Assignee’s Covenants. Assignee hereby covenants and agrees that: (a) Assignee shall not challenge the enforceability of any provision or requirement of the Development Agreement; (b) Assignee shall not sue the City in connection with any and all disputes between Assignor and Assignee arising from this Assignment or the Development Agreement, including any failure to complete all or any part of the Project by any party; and (c) Assignee shall indemnify the City and its officers, agents and employees from, and if requested, shall defend them against any and all Losses resulting directly or indirectly from any dispute between Assignor and Assignee arising from this Assignment or the Development Agreement.
Assignee’s Covenants. Assignee covenants to the Successor Entities as follows:
(a) Assignee hereby confirms that it: (i) has received a copy of the Plan and Plan Documents; (ii) has read and understood the Plan and Plan Documents; (iii) agrees to assume the Tendered Securities subject to the Plan and Plan Documents and subject to any restrictions, covenants, or limitations imposed thereby, including without limitation any transfer restrictions the Plan and Plan Documents impose on said securities; and (iv) agrees to be bound by the Plan and Plan Documents and adhere to their terms and conditions, as such may apply to Assignee or the Tendered Securities.
(b) Assignee agrees that the Tendered Securities may not be transferred, sold, assigned, pledged or otherwise disposed of except pursuant to the terms of the Plan and Plan Documents, and may not be transferred, sold, assigned, pledged or otherwise disposed of for a period of one (1) year from the Effective Date, except to an Affiliate of Assignee.
(c) Assignee and its owners covenant not to participate in a Change of Control Transaction for a period of one (1) year from the Effective Date. For purposes of this subsection, a “Change of Control Transaction” means the sale of all or substantially all the assets of an entity; any merger, consolidation or acquisition of an entity with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent (50%) of the voting interests of an entity in one (1) or more related transactions, except in each case to or with an Affiliate of such entity.
Assignee’s Covenants. (a) The Assignee covenants with the Assignor that:
(i) it will at all times during the balance of the Term of the Lease pay the Rent and observe and perform the terms, covenants and conditions contained in the Lease respectively reserved and contained on the part of the Tenant therein to be observed and performed.
(ii) it will indemnify and save harmless the Assignor from all actions, suits, costs, losses, charges, demands and expenses for and in respect of any such non- payment, non-observance or non-performance.
(b) The Assignee hereby covenants and agrees with the Landlord that:
(i) it will at all times during the balance of the Term of the Lease pay the Rent reserved by the Lease and all other payments covenanted to be paid by the Tenant therein and at the times and in the manner provided for in the Lease, and will observe and perform all of the terms, covenants and conditions contained in the Lease on the part of the Tenant therein to be observed and performed as and when the same are required to be observed and performed as provided by the Lease.
(ii) it will indemnify and save harmless the Landlord from all actions, suits, costs, losses, charges, demands and expenses for and in respect of any such non-payment or non-observance or non-performance. The Assignee acknowledges that it has received a copy of the executed Lease and is familiar with the terms, covenants and conditions contained therein.
Assignee’s Covenants. (a) The Assignee covenants with the Assignor that it will at all times during the balance of the Term of the Lease from and including the Effective Date pay the Rent and observe and perform the terms, covenants and conditions contained in the Lease respectively reserved and contained on the part of the tenant therein to be observed and performed, in each case occurring on or after the Effective Date, including, without limitation, the provisions of the Lease relating to the permitted use of the Premises, and indemnify and save harmless the Assignor from all actions, suits, costs, losses, charges, damages and expenses for or in respect thereof from and including the Effective Date.
(b) The Assignee hereby covenants and agrees with the Landlord that it will at all times during the balance of the Term of the Lease from and including the Effective Date pay the Rent reserved by the Lease and all other payments covenanted to be paid by the tenant therein in each case occurring on or after the Effective Date, and at the times and in the manner provided for in the Lease, and will observe and perform all of the terms, covenants and conditions contained in the Lease on the part of the tenant therein to be observed and performed as and when the same are required to be observed and performed as provided by the Lease, including, without limitation, the provisions of the Lease relating to the permitted use of the Premises, from and including the Effective Date.
Assignee’s Covenants. The Assignee covenants with the Landlord as from the date of the deed of transfer or assignment authorised by this Deed throughout the residue of the Lease Term or until released pursuant to the 1995 Act:
4.1 to pay all moneys payable under the Lease (including any arrears); and
4.2 to perform and observe the tenant’s covenants and conditions in the Lease; and
4.3 if the Guarantee shall end solely as a result of effluxion of time pursuant to the provisions of clause 3(a) of the Guarantee to procure that on or before 29 September 2011 (as to which time shall be of the essence) a guarantee or guarantees on the same terms as the Guarantee (mutatis mutandis) but for the unexpired residue of the Lease Term and in a sum equal to the aggregate of eighteen (18) months’ worth of Principal Rent for the time being payable under the Lease plus an amount equal to VAT at the standard rate for the time being thereon shall be issued in favour of the Landlord by a Clearing Bank; and
Assignee’s Covenants.
(a) Assignee hereby confirms that it: (i) has received a copy of the Plan and Plan Documents; (ii) has read and understood the Plan and Plan Documents; (iii) agrees to assume the Tendered Securities subject to the Plan and Plan Documents and subject to any restrictions, covenants, or limitations imposed thereby, including without limitation any transfer restrictions the Plan and Plan Documents impose on said securities; and (iv) agrees to be bound by the Plan and Plan Documents and adhere to their terms and conditions, as such may apply to Assignee or the Securities.
(b) Assignee agrees that the Tendered Securities may not be transferred, sold, assigned, pledged or otherwise disposed of except pursuant to the terms of the Plan and Plan Documents, and may not be transferred, sold, assigned, pledged or otherwise disposed of for a period of one year from the Effective Date, except to an Affiliate of Assignee.
(c) Assignee and its owners covenant not to participate in a Change of Control Transaction for a period of one year from the Effective Date. For purposes of this subsection, a “
Assignee’s Covenants. (a) The Assignee hereby accepts the foregoing assignment and covenants with the Assignor that the Assignee shall and will from time to time during all of the residue of the term granted by the Master Development Agreement and every renewal thereof, perform the obligations, agreements and covenants on the part of the Assignor contained in the Master Development Agreement to be performed, and indemnify and save harmless the Assignor therefrom and from all actions, suits, costs, losses, charges, damages and expenses for or in respect thereof; provided however that the Assignee shall not be required to perform those obligations set out in clauses of the Master Development Agreement;
(b) The Assignee hereby covenants and agrees with the City that:
Assignee’s Covenants. Assignee hereby represents and warrants to, and covenants with Assignor as follows:
a. Assignee understands that (a) neither the Assets, nor any interest therein or evidence thereof, has been registered or qualified under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or any other jurisdiction, and (b) the Assignor is not required, and does not intend, to so register or qualify the Assets.
b. Assignee is a substantial, sophisticated investor having such knowledge and experience in financial and business matters, and in particular in matters relating to the purchase, sale, origination or ownership of notes and loan participations such as the Assets, that it is capable of evaluating the merits and risks of investment in the Assets and understands and is able to bear the economic risks of such an investment (including a total loss of its investment and the risk that Assignee might be required to hold the Assets for an indefinite period of time).
c. Assignee is acquiring the Assets for investment, for its own account, and not for or on account of any other person or entity, and not with a view to or for sale in connection with a distribution within the meaning of §5 of the Securities Act.
d. Assignee has been furnished with, and has had an opportunity to review and understands, all information relating to the Assets as has been requested and as is considered necessary by Assignee, and has had all questions arising from or relating to such review answered to the satisfaction of Assignee.
e. Neither Assignee nor anyone acting on its behalf has (i) offered, transferred, pledged, sold or otherwise disposed of any of the Assets (or any interest therein or evidence thereof), or (ii) solicited any offer to buy or accept a transfer, pledge or other disposition of any of the Assets (or any interest therein or evidence thereof) from, or (iii) otherwise approached or negotiated with respect to any of the Assets (or any other interest therein or evidence thereof) with any person or entity in any manner, or taken any other action that would constitute a distribution under, or render the disposition to Assignee or the disposition by Assignee to any other party of any of the Assets (or any interest therein or evidence thereof) a violation of the Securities Act or of any other securities law or require registration or qualification pursuant thereto, nor will it act, nor has it authorized or will it authorize any person or en...
Assignee’s Covenants. (a) Assignee hereby covenants and agrees with Assignor that Assignee will keep confidential in all respects the terms and provisions hereof.
(b) Assignee agrees to immediately assume all obligations with respect to federal and state income tax informational reporting for the period after the Effective Date including obligations with respect to Forms 1099 and 1098 and back-up withholding. Assignee further agrees to cooperate with Assignor to the extent necessary to allow Assignor to fulfill its obligations it may have with respect to such informational reporting for the Note for the period prior to the date of this Agreement.
(c) Assignee agrees not to violate any law relating to privacy or unfair collection practices in connection with the Note purchased by Assignee hereunder. ASSIGNEE FURTHER AGREES TO INDEMNIFY ASSIGNOR AND HOLD ASSIGNOR HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, PENALTIES, FINES, FORFEITURES, JUDGMENTS, LEGAL FEES AND OTHER COSTS, FEES AND EXPENSES AT ANY TIME INCURRED BY ASSIGNOR AS A RESULT OF (i) ASSIGNEE'S BREACH OF THE AFORESAID AGREEMENT OR (ii) ANY ACTS OR OMISSIONS OF ASSIGNEE RESULTING IN ANY CLAIM, DEMAND OR ASSERTION THAT ASSIGNOR, SUBSEQUENT TO THE DATE OF THIS AGREEMENT, WAS IN ANY WAY INVOLVED IN OR HAD IN ANY WAY AUTHORIZED ANY UNLAWFUL COLLECTION PRACTICES IN CONNECTION WITH THE NOTE OR THE OTHER LOAN DOCUMENTS. Each party agrees to notify the other within ten (10) days of receiving notice or knowledge of any such claim, demand or assertion.
(d) From and after the date of this Agreement, Assignee shall assume all of Assignor's obligations and duties with respect to servicing the Note purchased hereunder and shall service the Note in accordance with commercially reasonable standards and applicable law.
(e) Assignee warrants, represents and agrees that Assignee will not institute any legal action in the name of Assignor or continue to prosecute or defend in the name of Assignor any pending legal action; nor shall Assignee intentionally or unintentionally, through misrepresentation or nondisclosure, mislead any person as to, or conceal from any person, the identity of Assignee of the Note purchased pursuant to this sale; nor shall Assignee use or refer to the names Texas Commerce Bank National Association, Chase Bank of Texas, National Association, The Chase Manhattan Bank, JPMorgan Chase Bank or any name derived therefrom or confusingly similar therewith to promote Assignee's marketing, adverti...
Assignee’s Covenants. The Assignee covenants with the Assignor [which expression includes the Association in the Sub Clauses of Clause 10 where ever the context so admits] and admits and accepts that:
10.1.1 Assignee Aware of and Satisfied with Common Portions and Specifications: The Assignee, upon full satisfaction and with complete knowledge of the Common Portions, Specifications and all other ancillary matters, is entering into this Agreement. The Assignee has examined and is acquainted with the Building/s at the said premises to the extent already constructed and has agreed that the Assignee shall neither have nor shall claim any right over any portion of the Buildings save and except the Said Flat And Appurtenances.
