COVENANTS OF LESSEE. Lessee hereby covenants and agrees with Lessor as follows:
COVENANTS OF LESSEE. As of the Commencement Date for each Property Schedule executed and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor as follows:
(a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder.
(b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent Lessee should merge with another entity under the laws of the State, Lessee agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunder.
(c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2.
(d) During the Lease Term for the Property Schedule, the Property thereunder will perform and will be used by Lessee only for the purpose of performing essential governmental uses and public functions within the permissible scope of Lessee's authority.
(e) Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor.
(f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the ...
COVENANTS OF LESSEE. Lessee covenants and agrees, at its own cost and expense, with Owner Participant, Loan Participants, Owner Trustee and Mortgagee as follows:
COVENANTS OF LESSEE. 14.1 Lessee hereby covenants with Lessor that from the Delivery Date and during the Term and until redelivery of the Aircraft to Lessor in accordance with Article 16 it will:
(a) remain in and continue to operate as a Certificated Air Carrier holding a valid certificate of convenience and necessity issued pursuant to the Federal Aviation Act and, except as permitted in Section 14.1(p) hereof, preserve its corporate existence;
(b) comply with all Laws and regulations for the time being in force in the State of Incorporation, the State of Registration and in any country to, from, in or over which the Aircraft is flown, the failure with which to comply is likely to have a material adverse effect on Lessee, provided, however, that such failure shall have no adverse effect on the Aircraft or the interests of Lessor, Head Lessor or Indenture Trustee therein or the Insurance required to be maintained pursuant to Article 11;
(c) (i) at its own expense from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be required by Law (in the United States but not in any jurisdiction outside the United States unless directly required due to Lessee's operation), and (ii) at Lessor's expense (insofar as not covered in Article 8.2(a)) from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be reasonably requested by Lessor to establish, maintain and protect the respective rights and remedies of Lessor, Head Lessor and Indenture Trustee and to carry out and give effect to the intents and purposes of this Lease and the Head Lease;
(d) notify Lessor immediately of any Default;
(e) obtain and maintain all necessary government and other certificates, consents, licenses, permits and authorizations and take all action which may be necessary for the continued due performance of Lessee's obligations under this Lease and for the use and operation of the Aircraft;
(f) not do or permit to be done any act or thing which might impair the respective interests of Lessor, Head Lessor and Indenture Trustee in the Aircraft, or the registration of the Aircraft;
(g) notify Lessor as soon as practicable after becoming aware of any loss, theft, damage or destruction of or to the Aircraft or any part thereof if the potential cost of repair or replacement is likely to exceed $250,000.00 (Dollars Two Hundred Fifty Thousand);
(h) not do anything which is likely to subje...
COVENANTS OF LESSEE. The LESSEE does hereby covenants and agrees with said LESSOR that LESSEE shall:
(a) Pay all said rent and financial obligations required hereunder at the times and place in the manner required aforesaid.
(b) Use and occupy said premises in a careful and proper manner as a banking facility.
(c) Not commit therein any waste to the Premises whatsoever, especially hazardous or contaminated waste.
(d) To maintain the Premises in at least its present state of good repair and physical condition and appearance.
(e) Keep the Premises free of pests and animals or every kind and description.
(f) Not use or occupy said Premises for any unlawful purpose, and will conform to, and obey, all present and future zoning laws and ordinances, and all rules, regulations, requirements and orders of all governmental authorities or agencies, respecting the LESSEE'S particular use and occupation of the Premises.
(g) The LESSEE shall not sublease all or part of the space in Exhibit A.
(h) Notwithstanding Section 1(g) above, the sale or merger of the LESSEE to or with another institution shall not constitute an assignment of this Lease, provided however that the buyer or surviving entity ratifies and agrees to assume all of the liabilities and obligations of this lease. Upon a merger with or acquisition by another institution, the surviving entity shall not sublease all or part of the space in Exhibit A without the written approval of the LESSOR. Such approval shall not be unreasonably withheld, provided that each assignee or subtenant: (i) is creditworthy; (ii) has a good reputation in the business community; (iii) shall use the Premises only for the Permitted Uses; and (iv) that there is no event of default hereunder by the LESSEE beyond applicable notice and cure periods. The surviving entity shall, as Additional Rent, reimburse LESSOR promptly for the LESSOR'S reasonable legal expenses incurred in connection with any such request by the LESSEE for such consent. If LESSOR consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of such surviving entity hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the LESSOR'S written approval in the case of any other subletting or assignment. If the surviving entity receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent required here...
COVENANTS OF LESSEE. Lessee covenants and agrees as follows:
(a) Lessee shall furnish Lessor (as to itself and its subsidiaries)
(i) within one hundred fifty (150) days after the end of each fiscal year of Lessee, a balance sheet of Lessee as at the end of such year, and the related statements of income and retained earnings and cash flows of Lessee for such fiscal year, prepared in accordance with GAAP, all in reasonable detail and audited by independent certified public accountants of recognized standing selected by Lessee; (ii) within thirty (30) days after the end of each quarter of Lessee’s fiscal year a balance sheet of Lessee as at the end of such quarter, and the related statement of income and retained earnings and cash flows of Lessee for such quarter, prepared in accordance with GAAP (subject to the absence of footnotes and year-end adjustments); (iii) as soon as available, but no later than forty-five (45) days after completion, any 409A valuation report prepared by or at the direction of Lessee, (iv) within thirty (30) days after the end of each month of Lessee’s fiscal year, monthly financial information of Lessee, consisting of a balance sheet of Lessee as at the end of such month, and the related statement of income and retained earnings and cash flows of Lessee, (v) other financial information and reports which are provided by Lessee to its board of directors, at the same time that such information is so provided to Lessee’s board of directors; (vi) Tabula Rasa’s capitalization table promptly after the end of each fiscal year of Tabula Rasa, and promptly after any New Issuance (as defined in the Co-Investment Agreement), (vii) with regard to the each Senior Facility, copies of the borrowing base certificates and compliance certificates furnished to the Senior Lender, within thirty (30) days of the closing of each month, (viii) promptly upon receipt, statements of accounts from Lessee’s primary banking institutions and investment accounts managers; and (ix) such other financial information, operating reports and budgets as Lessor may reasonably require. Lessee shall furnish the information described in this Section 11(a) until Lessee has paid in full all amounts due to Lessor hereunder. Lessee may discharge its obligations under clauses (i) and (ii) of this Section 11(a) by furnishing to Lessor within ten (10) days after the date on which they are filed, all regular periodic reports, forms and other filings required to be made by Lessee and including its financ...
COVENANTS OF LESSEE. LESSEE represents, warrants, covenants and agrees, in addition to all other representations, warranties and covenants set forth in this Lease, that:
COVENANTS OF LESSEE. Lessee covenants and agrees as follows:
(a) Lessee promptly will execute and deliver to Lessor such further documents, instruments and assurances and take such further action as Lessor from time to time may reasonably request to carry out the intent and purpose of the Lease and to establish and protect the rights and remedies intended to be created in favor of Lessor hereunder.
(b) Lessee shall provide written notice to Lessor of the commencement of the proceedings under the Federal Bankruptcy Laws or other insolvency laws (as now or hereafter in effect) involving Lessee or any guarantor hereof as a debtor.
COVENANTS OF LESSEE. Lessee hereby covenants with Lessor that during the term of this Lease:
COVENANTS OF LESSEE. 34 SECTION 5.1. Further Assurances........................................ 34 SECTION 5.2. Consolidation, Merger, Sale, etc.......................... 34 SECTION 5.3. Corporate Existence, etc.................................. 37 SECTION 5.4. Liens..................................................... 37 -i- TABLE OF CONTENTS (continued) Page SECTION 5.5. Compliance Certificates.................................. 37 SECTION 5.6. Change of Name or Address................................ 37 SECTION 5.7. Investigation by Authorities............................. 38 SECTION 5.8. Information Regarding Systems; Other Information......... 38 SECTION 5.9. Securities ........................................... 38 SECTION 5.10. Interest Rates........................................... 38 SECTION 5.11. Tax Reporting............................................ 39 SECTION 5.12. Searches ............................................ 39 ARTICLE VI
