequate reserves therefor being set aside on its books;
(g) To use Borrowers will (1) maintain its Inventory, supplies, Equipment, real property, and other properties, including the Demised Premises for Properties, in good condition and repair (normal wear and tear excepted), (2) pay and discharge or cause to be paid and discharged when due the purpose cost of an administrative office but repairs to or maintenance of the same, (3) pay or cause to be paid all rental, lease, or mortgage payments due with respect to same, (4) maintain and keep any of their tangible personal property at their principal places of business or at one of the locations set forth on Schedule 6-1(h), and (5) not limited change their principal places of business or the location of any Collateral in such a manner as to administration, computer, data and communication centercause Bank's first priority perfected lien on such Collateral to be lost or jeopardized;
(h) To permit the Landlord Borrowers, as applicable, shall endorse without limitation, or otherwise properly assign to Bank, all negotiable Instruments and its agents other Chattel Paper received by it in connection with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories any payment on account of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions any item of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s feesCollateral;
(i) Forthwith Borrowers will furnish to repair Bank, and amend deliver to Bank within one hundred twenty (120) days from the closing date thereof, Borrowers consolidated fiscal year-end audited financial statements (including without limitation, its balance sheet, income statement, statement of cash flows, and accountant's comments), fiscal year end audit management letter and Borrowers consolidating year-end company prepared financial statements (including, without limitation, its balance sheet and income statement) and otherwise in a proper form and workmanlike manner any defects content acceptable to Bank (all such statements to be prepared in accordance with GAAP) and, with respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at audited financial statements, certified by a certified public accountant acceptable to Bank simultaneously with the Demised Premisesdelivery to Bank of each fiscal-year end audited financial statement;
(j) Upon reasonable notice Borrowers will furnish to permit Bank, within forty-five (45) days of the Landlord end of each fiscal quarter, its agents then current internally prepared consolidated and consolidating financial statements for each fiscal quarter and year-to- date, signed by an officer of Borrowers as applicable certifying the accuracy of such statement, all in such form as is reasonably satisfactory to Bank. In connection with the financial statements delivered pursuant to subsection 7.1(i) and this subsection 7.1(j), Borrowers must furnish to Bank, a Compliance Certificate in form and content acceptable to Bank executed by an officer of the Borrowers, which Certificate includes Borrower's computation of all restrictive and other covenants contained in this Agreement and list of all contingent liabilities; provided, Borrowers shall be required to disclose only the contingent or without workmen and others to lay and fix in and lead through threatened liabilities arising from claims, causes of action or litigation against any of the Demised Premises all Borrowers' under which such wiresof the Borrowers' exposure may exceed $500,000.00, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require with such disclosure to be laid and fixed made in and lead through connection with delivery of the Demised Premises and for financial statement which is due immediately after the general purposes first to occur of repairing removing and replacing all the following: (i) Borrowers, in good faith, believe such claim, action or litigation will be prosecuted; or (ii) the filing of such claim, cause of action or litigation against any of the Borrowers by the claimant with the court, tribunal or agency having jurisdiction over such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implementedmatter;
(k) To keep clean the Demised Premises and be responsible for the locking and securing Borrowers will furnish to Bank within fifteen (15) days of the doors end of each month a then current Monthly Borrowing Base Certificate executed by an officer of Borrower, along with an aged Accounts Receivable Report and windows summary reports on Inventory. Borrowers further must furnish to Bank on a weekly basis then current Collateral Certificates executed by an officer or corporate controller of Borrowers. Borrowers shall submit to Bank accounts payable reports upon the Demised Premises at all timesrequest of Bank. All such information must be in form and content acceptable to Bank;
(l) To alter As and when requested by Bank which will not be more often than twice in any window or other displays or merchandise immediately upon notice one year, Borrowers will provide to Bank (1) a certificate signed by an officer of the Borrowers that summarizes the property, casualty and liability insurance policies carried by the Landlord Borrowers and that certifies that Bank is loss payee of its reasonable opinion that all property and casualty insurance policies (such displays certificate to be in form and content acceptable to Bank), and (2) written notification of any cancellation or merchandise will impair the name, reputation any material change of such insurance by Borrowers within five (5) Business Days after receipt of any such notice (whether formal or standing informal) of the Buildingsuch cancellation or change by any of their insurers;
(m) To obtain Borrowers will operate their businesses in full compliance with all applicable federal, state, and maintain at local Laws, including specifically without limitation the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted businessFair Labor Standards Act;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made Borrowers will notify Bank immediately upon receipt by the Landlord or its duly authorised agents for the proper management any of the Building Borrowers of oral or written notice that any of Borrowers' customers contests the amount, validity, or due date of any of Borrowers' Accounts, Contracts, Chattel Paper, or Contract Rights, which disputed amount exceeds Two Hundred Thousand and notified by the Landlord or its duly authorised agent to the TenantNo/100 Dollars ($200,000.00);
(o) To cause all the employeesBorrowers, agents on a consolidated basis, must maintain a Leverage Ratio of less than or equal to 3.00 to 1.00, with such Leverage Ratio to be computed and invitees tested as of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management end of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employeeseach fiscal quarter;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force Borrowers will maintain executive personnel and any orders rules regulations or notice made thereundermanagement reasonably satisfactory to Bank;
(q) To comply with Borrowers will notify Bank immediately if it becomes aware of the provisions for occurrence of any Event of Default or Default Condition, or the health, safety and welfare failure of persons employed Borrowers to work in the Demised Premises laid down by observe any law and any regulations thereunder for the time being in forceof its undertakings hereunder;
(r) To be responsible Borrowers, on a consolidated basis, must achieve a Debt Service Ratio greater than or equal to 1.00 to 1.00 (i) for each period of time commencing on January 1 and to indemnify ending on the next successive June 30; and save harmless (ii) for each fiscal year during the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part term of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,including any renewal terms.
(s) At Subject to the limitation on costs to Borrowers as set forth in Section 8.5 below, Borrower will permit any time during the three (3) calendar months immediately preceding the determination representative or agent of Bank to examine and audit any of the Term to permit intending tenants Borrowers' books and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premisesrecords when reasonably requested by Bank;
(t) At the expiration or earlier determination The operation of the term hereby created Properties do not and will not violate any Environmental Laws and Borrowers will not use or permit any other party to yield up use any Materials of Environmental Concern on the Demised Premises Properties except such materials as are incidental to Borrowers' normal course of business, maintenance and repairs and do not violate any Environmental Laws. Borrowers agrees to permit Bank, its agents, contractors and employees, to enter and inspect the Properties at any reasonable time for the purpose of conducting Environmental Investigation Audit (including physical samples) to insure that Borrowers are complying with this covenant. Borrowers shall provide Bank, its agents, contractors, employees and representatives, with access to and copies of all fixturesdata and documents relating to or dealing with any Materials of Environmental Concern used, fittingsgenerated, fastenings manufactured or appertaining thereto in stored or disposed of on, under or about the Properties within five (5) business days of request for such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possibleinformation by Bank;
(u) To redecorate Borrowers shall immediately advise Bank in writing of (i) any and all enforcement, cleanup, remedial, removal or other government or regulatory actions instituted, completed or threatened pursuant to repaint with at least two any Environmental Laws relating to Materials of Environmental Concern affecting the Properties; and (2ii) coats of good quality emulsion paint all those parts claims made or threatened by and any third parties against any of the Demised Premises as may be emulsion painted Borrowers relating to damages, contribution, cost, recovery compensation, loss or painted as injury resulting from Materials of Environmental Concern. Borrowers shall immediately notify Bank of any remedial action taken by Borrowers with respect to the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the soonerProperties;
(v) To employ competent personsBorrowers shall jointly and severally indemnify, a reliable firm defend and hold Bank and its successors and assigns harmless from and against any and all claims, demands, suits, losses, damages, assessments, fines, penalties, costs or company acceptable other expenses (including attorney's fees and court costs) arising from or in any way related to actual or threatened damage to the Landlord environmental, agency cost or investigation, personal injury or death or property damage due to regularly clean the Demised Premises including release or alleged release of Materials of Environmental Concern on or about the maintenance Properties or in the surface or ground water located on or under the Properties or gaseous emissions from the Properties or any other condition existing on the Properties resulting from the use or existence of Materials of Environmental Concern, whether such claim proves to be true or false or further agrees that its indemnity obligation shall include, but not be limited to, liability for damages resulting from personal injury or death of an employee of any of the flooringBorrowers regardless of whether Borrowers have paid the employee under Workers' Compensation Laws or any other state or other similar federal or state legislation for the protection of employees. Borrowers' obligation under this Section 7.1(v) shall survive the repayment of the Loans and any deed in lieu of foreclosure of any of the mortgages securing the Loans;
(w) To Borrowers will continue to engage in business of the same general type as now conducted by Borrowers and preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Termnormal course of Borrowers business;
(x) To pay for Borrowers acknowledge that the cost of replacing fluorescent tubesLoans shall be cross-collateralized and cross-defaulted, electricity light bulbs and small light component fittings in Borrowers agree to execute any documents required by Bank, before, on or after the Demised PremisesClosing Date, to effectuate this cross- collateralization and cross-default;
(y) To pay such deposits Star Fibers is and parking fees from time will remain a special purpose wholly owned subsidiary of MCF and its only business shall consist of owning, and leasing to time imposed by MCF, the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;Star Fibers Property; and
(z) To employBorrowers, on a consolidated basis, must achieve and maintain a consolidated Tangible Net Worth equal to a minimum of $24,240,000 at its own cost, its own cleaning contractor from the Landlord’s panel fiscal year 1996 which Tangible Net Worth must increase by a minimum of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;$3,000,000 for each fiscal year thereafter.
(aa) To take all reasonable precautions Borrowers, on a consolidated basis, must maintain a Funded Debt Ratio of less than or equal to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant 3.00 to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
1.00 (i) the alteration or change in the principle activities of the Tenant’s business;
for fiscal year 1997; and (ii) for each twelve (12) month period ending on the alteration closing date of each of Borrowers' fiscal quarters commencing with the name first fiscal quarter of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesfiscal year 1998.
Appears in 1 contract
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with With respect to the Landlord as follows:-operations of the ViroPharma Centers and Buyer Approved Collection Centers, the Seller and its Affiliates will:
(a) To punctually pay At all times, operate the Rent reservedViroPharma Centers and Buyer Approved Collection Centers in a reasonable and prudent manner in compliance with all Applicable Laws, the Deposit, its FDA-approved and EU-approved Standard Operating Procedures (“SOP”) and all other sums payable under this Agreement and/or standards generally practiced in the industry, and shall also construct (with respect to the ViroPharma Centers) and operate the ViroPharma Centers and Buyer Approved Collection Centers in a manner that is compliant with all Regulatory Approvals, including Foreign Regulatory Approvals, and qualify for approval by the relevant regulatory authorities in the United States and the European Union. Consistent with the foregoing, the Seller shall use its reasonable efforts consistent with good business practice to preserve the goodwill of the Demised Premises in suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the manner aforesaid;Seller.
(b) To pay as Pay and when required by the Landlord an additional sum over discharge all lawful taxes, assessments and above the Rent hereby reserved in respect of any increase in municipal governmental charges or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and levies imposed upon it, upon its income and profits or upon any of its assets, before the same shall become in respect of default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, charge upon such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees properties or agents bears to the total floor area of the Building;any part thereof.
(c) To pay Do or cause to be done all charges for electricitythings necessary to preserve and keep in full force and effect its corporate existence, water, telephone, sewerage rights and any other services supplied to or consumed separately on the Demised Premises franchises and to enter into separate contracts comply in all respects with all laws, regulations and orders of each governmental authority having jurisdiction over the relevant authorities ViroPharma Centers or corporation for the provision of these services;Buyer Approved Collection Centers.
(d) At Use commercially reasonable efforts to maintain management personnel with substantially the expiration or sooner determination of this Agreement, to peaceably surrender same qualifications and yield up unto experience as the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition management personnel at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;its BPC Centers.
(e) To place Use commercially reasonable efforts to maintain, preserve, protect and keep its property, including all debrisViroPharma Center Assets (and the assets of or related to the Buyer Approved Collection Centers), wastesin good repair, disposable itemsworking order and condition and will, garbage from time to time, make all necessary and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;reasonable repairs, renewals, replacements, betterments and improvements thereto.
(f) To keep Keep adequately insured, by financially sound reputable insurers, all ViroPharma Center Assets (and the interior of assets related to the Demised Premises including the flooring and interior plaster Buyer Approved Collection Centers) and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of a character insured the Landlord in upon and belonging to same as the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;BPC Centers.
(g) To use Be the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories sole owner of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesViroPharma Centers.
Appears in 1 contract
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord as follows:-Each Pledgor shall:
(a) To punctually pay at its own expense, defend the Rent reservedPledgee's right, title and security interest in and to the Deposit, and all Pledged Collateral against the claims of any other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaidPerson;
(b) To pay as use its best efforts to obtain any consent of the FCC and when each other Licensing Authority and each other Person which may be required by in connection with the Landlord an additional sum over performance or enforcement of this Agreement and above any transfer of the Rent hereby reserved Pledged Collateral contemplated hereby, and will cooperate fully with the Pledgee in respect of effecting any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon such transfer or in respect connection with the Pledgee's exercise of or attributed the rights and remedies granted to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate Pledgee pursuant hereto or pursuant to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingany other Collateral Document;
(c) To pay and discharge promptly, and in any event before the imposition of any penalty, all charges for electricitytaxes and assessments upon any portion of the Pledged Collateral owned by it, water, telephone, sewerage except that the Pledgor shall not be required to pay any such tax or assessment the payment of which is being contested in good faith and any other services supplied to or consumed separately on the Demised Premises by appropriate proceedings and to enter into separate contracts with the relevant authorities or corporation for the provision of these servicesagainst which adequate reserves are being maintained;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition comply in all material respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail federal, state and local laws, rules and regulations applicable to observe these covenantsit or its property or business, the Landlord shall carry out necessary works and repairs failure to restore the Demised Premises comply with which could reasonably be expected to have a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1Material Adverse Effect;
(e) To notify the Pledgee in writing at least thirty days in advance of any change in such Pledgor's or any Company's chief executive office or principal place all debris, wastes, disposable items, garbage of business and rubbish securely wrapped in waterproof bags in execute any financing statements or amendments covering the receptacles designated thereforPledged Collateral as the Pledgee may from time to time reasonably request;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging promptly deliver to the Demised Premises Pledgee all material written notices and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage communications given or received by fire, xxxxx, xxxxxxx, riot and it with respect to any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;Pledged Collateral; and
(g) To use pledge hereunder, immediately upon its acquisition, (directly or indirectly) thereof, any and all shares of stock or other equity interest of any Person which, after the Demised Premises for the purpose date of an administrative office but not limited to administrationthis Agreement, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form becomes a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service Subsidiary of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesPledgor.
Appears in 1 contract
Samples: Subsidiary Pledge Agreement (Gray Communications Systems Inc /Ga/)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord as follows:-Company agrees that:
(a) To punctually pay Between the Rent reserveddate of this Agreement and the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, except (i) as otherwise specified herein, (ii) for as set forth on Schedule 6.1, and (iii) as otherwise contemplated by the Restructuring Agreement, the DepositCompany will, and all other sums payable under this Agreement and/or in respect will cause the Company Subsidiaries to (A) conduct the business of the Demised Premises Company and the Company Subsidiaries in the manner aforesaidOrdinary Course of Business, (B) use commercially reasonable efforts to maintain and preserve the Property, preserve intact the current business organization of the Company and the Company Subsidiaries, and maintain the relations and good will with Tenants, Ground Lessors, customers, creditors, employees, agents, and others having business relationships with the Company and the Company Subsidiaries consistent with the Company’s or the applicable Company Subsidiary’s Ordinary Course of Business, (C) maintain insurance at presently existing levels so long as such insurance is available on commercially reasonable terms, and (D) continue to make capital expenditures in the Ordinary Course of Business (including, but not limited to, using commercially reasonable efforts to consummate the purchase of real property interests that are leased pursuant to Ground Leases and generate new leads for Ground Lease Buyouts and, using commercially reasonable efforts to develop the WIP Tower Sites and other new build opportunities, and structural enhancements to the Towers);
(b) To pay Without limiting the generality of the foregoing Section 6.1(a), between the date of this Agreement and the earlier of Closing Date and the termination of this Agreement in accordance with its terms, except (A) as and when otherwise specified herein, (B) for as set forth on Schedule 6.1, (C) as otherwise contemplated by the Restructuring Agreement, (D) as otherwise consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned) or (E) as may be required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenantsLegal Requirement, the Landlord shall carry out necessary works Company will, and repairs to restore will cause the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;Company Subsidiaries to:
(i) Forthwith timely make all payments and observe and perform all obligations to repair and amend in a proper and workmanlike manner any defects in respect of be paid, observed or performed by the Demised Premises for which Company under the Tenant is liable Leases, Ground Leases and of which written notice shall be given other Contracts applicable to the Tenant or left at Towers and the Demised PremisesTower Sites;
(jii) Upon reasonable notice timely pay all real property Taxes relating to permit the Landlord its agents with or without workmen Towers and others the Tower Sites, except to lay and fix the extent that such property Taxes are being contested in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implementedgood faith;
(kiii) To keep clean promptly notify Parent of any receipt of delivery of any notice (including any notice of default, lease termination, repudiation or bankruptcy proceedings but excluding notices of a routine or immaterial nature) under the Demised Premises Tenant Leases or Ground Leases and be responsible for use commercially reasonable efforts to cure such default to the locking and securing of the doors and windows of the Demised Premises at all timesextent that such default is curable;
(liv) To alter deliver to Parent copies of any window or other displays or merchandise immediately upon written notice (A) regarding a violation of any Law by the Landlord of its reasonable opinion that such displays Company or merchandise will impair the name, reputation any Company Subsidiary or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent relating to the Tenant;
Towers or Tower Sites or (oB) To cause all the employeesof a violation of any site plan approvals, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord zoning or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules subdivision regulations or notice made thereunder;
(q) To comply with urban redevelopment plans applicable to any Tower or Tower Site and inform the provisions for the health, safety and welfare Parent of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned oral notices Known to the Demised Premises or any other part of Company regarding the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the soonersame;
(v) To employ competent persons, obtain a reliable firm or company acceptable to payoff letter from the Landlord to regularly clean lenders under the Demised Premises including the maintenance of the flooringCredit Facility;
(wvi) To keep effective as of the stock-in-trade Closing, cause all officers, managers and directors (as applicable) of the Company and the Company Subsidiaries (who are set forth on Exhibit H-1) to resign from all such positions with the Company and the Company Subsidiaries, other fixtures belonging than the independent directors of TowerCo Assets LLC and TowerCo Assets PR LLC and to execute a resignation and release of claims against the Tenant affixed to Company in the Demised Premises insured against loss or damage by fire from time to time during the Termform of Exhibit H-2;
(xvii) To pay for as of the cost Closing, terminate the authority of replacing fluorescent tubesall prior signatories and authorize persons as designated by Parent prior to the Closing to be signatories on the bank accounts of the Company and Company Subsidiaries; and
(viii) as of the Closing, electricity light bulbs forward all mail of the Company and small light component fittings each Company Subsidiary (and all mail pertaining to the Property) to the address of the Parent as set forth in Section 11.5 and file the appropriate paperwork with the U.S. Postal Service to have all such mail automatically forwarded through a change of address form.
(ix) continue to decommission Tower Sites in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use Ordinary Course of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesBusiness.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sba Communications Corp)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with During the Landlord as follows:-time period that any amounts are outstanding under the Notes, this Agreement or any of the other Loan Documents to which the Borrower is a party, unless the Bank shall otherwise agree in writing, the Borrower shall:
(a) To punctually pay diligently proceed with construction of the Rent reserved, Expansion Facility in material compliance with the DepositExpansion Facility Plans and the Design/Build Construction Contract, and in accordance in all other sums payable under this Agreement and/or in respect of material respects with all applicable laws and ordinances, and complete the Demised Premises in Expansion Facility by the manner aforesaidConstruction Loan Termination Date;
(b) To pay as and when required by use the Landlord an additional sum over and above the Rent hereby reserved in respect proceeds of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement each of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what disbursements under the floor area of Construction Loan solely for the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingpurposes set forth in this Agreement;
(c) To pay all charges for electricityretain Xxxxx, waterInc., telephonea Minnesota corporation, sewerage and any other services supplied to or consumed separately on as the Demised Premises and to enter into separate contracts with Design Builder. In the relevant authorities or corporation event that Xxxxx, Inc. is no longer the Design Builder for the provision Project, the Borrower shall replace Xxxxx, Inc. with another Design Builder, subject to the reasonable approval of these servicesthe Bank and shall obtain, at the Borrower’s sole expense, and provide the Bank with proof of a performance completion bond in such form and in such amount as the Bank deems reasonably satisfactory;
(d) At the expiration retain a plant operations manager or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole general manager of the Demised Premises and every part thereof Project with experience working in good and substantial repair, order and condition such capacity or at a similar level of responsibility in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys completeanother ethanol plant. If Borrower desires to pay such plant operations manager or general manager any bonus or incentive payment beyond its required monthly management fee, prior to making such payment, Borrower shall (i) make all Scheduled Payments on the Tenant shall fail Obligations to observe these covenantsthe Bank, (ii) deliver to the Landlord shall carry out necessary works and repairs to restore the Demised Premises to Bank a state and condition certificate in a form reasonably acceptable to the Landlord Bank that has been signed by the General Partner or other Authorized Person of the Borrower which certifies that the Borrower is in full compliance with all covenants contained in this Agreement and the costs incurred thereby Loan Documents, and (iii) obtain written approval from the Bank, which approval the Bank may withhold in its reasonable discretion. Any bonus or incentive payment obligations of the Borrower to the plant operations manager or general manager shall be deducted specifically subordinated to the Borrower’s Obligations owed to the Bank. In the event that Borrower desires to retain a different general manager or Chief Financial Officer of the Borrower prior to the satisfaction of Borrower’s Obligations, Borrower shall obtain written approval from the DepositBank, which approval shall not be unreasonably withheld. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due The foregoing restrictions and owing requirements under this Clause 5.1Section 6.03(d) shall not apply to payments to employees under the Borrower’s deferred compensation plan nor the payments to employees under the Borrower’s Cash Bonus Plan;
(e) To place use its reasonable efforts to require the Design Builder, each Subcontractor, and each Person providing Other Project Construction services or materials to comply in all debrismaterial respects with all rules, wastesregulations, disposable items, garbage ordinances and rubbish securely wrapped in waterproof bags in laws bearing on its conduct of work on the receptacles designated thereforProject;
(f) To keep provide and maintain the interior following insurance, at all times until the satisfaction of Borrower’s Obligations and, from time to time at the request of the Demised Premises Bank, furnish the Bank with such additional insurance, which the Bank, in its reasonable discretion, deems necessary and with proof of payment of premiums on:
(i) Builders’ Risk completed value form insurance, in form and content reasonably satisfactory to the Bank, and placed with financially sound and reputable insurers insuring the Project (and a permanent all risk property policy of insurance with coverage equal to the replacement cost of the Project, as well as casualty (Commercial General Liability) and umbrella insurance) against all risks, including flood, earthquake and mechanical and electrical breakdown including testing to the flooring full value of the Project (subject to reasonable loss deductible provisions). The Bank’s interest shall be protected by naming the Bank as an “additional insured” on the liability policies and interior plaster a “loss payee” on the property policies and shall contain an agreement of the insurer to give not less than thirty (30) days’ advance written notice to the Bank in the event of cancellation of such policy or change affecting the coverage thereunder;
(ii) Insurance against loss, damage or destruction by fire and other surface material on walls casualty, including theft, vandalism and ceilings malicious mischief, flood (if the Property is in a location designated by FEMA as a Special Flood Hazard Area), earthquake (if the Property is in an area subject to destructive earthquakes within recorded history), boiler explosion (if there is any boiler upon the Property), plate glass breakage, sprinkler damage (if the Property has a sprinkler system), all matters covered by a standard extended coverage endorsement, special coverage endorsement commonly known as an “all risk” endorsement and such other risks as the LandlordBank may reasonably require, insuring the Project for not less than one hundred percent (100%) of its full insurable replacement cost;
(iii) Casualty (Commercial General Liability) & Umbrella insurance (including products and completed operations, operations of subcontractors and contractual liability insurance), in form and content reasonably satisfactory to the Bank, and placed with financially sound and reputable insurers with limits reasonably acceptable to the Bank, but in no event for less than Two Million and No/100ths Dollars ($2,000,000.00) per occurrence, in the form of either a Two Million and No/100ths Dollars ($2,000,000.00) primary policy, or a One Million and No/100ths Dollars ($1,000,000.00) primary policy and a One Million and No/100ths Dollars ($1,000,000.00) Umbrella policy;
(iv) State Worker’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring compensation insurance in the statutorily mandated limits, employer’s liability insurance with limits not less than Five Hundred Thousand and fittings No/100ths Dollars ($500,000.00) or such greater amount if required by applicable law;
(v) Business Interruption and other fixtures Extra Expense (BI/EE) insurance with limits not less than the property greater of (a) Twenty Million and No/100ths Dollars ($20,000,000.00) or (b) one hundred percent (100%) of the Landlord in upon principal and belonging interest payable under the Notes for a period of not less than twelve (12) months;
(vi) Business automobile liability insurance insuring any and all vehicles on the site, including hired and non-owned liability coverage with limits reasonably acceptable to the Demised Premises Bank, but in no event for less than One Million and No/100ths Dollars ($1,000,000) per occurrence;
(vii) Environmental coverage for clean up and removal of environmental contamination(unless the water closets lavatories Phase I Environmental Report of the Property and conveniences subsequent surveys establish that the contamination preceded Borrower’s ownership/occupancy necessitating the purchase of which environmental clean up prior to operation), but only insofar as it is reasonably required by the Tenant has Bank;
(viii) All insurance policies required of and provided by the exclusive use Borrower shall be primary and non-contributory and in good no case shall insurance provided by the Bank, if any, contribute to loss or damage to the Borrower or Borrower’s activities associated with this Agreement;
(ix) All insurance policies shall contain a standard without contribution mortgage clause endorsement in favor of the Bank and tenantable repair its successors and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot assigns as their interests may appear and any other cause beyond lender designated by the Tenant’s control excepted save Bank;
(x) All insurance policies shall provide that the policy of insurance shall not be terminated, cancelled or substantially modified without at least thirty (30) days’ prior written notice to the Bank and to any lender covered by any standard mortgage clause endorsement;
(xi) All insurance policies shall be issued by insurance companies licensed to do business in the case state in which the Property is located and which are rated A:VI or better by Best’s Insurance Guide or otherwise approved by the Bank;
(xii) It is expressly understood and agreed that the foregoing minimum limits of fire where insurance coverage shall not limit the insurance moneys are rendered irrecoverable liability of Borrower for its acts or omissions as provided in consequence the Mortgage or otherwise in any of the act or default Loan Documents. All insurance policies (with the exception of worker’s compensation insurance to the extent not available under statutory law) shall designate the Bank and its successors and assigns as “additional insureds” for liability insurance and “loss payee” for property insurance. All such policies shall be written as primary policies, with deductibles not to exceed ten percent (10%) of the Tenantamount of coverage. Any other policies, including any policy now or hereafter carried by the Bank, shall serve as excess coverage. Borrower shall procure policies for all insurance for periods of not less than one (1) year and shall provide to the reasonable satisfaction Bank certificates of insurance or, upon the Bank’s request, duplicate originals of insurance policies evidencing that insurance satisfying the requirements of this Agreement or any of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against Loan Documents is in effect at all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;times.
(g) To use assign to the Demised Premises Bank, in form acceptable to the Bank, all equipment and systems warranties relating to the Project, together with all contracts for natural gas, electricity, water and other utilities, as the purpose of an administrative office but not limited to administration, computer, data and communication centersame are obtained by the Borrower following the Closing Date;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant assign to the Landlord Bank, in form acceptable to the Bank, Borrower’s account corresponding to non-exchange traded, over-the-counter swap and be forthwith recoverable by action option transactions on agricultural and energy commodities between the Borrower and FCStone, L.L.C., an Iowa limited liability company (“FCStone”) or any other Person providing such debt shall include services, and provide, in form acceptable to the LandlordBank, a quarterly summary of all of Borrower’s surveyor’s or architect’s feestransactions relating to such account(s);
(i) Forthwith maintain accurate and complete books, accounts and records pertaining to repair the Property and amend the Project and its ongoing and continuing operations in a proper form and workmanlike manner any defects in respect substance reasonably satisfactory to the Bank. The Borrower will permit the Bank, at the Bank’s expense if the Bank employees make the inspection, but at the Borrower’s expense if the Bank contracts with third parties at reasonable expense to make the inspection (but only if such inspections are made during the construction of the Demised Premises for which the Tenant is liable Expansion Facility), to examine upon reasonable notice all books, records, contracts, plans, drawings, Permits, bills and statements of which written notice shall be given account pertaining to the Tenant or left at the Demised PremisesProject and to inspect upon reasonable notice all books and records pertaining to its operations and to make extracts therefrom and copies thereof;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require cause to be laid paid to the proper authorities when due all federal, state and fixed local taxes, including taxes on the Property, required to be paid or withheld by it except those which the Borrower is contesting in good faith and lead through with respect to which appropriate accounting reserves have, to the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wiresextent required by GAAP, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implementedbeen set aside;
(k) To keep clean allow the Demised Premises Bank and be responsible its participants, upon reasonable notice, and at the Borrower’s sole expense, to conduct such inspections of the Project and the Borrower’s personal property subject to the Bank’s security interest as the Bank may deem necessary for the locking and securing protection of the doors Bank’s interest; provided, however, such inspections shall occur during regular business hours, or such other time as the Borrower and windows the Bank may agree, and shall not unreasonably interfere with the Borrower’s business operations. Any such inspections shall be made and any certificates issued are solely for the benefit and protection of the Demised Premises at all timesBank, and the Borrower shall not be entitled to rely thereon;
(l) To alter any window make all repairs, renewals or other displays or merchandise immediately upon notice by replacements reasonably required to keep the Landlord of its reasonable opinion that such displays or merchandise will impair the nameBorrower’s ethanol plant, reputation or standing of the Buildingproperties and equipment in good working condition;
(m) To obtain comply in all material respects with all laws applicable to the Borrower’s form of organization and maintain at business and the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct ownership of the permitted Borrower’s property and operation of its business;
(n) To observe maintain and conform preserve all Permits, licenses, rights, privileges, charters and franchises that the Borrower is required to all reasonable rules regulations hold to construct and instructions as may from time to time be made by operate the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the TenantProject;
(o) To cause observe and comply with all the employeeslaws, agents statutes, ordinances, rules, regulations and invitees orders of the Tenant any Governmental Authority relating to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets health, safety, pollution, hazardous materials or other facilities made available by Environmental Requirements to the Landlord for extent noncompliance could result in a material liability or otherwise have a material adverse effect on the use of the Landlord’s employees and or other tenants of the Building and their employeesBorrower;
(p) To comply with all maintain primary operating accounts (including those accounts containing the Borrower’s equity capital) at the Bank, other than the depository accounts subject to the Deposit Account Control Agreements and described on Exhibit “T” attached hereto and incorporated herein by this reference and such requirements other local operating accounts as may be imposed on an occupier approved by any Ordinancethe Bank, Act of Parliamentwhich approval shall not be unreasonably withheld by the Bank, Enactmentprovided, By-Laws now or hereafter that such other local operating accounts shall be subject to deposit account control agreements in force form and any orders rules regulations or notice made thereundersubstance similar to the Deposit Account Control Agreements;
(q) To comply with the provisions for the health, safety preserve and welfare of persons employed to work maintain its limited liability limited partnership existence and good standing in the Demised Premises laid down by any law jurisdiction of its formation, and any regulations thereunder for the time being qualify and remain qualified as a foreign limited liability limited partnership in forceeach jurisdiction in which such qualification is required;
(r) To be responsible immediately provide the Bank with a copy of each notification, including requests for and to indemnify and save harmless change orders or written amendments, received from the Landlord against and from all damage however caused occasioned Design Builder pursuant to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,Design/Build Construction Contract;
(s) At any time during within thirty (30) days following the three (3) calendar months immediately preceding Closing Date, duly execute a swap rate lock for the determination of Swap Note in form and substance satisfactory to the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;Bank; and
(t) At in the expiration event there is an appeal or earlier determination challenge to the Decision & Order of the term hereby created Cherokee County, Iowa Zoning Board of Adjustment, dated as of March 21, 2007, that occurs within thirty (30) days from the filing of such decision, the Borrower shall defend such appeal or challenge and make all arrangements necessary to yield up secure the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company variances granted therein on terms acceptable to the Landlord to regularly clean Bank, the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean Borrower and the Tenant shall ensure that the contractors shall comply with all reasonable directionsCherokee County, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free Iowa Zoning Board of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesAdjustment.
Appears in 1 contract
Samples: Construction Loan Agreement (Little Sioux Corn Processors LLC)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Subscriber (which consent shall not be unreasonably withheld or delayed), Venaxis shall (x) conduct its business in the Ordinary Course of Business; and (y) use commercially reasonable best efforts to maintain and preserve intact its current organization and operations and to preserve the rights, goodwill and relationships of its employees, consultants, customers, lenders, suppliers, regulators and others having relationships with its business. Without limiting the Landlord as follows:-foregoing, from the date hereof until the Closing Date, Venaxis shall:
(a) To punctually pay preserve and maintain all material Permits required for the Rent reserved, conduct of its business as currently conducted or the Deposit, ownership and all other sums payable under this Agreement and/or in respect use of the Demised Premises in the manner aforesaidits assets;
(b) To pay as all the material debts, Taxes and other obligations of its business when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Buildingdue;
(c) To pay maintain all charges for electricity, water, telephone, sewerage the properties and any other services supplied to or consumed separately assets included in its assets in the same condition as they were on the Demised Premises date of this Agreement, subject to reasonable wear and to enter into separate contracts with the relevant authorities or corporation for the provision of these servicestear;
(d) At continue in full force and effect without modification all insurance policies relating to its business, except as required by Law or in the expiration or sooner determination Ordinary Course of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1Business;
(e) To place defend and protect all debristhe material properties and assets included in its assets from infringement or usurpation, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags except in the receptacles designated thereforOrdinary Course of Business;
(f) To keep the interior perform all of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including its obligations under all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereofContracts;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data maintain its books and communication centerrecords in accordance with past practice in all material respects;
(h) To permit comply in all material respects with all Laws applicable to the Landlord and conduct of its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works business or the making ownership and use of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s feesits assets;
(i) Forthwith to repair and amend in a proper and workmanlike manner not take or permit any defects in respect action that would cause any of the Demised Premises changes, events or conditions described in Section 4.08 to occur except as required by Venaxis to close the sale of its real property in accordance with the applicable contract for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premisessale;
(j) Upon reasonable notice make all formal securities filings and material supplements, including but not limited to, a Form D filing, blue sky filings and any other filings necessary for a private placement under Reg D and to permit register the Landlord its agents with Venaxis Shares for resale under the Securities Act or without workmen and others to lay and fix in and lead through the Demised Premises all such wiresas otherwise required by Law, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;promptly as practicable; and
(k) To keep clean Between the Demised Premises and be responsible for the locking and securing date of the doors and windows execution of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises this Agreement and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any OrdinanceClosing Date, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-Venaxis shall:
(i) not declare or pay any dividends, or effect any split or reverse split of its securities or similar transaction, other than the alteration or change in the principle activities of the Tenant’s businessReverse Split;
(ii) the alteration of the name of the business of the Tenantnot hire any new employees or give any raises to employees or pay any bonuses or severance amounts to existing employees other than under its currently existing agreements and policies;
(iii) the assignmentuse reasonable and prudent business judgment to generate and conserve as much cash as reasonably practical, transfer, sale, charge or otherwise disposal of the Tenant’s business;including taking reasonable and prudent efforts to reduce its expenses as much as practicable; and
(cciv) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risksnot issue any additional shares, inter aliaoptions, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors phantom shares or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timeswarrants.
Appears in 1 contract
Samples: Investment Agreement (Venaxis, Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord as follows:-
(a) To punctually pay the Rent reserved, the Deposit, and all other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaid;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;Each Dealer will:
(i) Forthwith to keep all Collateral at Permitted Locations and keep all tangible Collateral in good order, repair and amend in a proper operating condition and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premisesinsured as required herein;
(jii) Upon reasonable promptly file all tax returns required by law and promptly pay all taxes, fees, and other governmental charges for which it is liable, including without limitation all governmental charges against the Collateral or this Agreement;
(iii) permit Agent and its designees, without notice, to inspect the Collateral (including, without limitation, each certificate of title or statement of origin issued for Collateral financed by Lenders) during normal business hours and at any other time Agent deems desirable (and such Dealer hereby grants Agent and its designees an irrevocable license to enter such Dealer’s business locations during normal business hours without notice to such Dealer to account for and inspect all Collateral and to examine and copy such Dealer’s books and records related to the Collateral);
(iv) keep complete and accurate records of its business, including inventory, accounts and sales; and permit Agent and its designees to inspect and copy such records upon request;
(v) furnish Agent and Lenders with such additional information regarding the Landlord its agents with Collateral and such Dealer’s business and financial condition as Agent or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord any Lender may from time to time reasonable require reasonably request (including without limitation financial statements and projections more frequently than set forth below) ), as well as any “Know Your Customer” documentation, including without limitation beneficial ownership certification as requested by Agent or Lenders (including upon addition of any new entity to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all this Agreement or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implementedother Loan Document);
(kvi) To keep clean immediately notify Agent of any Material Adverse Effect or any reduction in the Demised Premises and be responsible for the locking and securing aggregate value of the doors and windows Collateral of the Demised Premises at all timesfive hundred thousand dollars ($500,000.00) or more;
(lvii) To alter execute (or cause any window or other displays or merchandise immediately upon notice by third party in possession of Collateral to execute) all documents Agent requests to perfect and maintain the Landlord security interest in the Collateral granted to Agent, on behalf of its reasonable opinion that such displays or merchandise will impair the nameLenders, reputation or standing of the Buildinghereunder;
(mviii) To obtain and maintain upon Agent’s request, at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three continuance of a Default, deliver to Agent immediately upon such request (3and Agent may retain) calendar months immediately preceding the determination each certificate of the Term to permit intending tenants and others with authority from the Landlord title or its duly authorised agents at all reasonable times statement of the day to enter upon and view the Demised Premisesorigin issued for Collateral financed by any one or more Lenders;
(tix) At at all times be duly organized, existing, in good standing, qualified and licensed to do business in each jurisdiction in which the expiration nature of its business or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Termproperty so requires;
(x) To pay for notify Agent of the cost commencement of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premisesany material legal proceedings against such Dealer;
(yxi) To pay comply with all laws, rules and regulations applicable to such deposits Dealer, including without limitation, the USA PATRIOT Act, OFAC, and parking fees FCPA and all laws, rules and regulations relating to import or export controls or anti-money laundering;
(xii) conduct business only under such trade styles and trade names as such Dealer has disclosed to Agent in writing prior to such conduct;
(xiii) permit Eligible Inventory Collateral to be located at, or in-transit domestically to and from, only locations described in Exhibit B to this Agreement (as such Exhibit B may be updated from time to time imposed by with the Landlord or any approval of Agent) and at such other party managing locations in the car park for the United States disclosed to Agent in writing at least fifteen (15) days prior to such Dealer’s use of such location (but excluding the car park space(slocations of any consigned inventory), unless Agent otherwise agrees to such location or consignment in writing (collectively, the “Permitted Locations”); provided that such fifteen (15) provided day notice and Agent approval shall not be required for inventory (including consigned inventory not financed by Agent hereunder) with an aggregate invoice amount of less than five million dollars ($5,000,000.00) located at other locations (including locations outside of the United States, but excluding boat shows) for up to the Tenantthirty (30) days per unit and, provided, further, that such notice shall be reduced to one (1) day and Agent approval shall not be required for inventory (excluding consigned inventory) with an aggregate invoice amount of less than five million dollars ($5,000,000.00) located at boat shows for up to thirty (30) days;
(zxiv) To employprovide to Agent or any Lender, at its own costwhen requested by Agent or such Lender, its own cleaning contractor a copy of such Dealer’s organizational documents, and will provide to Agent or any requesting Lender any subsequent amendments thereto bearing indicia of filing from the Landlordappropriate Governmental Authority, or such other documents verifying such Dealer’s panel of contractors to keep the Demised Premises clean true and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord correct legal name as Agent may request from time to time;
(aaxv) To take permit (i) MarineMax Vacations, Ltd. to hold Eligible Inventory Collateral only with an aggregate invoice amount of not more than two million dollars ($2,000,000.00); provided that such inventory shall at all reasonable precautions times be used by MarineMax Vacations, Ltd. in connection with its charter business or businesses directly related thereto, and (ii) MarineMax KW, LLC to keep finance inventory with Kawasaki only subject to the Demised Premises provisions of Section 6(a)(x); provided, however, that MarineMax KW, LLC shall not finance any inventory with Kawasaki unless (a) the Post-Close Period is in effect, or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require (b) the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may directKawasaki Intercreditor shall be in effect;
(bbxvi) To immediately notify the Landlord by notice in writing in one or more Agent of the following events:-
any Dealer which has not already executed a Vehicle Certification that is (i) principally directed or managed from the alteration State of California or change in the principle activities of the Tenant’s business;
(ii) organized or incorporated under the alteration laws of the name State of New York, has a principal place of business in the State of New York, or does business in the State of the Tenant;New York; and
(iiixvii) within fifteen (15) days following the assignmentClosing Date or such later date as Agent may approve in its sole discretion (“Post-Close Period”), transfer, sale, charge or otherwise disposal of cause Kawasaki to execute and deliver to Agent the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesKawasaki Intercreditor.
Appears in 1 contract
AFFIRMATIVE COVENANTS. The Tenant hereby covenants Borrower shall: (i) have, at the time Borrower acquires rights in the Collateral, absolute title to each Item of Collateral free and clear of all security interests, liens and encumbrances except the security interest of Lender and will defend the Collateral against all claims or demands of all persons other than Lender; (ii) use the Collateral primarily for business purposes as opposed to personal, family or household purposes; (iii) pay all shipping and delivery charges and other expenses incurred in connection with the Landlord Collateral and pay all lawful claims, whether for labor, materials, supplies, rent, assessments, taxes or services, which might or could if unpaid become a lien on the Collateral; (iv) comply with all laws and regulations and rules, all manufacturer’s instructions and warranty requirements, and the conditions and requirements of all policies of insurance relating to the Collateral and its use, and use reasonable care to prevent any portion of the Collateral from being damaged or depreciating at an excessive rate (normal wear and tear excepted); (v) xxxx and identify the Collateral with all information and in such manner as follows:-
Lender may request from time to time and replace promptly any such markings or identification which are removed, defaced or destroyed; (avi) To punctually at any and all times during business hours, grant Lender free access to enter upon the premises wherein the Collateral shall be located or used and permit Lender to audit and inspect the Collateral; (vii) pay when due or reimburse Lender on demand for all costs of collection of any of the Rent reserved, the Deposit, Obligations and all other sums payable under out-of-pocket expenses (including in each case all reasonable attorneys’ fees) incurred by Lender in connection with the creation, perfection, satisfaction, protection, liquidation, Lender: Xxxxx Fargo Equipment Finance, Inc. Borrower: Stellaris LLC Borrower: Xxxxx Construction Group, L.L.C. /s/ Xxxxx Xxxxx /s/ Xxxxxx Xxxxxxxx By By /s/ Xxxx Xxxxxxxx Xxxxx Xxxxx Xxxxxx Xxxxxxxx By Title Vice President Title Chief Financial Officer Xxxx Xxxxxxxx Title Manager Borrower: Rockford Corporation /s/ Xxxx Xxxxxxxx By Xxxx Xxxxxxxx Title Secretary defense or enforcement of Lender’s security interest in the Collateral or the creation, continuance, protection, defense or enforcement of this Agreement and/or in respect or any or all of the Demised Premises Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (viii) maintain a system of accounts established and administered in accordance with generally accepted accounting principles and practices consistently applied; (ix) within forty-five (45) days after the end of each fiscal quarter other than the final fiscal quarter of each fiscal year, deliver to Lender a balance sheet and statement of income as at the end of such quarter, each setting forth in comparative form the corresponding figures for the comparable period in the manner aforesaid;
preceding fiscal year and, within one hundred and twenty (b120) To pay days after the end of each fiscal year, deliver to Lender a balance sheet as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement end of such year and statements of income and cash flows for such year, each setting forth in comparative form the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation corresponding figures for the provision preceding year, in each case prepared in accordance with generally accepted accounting principles and practices consistently applied and certified by Borrower’s chief financial officer as fairly presenting the financial position and results of these services;
(d) At the expiration or sooner determination operations of this AgreementBorrower, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repairand, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claimsyear-end financial statements, actions and legal proceedings whatsoever made upon the Landlord certified by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable independent accounting firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
Lender; (x) To pay for with reasonable promptness, Borrower shall furnish Lender with such other information, financial or otherwise, relating to Borrower or the cost Collateral as Lender shall reasonably request; and (xi) indemnify Lender against all losses, claims, demands, liabilities and expenses of replacing fluorescent tubesevery kind (including, electricity light bulbs and small light component fittings in the Demised Premises;
(ywithout limitation, attorneys’ fees) To pay such deposits and parking fees from time to time imposed by the Landlord arising out of, related to, or any other party managing the car park for the use caused by, an Item or Items of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesCollateral.
Appears in 1 contract
Samples: Master Loan and Security Agreement (Primoris Services Corp)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants with the Landlord as follows:-Applicant will:
(a) To punctually pay the Rent reservedcomply with all New York, the DepositUnited States and non-United States laws, regulations and rules (including all tax, Anti-Money Laundering Laws, Anti-Corruption Laws, Sanctions, foreign exchange and foreign assets control regulations and other sums payable trade-related regulations) and letter of credit customs and practice now or later applicable to a Credit, transactions related to a Credit, or Applicant’s execution, delivery and performance under this Agreement and/or in respect and deliver to Issuer, upon reasonable request, satisfactory evidence of the Demised Premises in the manner aforesaidsuch compliance;
(b) To pay as conduct the Offer at all times in compliance with the terms and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement conditions of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the BuildingOffer Documents;
(c) To pay all charges for electricity, water, telephone, sewerage permit Issuer to inspect Applicant’s books and any other services supplied to or consumed separately records on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these servicesreasonable notice;
(d) At the expiration or sooner determination of this Agreementpreserve and maintain Applicant’s existence, to peaceably surrender rights, franchises and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1business operations;
(e) To place except as otherwise expressly permitted under the Facility Documents, (i) maintain and preserve its existence as a sociedad limitada and all debrismaterial rights, wastes, disposable items, garbage privileges and rubbish securely wrapped in waterproof bags franchises necessary or desirable in the receptacles designated therefornormal conduct of its business and (ii) perform (to the extent not excused by force majeure events or the non-performance of the other party), all of its material contractual obligations under the Facility Documents, the Cobra Irrevocable Agreement and all other agreements and contracts by which it is bound;
(f) To keep maintain adequate books, accounts and records and prepare all financial statements required under the interior Facility Documents in accordance with Spanish GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction thereof, and permit each of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property employees or agents of the Landlord in Issuer during business hours and upon reasonable prior notice to inspect all Applicant’s and belonging Applicant’s subsidiaries’ properties, to the Demised Premises examine or audit all of Applicant’s books, accounts and the water closets lavatories records and conveniences of which the Tenant has the exclusive use in good make copies and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect memoranda thereof;
(g) To use file, as and when due, all tax returns and shall pay, or cause to be paid, as and when due and prior to delinquency, all taxes, assessments and governmental charges of any kind that may at any time be lawfully assessed or levied against or with respect to Applicant; provided, that Applicant may contest in good faith any such taxes, assessments and other charges and, in such event, may permit the Demised Premises taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when Applicant is in good faith contesting the same, so long as (i) reasonable reserves have been established in an amount sufficient to pay any such taxes, assessments or other charges, accrued interest thereon and potential penalties or other costs relating thereto, or other adequate provision for the purpose payment thereof shall have been made; (ii) enforcement of an administrative office but not limited the contested tax, assessment or other charge is effectively stayed for the entire duration of such contest; and (iii) any tax, assessment or other charge determined to administrationbe due, computertogether with any interest or penalties thereon, data and communication centeris paid when due after resolution of such contest;
(h) To permit at its expense, within such time as may be required by applicable law comply, or cause compliance in all material respects, with all legal requirements applicable to Applicant, except that Applicant may, at its expense, contest by appropriate proceedings conducted in good faith the Landlord and its agents with validity or without workmen and with application of any such legal requirements provided that (i) none of Issuer, Aval Provider or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or any Credit Party would be subject to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made criminal liability for failure to comply with therewith; and (ii) all proceedings to enforce such legal requirements against the Tenant’s covenants to repair herein contained Issuer, Aval Provider, or any Credit Party, shall have been duly and require effectively stayed during the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service entire pendency of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s feescontest;
(i) Forthwith cause to repair be maintained at all times, and amend in a proper provide evidence reasonably acceptable to Issuer that availability exists, minimum availability under Backstop Agreements as follows: (1) no less than US$400,000,000 under the Revolver and workmanlike manner any defects in respect of (2) no less than US$500,000,000 under the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised PremisesSponsor Line;
(j) Upon reasonable notice if at any time after the Effective Date, the Applicant agrees to permit limitations on Indebtedness, limitations on liens or financial covenants, in the Landlord its agents with or without workmen and others to lay and fix in and lead through documentation evidencing any other Indebtedness of the Demised Premises all such wiresApplicant, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of which are more stringent or restrictive than the limitations or financial covenants in this Agreement, or, with respect to the Santander Facility, any covenants more favorable to the lender under such wiresfacility, cablesthen, ducts at Issuer’s option (which may be exercised at any time), this Agreement will be deemed automatically amended so that Issuer also shall benefit from such more stringent or restrictive limitations and pipes unless if financial covenants, or with respect to the Santander Facility, any such works may severely disrupt the operation covenants, such that a breach of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises more stringent or restrictive limitations and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window financial covenants or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all times.covenants
Appears in 1 contract
Samples: Continuing Agreement for Letters of Credit (TerraForm Power, Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants During the period from the date of this Agreement to the Effective Time, except as expressly provided in this Agreement or with the Landlord as follows:-prior written consent of FCAL and FCB, which consent shall not be unreasonably withheld, PSBK will:
(aA) To punctually pay the Rent reservedoperate its businesses, the Deposit, and all other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaid;
(b) To pay as usual, regular and when required by the Landlord an additional sum over ordinary course of business; use commercially reasonable efforts to preserve intact their business organization, employees and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises advantageous customer relationships and to enter into separate contracts with continue to develop such customer relationships and retain the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord services of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain officers and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their key employees;
(pB) To comply with all such requirements maintain and keep its properties in as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force good repair and any orders rules regulations or notice made thereundercondition as at present except for obsolete properties and for deterioration due to ordinary wear and tear;
(qC) To comply with the provisions for the healthmaintain in full force and effect insurance comparable in amount and scope of coverage to that now maintained by it; Table of Contents
(D) perform in all material respects all of its obligations under contracts, safety leases and welfare of persons employed obligations relating to work and affecting its assets, properties and businesses except such obligations as it may in the Demised Premises laid down by any law and any regulations thereunder for the time being in forcegood faith reasonably dispute;
(rE) To be responsible for maintain its rights and to indemnify franchises; and save harmless voluntarily take no action which would (i) result in PSBK incurring material losses; (ii) adversely affect the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part ability of the Building parties to obtain any Regulatory Approval or any adjacent other approvals of Governmental Entities required for the transactions contemplated hereby or neighbouring premises materially increase the period of time necessary to obtain such approvals, or (iii) adversely affect its ability to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant perform its covenants and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein agreements under this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised PremisesAgreement;
(tF) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be maintain PSBK’s ALLL substantially in accordance with the covenants of the Tenant herein this Agreement contained past practices and with all locks methodology and keys complete GAAP (providing however, that any changes in practices or at the request of the Landlord methodology shall be attributable to restore the Demised Premises to as near to accounting or GAAP changes, or changes required by its original state at the commencement of the tenancy hereby created as is possibleBank Regulators, only);
(uG) To redecorate charge off all loans, leases and to repaint other assets, or portions thereof, deemed uncollectible or classified as “loss” in accordance with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises GAAP or applicable law or regulation, or as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the soonerdirected by its Bank Regulators;
(vH) To employ competent persons, a reliable firm give notice to and consult with FCAL prior to hiring any employees or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooringindependent contractors;
(wI) To keep give notice to and consult with FCAL before acquiring any security or investment for the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the TermPSBK investment portfolio with a term of over one year;
(xJ) To pay for the cost of replacing fluorescent tubessubstantially comply with and perform all material obligations and duties imposed upon it by all federal and state laws, electricity light bulbs statutes and small light component fittings in the Demised Premises;rules, regulations and orders imposed by any Governmental Entity applicable to its business; and
(yK) To pay such deposits use commercially reasonable efforts to maintain loan classification policies and parking fees procedures in accordance with industry best practices consistent with past practice and, from time to time imposed by and after the Landlord or any other party managing the car park for the use date of the car park space(s) provided this Agreement to the Tenant;
(z) To employClosing Date, at its own costprovide FCAL and FCB by no later than the 21st day of each month, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean a written report setting forth all loans classified as “Substandard,” “Doubtful,” “Loss and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all times“Other Loans Especially Mentioned.”
Appears in 1 contract
Samples: Agreement and Plan of Merger (First California Financial Group, Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby Maker covenants with and agrees that it shall, until the Landlord as follows:-Obligations (other than contingent indemnification obligations) have been paid in full:
(a) To punctually pay the Rent reservedMaintain all "equipment" (as defined in Exhibit A) in good repair and condition, the Depositnormal wear and tear and casualty losses excepted, and shall provide all other sums payable under this Agreement and/or in respect of maintenance and service and make all repairs and replacements as necessary for such purposes. All equipment, and accessories, parts and replacements that are added to or become attached to the Demised Premises equipment, shall immediately without further action be deemed incorporated in the manner aforesaid;"equipment" and subject to the security interest granted to Holder in this Promissory Note and Security Agreement.
(b) To pay At Maker's own expense, obtain and maintain all-risk insurance covering the "inventory" and "equipment" (as and when required by the Landlord an additional sum over and above the Rent hereby reserved defined in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum Exhibit A) for its full replacement value. The insurance shall be a sum proportionate in form and substance, and with companies, reasonably satisfactory to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;Holder.
(c) To pay Be privileged, prior to the occurrence and during the continuance of an Event of Default, to collect "accounts," "chattel paper," "instruments," "general intangibles," "investment property" and "documents" (as defined in Exhibit A and collectively referred to herein as "Collection Collateral"), and until otherwise notified by Holder upon or after the occurrence and during the continuance of an Event of Default, Maker shall at Maker's sole cost and expense maintain and administer at all charges for electricity, water, telephone, sewerage times current and any other services supplied to or consumed separately on complete books and records of the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;Collection Collateral.
(d) At the expiration or sooner determination of this AgreementGive Holder prompt (but in any event, to peaceably surrender and yield up unto the Landlord the whole within three (3) Business Days) written notice of the Demised Premises commencement of, or the threat by any person to commence, any action (including self-help) or proceeding for the purpose of enforcing or protecting any actual or alleged lien upon or security interest in any of the Collateral, and every part thereof in good and substantial repairincluding any foreclosure, order and condition in all respects (having regard to their condition at repossession, attachment, execution or other process regarding any of the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;Collateral.
(e) To place all debrisGive Holder prompt (but in any event, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;within three (3) Business Days) written notice of any Default.
(f) To keep At any time and from time to time, at the interior expense of Maker, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Holder may reasonably request, in order to perfect and protect the Demised Premises including the flooring security interest granted or purported to be granted hereby or to enable Holder to exercise and interior plaster enforce its rights and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging remedies hereunder with respect to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;Collateral.
(g) To use Comply with all applicable laws to the Demised Premises for extent necessary to ensure that non-compliance with such applicable laws would not, individually or in the purpose of an administrative office but not limited aggregate, reasonably be expected to administration, computer, data and communication center;have a material adverse effect on Maker’s ability to pay the Obligations.
(h) To permit the Landlord Take all such further actions and its agents with or without workmen execute all such further documents and with or without appliances instruments as Holder may at all reasonable times and upon reasonable notice any time reasonably determine to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work be necessary to be made to comply with further carry out and consummate the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice transactions contemplated by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesPurchase Agreement.
Appears in 1 contract
Samples: Convertible Promissory Note and Security Agreement (Medicine Man Technologies, Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby Borrower covenants and agrees that, from the date hereof and until payment in full and/or forgiveness of the principal of, and interest on, the Note, the Borrower will:
Section 4.1. Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, rights, licenses, permits and franchises and comply with all laws and regulations applicable to it, except for such failures to be in compliance which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial condition or operation of the Borrower; at all times maintain, preserve and protect all franchises and trade names.
Section 4.2. Comply in all material respects with all applicable laws and regulations, whether now in effect or hereafter enacted or promulgated by any governmental authority having jurisdiction over the Borrower.
Section 4.3. Comply in all material respects with the Landlord Authorization, Paycheck Protection Program Rule and CARES Act and any and all obligations, requirements and regulations promulgated thereunder or in connection therewith.
Section 4.4. Promptly furnish to the Lender, from time to time, such information regarding the operations, assets, business, affairs and financial condition of the Borrower as follows:-the Lender may reasonably request.
Section 4.5. At reasonable times and with reasonable prior notice, permit Lender or the agents or representatives of the Lender to inspect its books and records and to make abstracts or reproductions thereof as reasonably required by Lender.
Section 4.6. Promptly advise the Lender of any material adverse change in its condition, financial or otherwise, or of the occurrence of any Event of Default by the Borrower of the type described in Article VI hereof, or of the occurrence of any event which upon notice or lapse of time or both would constitute such an Event of Default.
Section 4.7. At any time, from time to time, upon request by the Lender or its agent, fully cooperate with the Lender to (a) To punctually pay correct any defect, error or omission in any document prepared in co11llection with the Rent reserved, the DepositLoan, and all other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaid;
(b) To pay execute or re-execute of any documents as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;
(i) Forthwith to repair and amend in a proper and workmanlike manner any defects in respect of the Demised Premises for which the Tenant is liable and of which written notice shall be given to the Tenant or left at the Demised Premises;
(j) Upon reasonable notice to permit the Landlord its agents with or without workmen and others to lay and fix in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implemented;
(k) To keep clean the Demised Premises and be responsible for the locking and securing of the doors and windows of the Demised Premises at all times;
(l) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing of the Building;
(m) To obtain and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition Lender to ensure that such employees agents and invitees the documentation of the Tenant do not enter upon any part loan conforms to the intent of the Building other than the Demised Premises parties and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use requirements of the LandlordLender’s employees and or other tenants of the Building and their employees;
(p) To policies. The Borrower further agrees to comply with all such requirements as may be imposed on an occupier requests by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
the Lender within thirty (q30) To comply with days from the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part date of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence mailing of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained correction requests by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the sooner;
(v) To employ competent persons, a reliable firm or company acceptable to the Landlord to regularly clean the Demised Premises including the maintenance of the flooring;
(w) To keep the stock-in-trade and other fixtures belonging to the Tenant affixed to the Demised Premises insured against loss or damage by fire from time to time during the Term;
(x) To pay for the cost of replacing fluorescent tubes, electricity light bulbs and small light component fittings in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignment, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timesLender.
Appears in 1 contract
Samples: Loan Agreement (AstroNova, Inc.)
AFFIRMATIVE COVENANTS. The Tenant hereby covenants During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Omaha agrees (except to the extent that Bristol will otherwise consent in writing), to carry on its business in the usual regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use all commercially reasonable efforts consistent with past practice and policies to preserve intact Omaha's present business organizations, keep available the Landlord as follows:-
(a) To punctually pay the Rent reservedservices of its present officers and key employees and preserve their relationships with guests, the Depositcustomers, suppliers, licensors, licensees and others having business dealings with it, and all other sums payable under this Agreement and/or in respect of the Demised Premises in the manner aforesaid;
(b) To pay as and when required by the Landlord an additional sum over and above the Rent hereby reserved in respect of any increase in municipal or other taxes or assessment or property tax or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the commencement of the Tenancy hereby granted, such additional sum shall be a sum proportionate to what the floor area of the Demised Premises together with the car parks which may have been allotted to the Tenant his employees or agents bears to the total floor area of the Building;
(c) To pay all charges for electricity, water, telephone, sewerage and any other services supplied to or consumed separately on the Demised Premises and to enter into separate contracts with the relevant authorities or corporation for the provision of these services;
(d) At the expiration or sooner determination of this Agreement, to peaceably surrender and yield up unto the Landlord the whole of the Demised Premises and every part thereof in good and substantial repair, order and condition in all respects (having regard to their condition at the commencement of this Agreement) and clean and free from rubbish (damage by fire, flood, lightning, xxxxx, xxxxxxx, act of God, war and reasonable wear and tear only excepted) and with all keys complete. If the Tenant shall fail to observe these covenants, the Landlord shall carry out necessary works and repairs to restore the Demised Premises to a state and condition acceptable to the Landlord and the costs incurred thereby shall be deducted from the Deposit. Should the Deposit be inadequate for this purpose, the Tenant shall pay to the Landlord, on demand, all sums due and owing under this Clause 5.1;
(e) To place all debris, wastes, disposable items, garbage and rubbish securely wrapped in waterproof bags in the receptacles designated therefor;
(f) To keep the interior of the Demised Premises including the flooring and interior plaster and other surface material on walls and ceilings and the Landlord’s fixtures therein including all windows glass shutters locks fastenings keys electric wiring and fittings and other fixtures the property of the Landlord in upon and belonging to the Demised Premises and the water closets lavatories and conveniences of which the Tenant has the exclusive use in good and tenantable repair and condition (fair wear and tear and damage by fire, xxxxx, xxxxxxx, riot and any other cause beyond the Tenant’s control excepted save in the case of fire where the insurance moneys are rendered irrecoverable in consequence of the act or default of the Tenant) to the reasonable satisfaction of the Landlord and any other appropriate authority and the Tenant shall be wholly responsible therefore and shall fully indemnify the Landlord if found legally liable against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;
(g) To use the Demised Premises for the purpose of an administrative office but not limited to administration, computer, data and communication center;
(h) To permit the Landlord and its agents with or without workmen and with or without appliances at all reasonable times and upon reasonable notice to enter upon the Demised Premises and to view the condition thereof and to take inventories of the Landlord’s fixtures therein and to do structural or external repairs on the Demised Premises or to other portions of the Building of which they may form a part or to any contiguous building not conveniently accessible otherwise than from or through the Demised Premises, the Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be made to comply with the Tenant’s covenants to repair herein contained and require the Tenant forthwith to execute such repairs or works or make such replacement and if the Tenant shall not within ten (10) days after service of such notice proceed diligently with the execution of such repairs or works or the making of such replacements then it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or works or make such replacement and the costs thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action such debt shall include the Landlord’s surveyor’s or architect’s fees;will:
(i) Forthwith to Manage, operate, repair and amend maintain the Hotel Real Property (including the Hotels) in a proper the same manner as it managed, operated, repaired and workmanlike manner any defects in respect of maintained the Demised Premises for which the Tenant is liable and of which written notice shall be given same prior to the Tenant or left at date hereof and will keep the Demised PremisesHotel Real Property in its present state of repair subject to normal wear and tear, exercising the same degree of care in such matters as Omaha has previously exercised;
(jii) Upon reasonable notice to permit the Landlord its agents with or without workmen Keep in full force and others to lay effect all existing fire, casualty, liability, and fix extended coverage and other insurance policies which are presently in and lead through the Demised Premises all such wires, cables and ducts for electricity and air-conditioning installation and pipes for water, gas, waste and sewage as the Landlord may from time to time reasonable require to be laid and fixed in and lead through the Demised Premises and effect for the general purposes of repairing removing and replacing all or any of such wires, cables, ducts and pipes unless if such works may severely disrupt the operation of the Tenant, the Landlord shall consult the Tenant before such works are implementedHotel Real Property;
(kiii) To keep clean the Demised Premises and be responsible for the locking and securing Use its best efforts to renew all of the doors licenses and windows permits applicable to the Hotel Real Property and will notify Bristol at least thirty (30) days prior to the expiration date or threatened cancellation date of the Demised Premises at all timesany license or operating permit;
(liv) To alter any window or other displays or merchandise immediately upon notice by the Landlord of its reasonable opinion that such displays or merchandise will impair the name, reputation or standing Comply with all terms and provisions of the Building;
(m) To obtain Material Agreements in a timely manner, including without limitation, the core modernization and maintain at the Tenant’s own expense all licences, permits, registration, approvals and other consents for the conduct of the permitted business;
(n) To observe and conform to all reasonable rules regulations and instructions as may from time to time be made by the Landlord or its duly authorised agents for the proper management of the Building and notified by the Landlord or its duly authorised agent to the Tenant;
(o) To cause all the employees, agents and invitees of the Tenant to conduct themselves so as to accord with the reasonable rules and regulations prescribed by the Landlord or its duly authorised agent for the proper management of the Building and in addition to ensure that such employees agents and invitees of the Tenant do not enter upon product improvement plan requirements under any part of the Building other than the Demised Premises and the common entrance and all hall ways leading thereto or to toilets or other facilities made available by the Landlord for the use of the Landlord’s employees and or other tenants of the Building and their employees;
(p) To comply with all such requirements as may be imposed on an occupier by any Ordinance, Act of Parliament, Enactment, By-Laws now or hereafter in force and any orders rules regulations or notice made thereunder;
(q) To comply with the provisions for the health, safety and welfare of persons employed to work in the Demised Premises laid down by any law and any regulations thereunder for the time being in force;
(r) To be responsible for and to indemnify and save harmless the Landlord against and from all damage however caused occasioned to the Demised Premises or any other part of the Building or any adjacent or neighbouring premises or to any person caused by any act omission default or negligence of the Tenant or the employees, agents or licensees of the Tenant and to pay and make good to the Landlord all and every loss and damage whatsoever and however caused incurred or sustained by the Landlord as a consequence of any breach non-observance or non-performance of the Tenant’s covenants herein this Agreement contained and to save harmless and indemnify the Landlord’s estate and effects from and against all actions demands claims liabilities cost and expenses thereby arising; ,
(s) At any time during the three (3) calendar months immediately preceding the determination of the Term to permit intending tenants and others with authority from the Landlord or its duly authorised agents at all reasonable times of the day to enter upon and view the Demised Premises;
(t) At the expiration or earlier determination of the term hereby created to yield up the Demised Premises and all fixtures, fittings, fastenings or appertaining thereto in such good and tenantable repair as shall be in accordance with the covenants of the Tenant herein this Agreement contained and with all locks and keys complete or at the request of the Landlord to restore the Demised Premises to as near to its original state at the commencement of the tenancy hereby created as is possible;
(u) To redecorate and to repaint with at least two (2) coats of good quality emulsion paint all those parts of the Demised Premises as may be emulsion painted or painted as the case may be once in every three (3) years or during the last year of the Tenancy whichever shall be the soonerfranchise agreement;
(v) To employ competent personsUse its best efforts to obtain all the Required Consents, a reliable firm or company acceptable Omaha Authorizations and estoppel letters from all Governmental Entities and all third parties to the Landlord Material Agreements, including lenders and franchisors, as required by Bristol prior to regularly clean the Demised Premises including the maintenance end of the flooringDue Diligence Period (and in any event prior to the Effective Time);
(wvi) To keep the stock-in-trade Use reasonable efforts to complete all core modernization and other fixtures belonging product improvement plan requirements to the Tenant affixed satisfaction of the applicable franchisor prior to the Demised Premises insured against loss or damage Effective Time ( unless Bristol otherwise instructs Omaha by fire from time to time during the Term;written notice); and
(xvii) To pay for Use reasonable efforts to facilitate the cost closing of replacing fluorescent tubes, electricity light bulbs and small light component fittings the Great Bend Purchase Agreement. Omaha will promptly notify Bristol of any event or occurrence not in the Demised Premises;
(y) To pay such deposits and parking fees from time to time imposed by the Landlord or any other party managing the car park for the use ordinary course of the car park space(s) provided to the Tenant;
(z) To employ, at its own cost, its own cleaning contractor from the Landlord’s panel of contractors to keep the Demised Premises clean and the Tenant shall ensure that the contractors shall comply with all reasonable directions, rules and regulations laid down by the Landlord from time to time;
(aa) To take all reasonable precautions to keep the Demised Premises or any part thereof free of termites, rats, mice, cockroaches or any other pests or vermin and animals. The Landlord may require the Tenant to employ at the Tenant’s cost such pest extermination contractors as the Landlord may nominate and at such reasonable intervals as the Landlord may direct;
(bb) To notify the Landlord by notice in writing in one or more of the following events:-
(i) the alteration or change in the principle activities of the Tenant’s business;
(ii) the alteration of the name of the business of the Tenant;
(iii) the assignmentOmaha, transfer, sale, charge or otherwise disposal of the Tenant’s business;
(cc) To take and maintain sufficient and adequate insurance coverage with reputable insurance companies covering the risks, inter alia, the Tenant’s goods and property, the Landlord’s Fixtures and Fittings, plate glasses, public liability, fire and any other claims in respect of any injuries caused to any employees, visitors or invitees or persons lawfully present in the Demised Premises. The Tenant shall submit copies of the aforesaid insurance policies to the Landlord and shall keep the Landlord notified in the event of cancellation or modification and renewal of the said policies of insurance. Provided always where necessary, the Landlord may at its discretion require the Tenant to increase the scope and amount of such insurance coverage;
(dd) To be responsible for the locking and securing of all doors and windows of the Demised Premises at all timeswhich could have a Material Adverse Effect on Omaha.
Appears in 1 contract
Samples: Merger Agreement (Bristol Hotel Co)
