Assignor's Covenants. Each Assignor covenants and agrees that until the Obligation is paid and performed in full:
4.1 No Assignor will cause, permit, or consent to (i) any amendment or modification to the LLC Agreement in effect as of the date of this Agreement, or (ii) any issuance, transfer, or other change in the ownership of the membership interests in the Company;
4.2 Each Assignor will pay and discharge promptly when due all taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by such Assignor with respect to (or which, if not paid, could result in an encumbrance upon) any of the Membership Interests, except as otherwise permitted by the terms of the Loan Agreement. In the event that Assignor should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Loan Agreement), then Lender shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all rights of any Person by reason of such payment, and the amounts so paid, together with interest thereon as provided herein, shall be added to the Obligation;
4.3 No Assignor will sell, transfer, mortgage, or otherwise encumber any Membership Interests in any manner without first obtaining the written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance;
4.4 Each Assignor will, at his expense and in such manner and form as Lender may from time to time reasonably require, execute, deliver, file, and record any specific assignment or other instruments, financing statements, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time to time reasonably request, in order to preserve, protect, and enforce this Agreement and to enable Lender to exercise and enforce its rights hereunder with respect to any of the Membership Interests. In the event, for any reason, that the law of any jurisdiction other than the State of Texas becomes or is applicable to the Membership Interests, or any part thereof, each Assignor agrees to execute and deliver all such instruments and to do all such other things that m...
Assignor's Covenants. 6.1 The Assignor hereby agrees and undertakes irrevocably and unconditionally that as on the date of this Agreement with reference to the facts and circumstances then existing:-
(a) It shall execute, at the cost of the Assignee, such further documents, deeds and writings and to do such further acts, deeds or things as may be necessary or required (as per the Applicable Law) to carry out and complete the transactions contemplated herein, and in the Transaction Documents, including any actions that may need to be taken on account of any change in Applicable Law and filing of all requisite forms in this behalf; however, such costs shall relate only to the original documents and shall not include the expenses to be incurred by the employees of the Assignor Bank in relation to the transaction;
(b) it shall, at the cost of the Assignee, reasonably co-operate with the Assignee in any legal proceedings that may be necessary or incidental to the enforcement of the Loans or the underlying Security Interests, pledges and / or guarantees and will co-operate in any recovery proceedings with the Assignee through courts or otherwise;
(c) it shall make available to the Assignee, on request, all evidence (if any available, under the control and possession of the Assignor) required by the Assignee in any proceedings and render all assistance as the Assignee may reasonably require, provided that the Assignee shall reimburse the Assignor, actual, all costs incurred by it in this regard;
(d) it shall, upon the receipt of any payments from any Borrower with respect to the Loans assigned, as specifically indicated by such Borrower, by way of a negotiable instrument, forthwith, endorse such negotiable instrument in favour of the Assignee and hand the same over to the Assignee; and
(e) it shall, as soon as it is aware, inform the Assignee of any breach of any of the representations or warranties contained in this Agreement.
6.2 The Assignee shall have the sole right of collecting any monies pertaining to the Loans, including the Amounts Due, enforcing the underlying Security Interests, pledges and / or guarantees and enforcing payment of all the Loans, in whatever manner it may consider necessary and prudent, in its absolute discretion.
Assignor's Covenants. Assignor covenants that the copy of the Lease attached as Exhibit A is a true and accurate copy of the Lease as currently in effect and that there exists no other agreement affecting Assignor's tenancy under the Lease.
Assignor's Covenants. On a continuing basis, Assignor will make, execute, acknowledge and deliver, and file and record in the proper filing and recording places, all such instruments, including, without limitation, appropriate financing and continuation statements and security agreements, and take all such action as may be deemed necessary or desirable by Assignee to carry out the intent and purposes of this Assignment, or for assuring and confirming to Assignee the grant or perfection of a security interest in all Intellectual Property. Without limiting the generality of the foregoing sentence, Assignor:
(a) will not enter into any agreement which would or might in any way impair or conflict with Assignor's obligations hereunder without Assignee's prior written consent;
(b) will, upon the written request of Assignee, use its best efforts to obtain any necessary consents of third parties to the grant or perfection of a security interest to Assignee with respect to the Intellectual Property;
(c) authorizes Assignee in its sole discretion to modify this Assignment without first obtaining Assignor's approval of or signature to such modification by amending Schedule A hereto to include reference to any right, title or interest in any existing Intellectual Property or any Intellectual Property acquired by Assignor after the execution hereof or to delete any reference to any right, title or interest in any Intellectual Property in which Assignor no longer has or claims any right, title or interest;
(d) will, from time to time, upon Assignee's request, cause its books and records to be marked with such legends or segregated in such manner as Assignee may specify, and take or cause to be taken such other action and adopt such procedures as Assignee may specify to give notice of or to perfect the security interest in the Intellectual Property intended to be created hereby;
(e) will at all times keep at least one complete set of its records concerning all of the Intellectual Property at its chief executive office as set forth above and will not change the location of its chief executive office or such records without giving Assignee at least 30 days prior written notice thereof;
(f) will promptly, following its becoming aware thereof, notify Assignee of the institution of, or any adverse determination in, any proceeding in the United States Patent and Trademark Office or any United States or foreign court regarding Assignee's claim of ownership in any of the Intellectual Property;
(g) co...
Assignor's Covenants. The Assignor covenants and agrees with the Assignee that:
(a) Despite any act of the Assignor, the Lease is a good, valid and subsisting Lease and the Rent thereby reserved has been duly paid up to the Effective Date and the covenants and conditions therein contained have been duly observed and performed by the Assignor and Pacific up to the Effective Date.
(b) The Assignor has good right, full power and absolute authority to assign its interest in the Premises and the Lease in the manner aforesaid, according to the true intent and meaning of this Agreement, free and clear of all liens, mortgages, charges and encumbrances of any kind whatsoever.
(c) Subject to the payment of Rent and to the observance and performance of the terms, covenants and conditions contained in the Lease on the part of the tenant therein to be observed and performed, the Assignee, together with Pacific, may enter into and upon and hold and enjoy the Premises for the residue of the Term granted by the Lease for its own use and benefit without any interruption by the Assignor or by any Person whomsoever claiming through or under the Assignor.
(d) The Assignor will from time to time hereafter, at the request and cost of the Assignee, promptly execute such further assurances of the Premises as the Assignee reasonably requires.
Assignor's Covenants. The Assignor hereby covenants and agrees with the Assignee that:
(a) all obligations, agreements and covenants contained in the Master Development Agreement have been duly observed and performed by the Assignor up to the Effective Date; and
(b) the Assignor now has full right, power and absolute authority to assign the Master Development Agreement in the manner aforesaid, according to the true intent and meaning of this Agreement.
Assignor's Covenants. Assignor covenants that the Lease is in full force and effect. Assignor further covenants that there are no defaults under the Lease. Assignor also covenants that, to its knowledge, no acts or events have occurred, which with the passing of time or the giving of notice or both, could later become defaults under the Lease. Assignor acknowledges and agrees that it shall remain primarily liable for the rent to be paid under the Lease and the performance of all terms and conditions of this Lease.
Assignor's Covenants. Assignor hereby certifies covenants and warrants that: (i) Assignor is the lawful owner of all the Transferred Interest; (ii) that the Transferred Interest is free and clear of any and all liens and encumbrances, except those otherwise assumed or taken subject to by Assignee; and (iii) that Assignor has good right, title, and authority to sell, assign, transfer, set over, and deliver the Transferred Interest. Assignor further covenants and agrees to warrant and defend the same against lawful claims and demands of all persons whom so ever, save and accept persons claiming under obligations and/or encumbrances which are assumed or taken subject to by Assignee.
Assignor's Covenants. The Assignor covenants with the Assignee and admits and accepts that:
Assignor's Covenants i. The MSP Common Stock will be acquired by Assignor (or its designee, if applicable) for investment only, for its own account and not as a nominee or agent and not with a view to the sale or distribution but Assignor may trade the shares in its discretion and is not obligated to hold the shares for longer than the agreed upon 12-month lock-up period.
ii. Assignor will enter into a twelve-month stock restriction agreement for the $10,000,000 in MSPR Shares received as consideration for the Assigned Past Claims only, the MSPR Shares received as consideration for the Future Claims, Acquired Claims and Net Proceeds shall be fully registered and tradeable upon issuance without restriction.
iii. Assignor agrees that it shall at all times comply with all applicable law and regulations in the performance of this Agreement and the transactions contemplated hereby.
iv. Assignor will assign and transfer all rights, authorizations, title, interest in, and ownership of the Future Assigned Claims, free and clear of all known liens and encumbrances.
v. Assignor will provide to Assignee or its service provider, including MSP Recovery, with the Initial Data Transfer. Following the Initial Data Transfer, Assignor will provide (a) ongoing data transfers of any updated claims data for the Assigned Claims at intervals of no less than 90 days, and (b) within 10 (ten) days following the end of each month, data transfers of all claims data for the Future Assigned Claims (e.g., January 2022 claims data within the first ten days of February 2022).
vi. Assignor will cooperate with Assignee and deliver to Assignee or its service provider, including MSP Recovery, all information reasonably relating to the Assigned Claims in its possession and control, including, but not limited to, all Claims Documents, to enable Assignee to pursue and recover the Assigned Claims.
