Authority Covenants Sample Clauses

Authority Covenants. The Authority agrees with the Agent that the Authority will: (a) as soon as is reasonably practicable, at Project Co’s or the Agent’s expense, take whatever action the Agent, an Appointed Representative or a Suitable Substitute Project Co taking a transfer in accordance with Section 6 may reasonably require for perfecting any transfer or release under this Agreement, including the execution of any transfer or assignment, and the giving of any notice, order or direction and the making of any registration which, in each case, the Agent or Appointed Representative or Suitable Substitute Project Co reasonably requires; (b) not, prior to the Senior Debt Discharge Date, unless the Agent has (acting reasonably) consented in writing: (1) appoint an Insolvency Officer; (2) commence any Insolvency Proceedings; (3) sanction, by voting or failing to vote, any Insolvency Proceedings and will, if requested to do so by the Agent, vote against any Insolvency Proceedings; (4) without prejudice to its rights of set-off under the Project Agreement, including rights to take amounts owing by Project Co into account in calculating termination compensation payable, claim or prove as creditor or otherwise in competition with any Finance Party in respect of any monies owing to it by Project Co for or on account of Project Co’s liabilities under the Project Documents in the event of any Insolvency Proceedings; or (5) take any action authorising, or which might result in or is in furtherance of, any of the prohibited matters referred to in Sections (1), (2), (3) or (4) above; (c) not take or fail to take any action (including amendments, waivers and enforcement action) with respect to any material agreement between the Authority and a third party, the effect of which would be reasonably likely to render the Authority unable to satisfy its obligations under the Project Agreement; and (d) not issue a Step-In Notice or Proposed Transfer Notice under any Material Project Contractor Collateral Agreement at any time that the Senior Lenders are validly exercising under any Senior Financing Agreement any step-in rights with respect to the relevant Material Contract.
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Authority Covenants. The AUTHORITY covenants as follows: (a) Water Rate Protections. The AUTHORITY guarantees that all AUTHORITY Customers within Warrington Township shall be protected against unreasonable and inequitable future rate increases as AUTHORITY agrees that the aforesaid customers will not be billed at a water rate higher than the water rates charged to other similarly situated retail customers of the AUTHORITY at any time. The current AUTHORITY retail water rate is $3.60 per thousand gallons. This rate will not be increased for at least three (3) years from the Settlement Date. (b) Additional Three-Year Water Rate Protection. In addition to the above, AUTHORITY further agrees that the water rate charged to AUTHORITY water customers within Warrington Township shall at all times remain equal to other retail customers of the AUTHORITY, and will not exceed $3.96 per thousand gallons for a minimum term of six (6) years from the Settlement. Although the rates may not increase at all, the additional $3.96 per thousand rate cap is intended to provide AUTHORITY customers within Warrington Township an even greater level of protection against future rate increases. (c) Water Fee Protections. In furtherance of the water rate protections in Section 9(a) and 9(b), AUTHORITY shall not xxxx water meter charges, water meter testing charges, water tapping fees, and water distribution fees at a rate higher than the rates charged TOWNSHIP customers on Exhibit H attached hereto and incorporated herein by reference for a period of three (3) years from the Settlement Date. (d) Protection against Special Assessments or Fees and Billing. Excluding only customary front footage assessments, water tapping fees and charges as permitted pursuant to the Pennsylvania Municipality Authorities Act typical of any new or increased water services, unless required by a court of law or agency having jurisdiction, the AUTHORITY shall not make any special assessment to AUTHORITY customers within Warrington Township for future water system improvements. All such improvements shall be included within the standard water rates, and shall not be back charged to the individual customers. This additional protection excludes any improvements or assessments mandated by a court having jurisdiction, by lawful order of the EPA and/or by the DEP. The AUTHORITY shall not charge any assessment or tapping fee on the TOWNSHIP or any existing customer. Only new customers or connections shall be assessed such fees by the AU...
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Authority Covenants. The Authority covenants and agrees, during the term of this Contract: (a) to maintain and have available for the use on the part of the County, upon direction and authorization from the proper County authorities, the Medical Facilities to care for the residents of the County who are indigent or otherwise unable to pay for their medical care. (b) receive for admittance any residents of the County who are indigent or otherwise unable to pay for their medical care. The Authority shall make no charge for its services to any such residents, except as herein provided. This Contract, however, is not to be construed as preventing the Authority from accepting any voluntary payments which any such patients receiving treatment or who use the Hospital of the Authority may wish to make on their own behalf or as prohibiting it from collecting any hospitalization, accident, health or other type insurance or governmental program of which such person may be a beneficiary, or from asserting its statutory hospital lien against any recovery to which such person may be entitled; and provided, further, that nothing herein shall prevent the Authority from making charges for its services where the services are rendered to persons who are able to pay for some or all of their care. The Authority may also charge for services rendered to certain residents of the County who are indigent or otherwise unable to pay for their medical care on a pro rata basis where such person or persons have some ability to pay. (c) Nothing herein shall be construed or operate to prohibit the Authority from withholding service to any person until suitable arrangements have been made by the person requesting treatment, or the person or agency acting for such person to pay for said treatment, subject to all state and federal laws, rules and regulations. (d) The Authority shall cooperate with the County in order to make the Medical Facilities available to the County and to persons for whom the County shall assume responsibility in furnishing medical attention and hospitalization. (e) The Authority shall provide to the County (i) an annual operating budget for each fiscal year of the Authority during the term hereof, together with information and data describing the operations of the Medical Facilities with comparative analysis to other similar healthcare institutions, on or before May 31 of each year and (ii) audited annual financial statements on or before 180 days after the end of the Authority's fiscal y...
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Authority Covenants. A. AUTHORITY covenants that for purposes of assigning and allocating costs, it shall utilize generally accepted accounting practices utilized for airports operating as an enterprise fund, and include only those charges properly attributable to the Airport System.
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Authority Covenants. The Authority covenants as follows: (a) To refrain from taking any action within its control which will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds; and (b) To promptly notify the Placement Agent if, prior to the Closing, any event occurs which is known to the Authority and which, in the judgment of the Authority, makes any statements concerning the Authority in the Placement Memorandum untrue in any material respect or which requires the making of any changes in the Placement Memorandum in order to make any statement concerning the Authority therein not misleading.
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Authority Covenants. Authority, and its successors or assigns, covenants that during the Term shall not offer, and shall not request City or County to offer, any financial incentives to or assist in establishing or locating (i) any other professional baseball franchise within City and County or (ii) any professional or semi-professional sports franchise within the City and County that typically plays games on an outdoor diamond or rectangular field that can be set up in the Stadium unless (i) Tenant fails to provide a reasonable Use Agreement to such franchise or (ii) such franchise will play substantially all of its home games in the Stadium. As used in this section “financial incentives” includes without limitation, cash payments, tax abatements, transferring interests in real estate or personal property, loans, guarantees, or any other form of financial accommodations. The Parties agree that the above restrictions are necessary to allow this transaction to be economically viable for the Parties, and that without these restrictions, the Parties would not be able to accomplish the goal of bringing a MBL minor league franchise to the City for the benefit of the public.
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Authority Covenants 
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Related to Authority Covenants

  • Company Covenants Until all of Company’s obligations (other than contingent and indemnification obligations) under all of the Transaction Documents are paid in full, or within the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants: (i) so long as the Interest is outstanding and for at least twenty (20) Business Days (as defined in the Interest) thereafter, Company will timely file on the applicable deadline (including any extensions thereof) all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act that would otherwise impact the availability of Rule 144 of the 1933 Act, and will take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and until a Fundamental Transaction (as defined in the Interest) will not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) until a Fundamental Transaction, the Common Stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, or (d) OTCQB; (iii) until a Fundamental Transaction, trading in Company’s Common Stock will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease on Company’s principal trading market; (iv) unless an acquiring party specifically agrees to assume all rights and obligations associated with the Interest and, in Investor’s discretion is capable of fulfilling such obligations, Company may not consummate any sale or liquidation of all or substantially all of its business or any material asset outside the ordinary course of business without the prior written consent of Investor; (v) Company will not grant a security or royalty interest in any of the Included Products (as defined in the Interest) for the primary purpose of raising capital without Investor’s prior written consent, which for the avoidance of doubt, shall exclude any of the Included Products with one or more business development partners in connection with a licensing transaction or collaboration; and (vi) for so long as the Interest remains outstanding, Company shall deliver to Investor quarterly reports summarizing all Included Products revenues and Net Sales (as defined in the Interest) and shall further hold with Investor a quarterly call with Company’s management to discuss such report, provided that Company will not disclose any material non-public information to Investor without Investor’s prior written consent.

  • BORROWER COVENANTS Borrower covenants and agrees that:

  • Seller Covenants Seller covenants and agrees as follows:

  • Subsidiary Covenants The Borrower will not, and will not permit any Subsidiary to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to pay dividends or make any other distribution on its stock, or make any other Restricted Payment, pay any Indebtedness or other Obligation owed to the Borrower or any other Subsidiary, make loans or advances or other Investments in the Borrower or any other Subsidiary, or sell, transfer or otherwise convey any of its property to the Borrower or any other Subsidiary.

  • Operating Covenants From the Execution Date until the Closing or, if earlier, the termination of this Agreement as contemplated hereby, except (t) as required by this Agreement or any other Transaction Document, (u) as required by any lease, Contract, or instrument listed on any Annex, Disclosure Schedule or Schedule, as applicable, (v) as required by any Applicable Law or any Governmental Authority (including by order or directive of the Bankruptcy Court or fiduciary duty of the board of managers of any Seller or its Affiliates) or any requirements or limitations resulting from the Bankruptcy Cases, (w) to the extent related solely to Excluded Assets and/or Excluded Liabilities, (x) for renewal of expiring insurance coverage in the Ordinary Course of Business, (y) for emergency operations or (z) as otherwise consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) Sellers will: (i) subject to any Bankruptcy Court order to the contrary, operate the Assets in the Ordinary Course of Business; (ii) maintain or cause its Affiliates to maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices; (iii) give written notice to Buyer as soon as is practicable of any material damage or casualty to or destruction or condemnation of any Asset of which Sellers have Knowledge; (iv) use reasonable best efforts to maintain insurance coverage on the Assets in the amounts and types described on Disclosure Schedule 3.10; and (v) use commercially reasonable efforts to maintain or cause its Affiliates to maintain all Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; and (b) no Seller shall: (i) sell, lease or otherwise transfer any Asset, or otherwise voluntarily divest or relinquish any right or asset, other than (A) sales or other dispositions of materials, supplies, machinery, equipment, improvements or other personal property or fixtures in the Ordinary Course of Business which have been replaced with an item of substantially equal suitability and (B) dispositions of Excluded Assets; (ii) enter into any material Contract that if entered into prior to the Execution Date would be required to be listed in Disclosure Schedule 3.05(a) other than (A) Contracts of the type described in Section 3.05(a)(iii) and Section 3.05(a)(viii) entered into in the Ordinary Course of Business (provided that Sellers shall use commercially reasonable efforts to notify Buyer of the terms of any such Contract prior to the execution thereof), (B) confidentiality agreements entered into in accordance with the Bid Procedures Order, (C) contracts or agreements entered into in connection with the Bankruptcy Cases (including any in connection with an Alternative Transaction) and (D) Contracts that would not adversely affect the Assets in any material respect; (iii) amend or modify in any material respect or terminate any Purchased Contract (other than termination or expiration in accordance with its terms) or any Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; (iv) change the methods of accounting or accounting practice by Sellers, except as required by concurrent changes in Applicable Law or GAAP as agreed to by its independent public accountants; or (v) to the extent any of the following would reasonably have the effect of increasing the Non-Income Tax liability of Buyer for any period after the Closing Date, (A) make any settlement of or compromise any Non-Income Tax liability with respect to the Assets, (B) change any Non-Income Tax election or Non-Income Tax method of accounting or make any new Non-Income Tax election or adopt any new Non-Income Tax method of accounting with respect to the Assets; (C) surrender any right to claim a refund of Non-Income Taxes with respect to the Assets; or (D) consent to any extension or waiver of the limitation period applicable to any Non-Income Tax claim or assessment with respect to the Assets.

  • Particular Covenants of the Company The Company hereby covenants and agrees as follows:

  • REPORTING COVENANTS The Borrower agrees with the Lenders, the Issuers and the Administrative Agent to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

  • Confidentiality Covenants (a) The Executive understands that the Company and/or its Affiliates, from time to time, may impart to the Executive confidential information, whether such information is written, oral or graphic.

  • Particular Covenants (a) MOUD and the State shall carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental, governance and urban development practices. (b) In the carrying out of the Project and operation of the Project facilities, MOUD and the State shall perform all obligations set forth in the Loan Agreement to the extent that they are applicable to MOUD and the State. Section 2.02. MOUD and the State shall make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, MOUD and the State shall employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. MOUD and the State shall carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. MOUD and the State shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) MOUD and the State shall take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, MOUD and the Sate undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. MOUD and the State shall maintain, or cause to be maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB, MOUD, and the State shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

  • Representations and Warranties of the Company Covenants of the Company (A) Representations of the Company. With respect to the Placement Agent Securities, each of the representations and warranties (together with any related disclosure schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement, is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that there are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company, any five percent (5.0%) or greater stockholder of the Company, except as set forth in the Purchase Agreement and SEC Reports.

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