Covenants of Seller. Seller covenants and agrees with Buyer as follows:
Covenants of Seller. Seller agrees that:
Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.
(a) At or prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer.
(b) Seller shall not change its name, identity, state of incorporation or c...
Covenants of Seller. Seller hereby covenants with Buyer, as follows:
Covenants of Seller. Seller and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and as of the Closing Date:
(a) Each representation and warranty set forth in Section 7 hereof shall be true and correct in all material respects.
(b) Seller will maintain itself at all times up to and including the Closing Date as a duly licensed corporation in good standing under the laws of its state of incorporation.
(c) Seller will keep the Business open during its usual and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices.
(d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential.
(e) Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets.
(f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except in the ordinary course of business.
(g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted.
(h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business.
(i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.
Covenants of Seller. Seller covenants and agrees with Buyer that:
(a) After the execution of this Agreement, Seller will continue to make available to Buyer for examination all title and other information relating to the Interests in Seller’s possession or control and will cooperate with Buyer in Buyer’s efforts to obtain, at Buyer’s expense, such additional information relating to the Interests as Buyer may reasonably desire, to the extent in each case that Seller may do so without violating legal constraints or any obligation of confidence or other contractual commitment of Seller to a third party, to include:
(1) Title opinions and title status reports pertaining to the Interests;
(2) Copies of the Leases, prior conveyances of interests created thereby, unitization, pooling and operating agreements, division and transfer orders, and other encumbrances not discharged and affecting the title to or the value of the Interests;
(3) Records relating to the payment of rentals, royalties and other payments due under the Leases;
(4) Records relating to the payment of ad valorem, property, production, severance, excise and similar taxes and assessments based on or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom on the Interests;
(5) Ownership maps and surveys relating to the Interests;
(6) Copies of all purchase, sale, processing and transportation agreements relating to the production from the Interests;
(7) Copies of all agreements, leases, permits, easements, licenses and orders relating to the Interests;
(8) Production records, geological records and logs relating to the Interests;
(9) Inventories of personal property and fixtures included in the Interests; and
(10) Accounting records, records concerning windfall profit taxes, and engineering technical data, geological and geophysical data, relating to the Interests. Seller shall permit Buyer, at Buyer’s expense, to inspect and photocopy such information and records at any reasonable time during the term of this Agreement, but only to the extent, in each case, that Seller may do so without violating any obligation of confidence or contractual commitment to a third party. Seller shall not be obligated to furnish any updating abstracts, title opinions or additional title information, but shall cooperate with Buyer in Buyer’s efforts to obtain, at Buyer’s expense, such additional title information as Buyer may deem prudent. Buyer will return to Seller any and all such copi...
Covenants of Seller. 27 Section 5.02
Covenants of Seller. Seller hereby covenants with Purchaser, from the Effective Date until the Closing or earlier termination of this Agreement, as follows:
Covenants of Seller. On and as of the date of this Agreement and each Purchase Date and on each day until this Agreement is no longer in force, Seller covenants as follows:
Covenants of Seller. From the date hereof until the Repurchase Obligations are indefeasibly paid in full and the Repurchase Documents are terminated, Seller shall perform and observe the following covenants, which shall be given independent effect (so that if a particular action or condition is prohibited by any covenant, the fact that it would be permitted by an exception to or be otherwise within the limitations of another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists):
