Covenants of the Assignor. The Assignor covenants and agrees that so long as this Assignment shall be in effect:
(a) The Assignor shall not enter into any additional Leases, other than Leases which are entered into in the ordinary course of the Assignor’s business with individual patients under patient agreements;
(b) The Assignor shall observe and perform all of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the lessor thereunder, and the Assignor shall not do or suffer to be done anything to impair the security thereof. The Assignor shall not (i) release the liability of any tenant under any Lease, (ii) consent to any tenant’s withholding of rent or making monetary advances and off setting the same against future rentals, (iii) consent to any tenant’s claim of a total or partial eviction, (iv) consent to a tenant termination or cancellation of any Lease, except as specifically provided therein, or (v) enter into any oral leases with respect to all or any portion of the Premises;
(c) The Assignor shall not collect any of the rents, issues, income or profits assigned hereunder more than 30 days in advance of the time when the same shall become due, except for security or similar deposits;
(d) The Assignor shall not make any other assignment of its entire or any part of its interest in or to any or all Leases, or any or all rents, issues, income or profits assigned hereunder, except as specifically permitted by the Loan Documents;
(e) The Assignor shall not modify the terms and provisions of any Lease, nor shall the Assignor give any consent (including, but not limited to, any consent to any assignment of, or subletting under, any Lease, except as expressly permitted thereby) or approval required or permitted by such terms and provisions, or cancel or terminate any Lease, without the Assignee’s prior written consent;
(f) The Assignor shall not accept a surrender of any Lease or convey or transfer, or suffer or permit a conveyance or transfer, of the premises demised under any Lease or of any interest in any Lease so as to effect, directly or indirectly, proximately or remotely, a merger of the estates and rights of, or a termination or diminution of the obligations of, any tenant thereunder; any termination fees payable under a Lease for the early termination or surrender thereof shall be paid jointly to the Assignor and the Assignee;
(g) The Assignor shall not alter, modify or change the terms of any guaranty of any Lease, or c...
Covenants of the Assignor. The Assignor hereby covenants and agrees with the Assignee (as of the date hereof and as of the date of any additional Assigned Rights becoming subject to the Security Interest) as follows: The Assignor shall use its reasonable commercial efforts to obtain from the Operator (i) a Consent to Assignment of Aircraft Lease Agreement (in the form of Exhibit 1 attached hereto, or any other form satisfactory to the Assignee) pursuant to the requirements of the Letter of Offer and (ii) an IDERA in favour of the Assignee (if the certificate of registration of the Aircraft is issued in the name of the Operator). Any and all Assigned Rights which are hereafter acquired by the Assignor shall ipso facto, and without any further conveyance, assignment or act of the Assignor or the Assignee, become and be subject to the Security Interest as fully and completely as though specifically described herein. The Assignor shall not, directly or indirectly, create, incur, assume or suffer to exist (i) any lien, charge, encumbrance or security interest on or with respect to any Assigned Rights or any interest therein, or (ii) any International Interest on or with respect to the Subject Aircraft or the Lease Agreement other than by or through the Assignor. The Assignor shall promptly, at its own expense, take such action as may be necessary to duly discharge any such lien, charge, encumbrance or security interest or International Interest if the same shall arise at any time. No registration, filing or recording of the Security Interest or any International Interest in respect of the Assigned Rights, the Subject Aircraft or the Lease Agreement created in favour of the Assignee or for its benefit shall be discharged without the Assignee’s prior written consent. The Assignor shall furnish to the Assignee a true copy of the Lease Agreement and such additional information concerning the location, condition, use and operation of the Subject Aircraft, or other matters relating to the Lease Agreement, as the Assignee may from time to time reasonably request, and subject to the applicable provisions contained in the Lease Agreement, the Assignor shall permit the Assignee (or its representatives) at its reasonable request in writing to visit the property of the Operator to inspect the Aircraft, its condition, use and operation, and the Manuals and Technical Records maintained in connection therewith, and to obtain copies of such records.
Covenants of the Assignor. The Assignor hereby covenants that:
Covenants of the Assignor. 9.1 Between the date of this Agreement and the Closing Date, the Assignor covenants and agrees that the Assignor:
(a) will not sell or dispose of any of the Business Assets, will conduct the Business diligently and only in the ordinary course consistent with past practice, keep the Business Assets in their present state, and endeavour to preserve the organization of the Business intact and the goodwill of the suppliers and customers and others having business relations with the Assignor relating to the Business;
(b) will afford the Assignee and its authorized representatives full access during normal business hours to the Business Assets and all other property and assets utilized in the Business and without limitation all title documents, abstracts of title, deeds, leases, contracts, financial statements, policies, reports, licenses, books, records, and other such material relating to the Business, and furnish such copies thereof and other information, as the Assignee may reasonably request;
(c) will use its best efforts to procure and obtain at or prior to the Closing Date all such consents, approvals, releases, and discharges as may be required to effect the transactions contemplated hereby from all federal, state, municipal or other governmental or regulatory bodies and from all other third parties as necessary;
(d) at the request of the Assignee, the Assignor will execute such consents, authorizations and directions as may be necessary to permit any inspection of the Business or any of the Business Assets or to enable the Assignee or its authorized representatives to obtain full access to all files and records relating to the Business or the Business Assets maintained by governmental or other public authorities;
(e) the Assignor will use its best efforts to take or cause to be taken all necessary corporate action, steps and proceedings to approve and authorize validly and effectively the assign and transfer the Business Assets to the Assignee and the execution and delivery of this Agreement and any other Agreements or documents contemplated hereby and to cause all necessary meetings of members or managers of the Assignor to be held for such purpose; and
(f) will not, without the prior written consent of the Assignee, enter into any transaction or refrain from doing any action that, if effected before the date of this Agreement, would constitute a breach of any representation, warranty, covenant or other obligation of the Assignor contained herein, and ...
Covenants of the Assignor. The Assignor covenants and agrees that -------------------------
(i) the Assignor shall promptly (but in any event within three (3) Business Days after receipt thereof by the Borrower) deliver to the Administrative Agent any additional letters of credit issued in replacement of the RaboBank Letter of Credit or issued as additional security for the purchase obligations of GoldKist under the GoldKist Preferred Securities Purchase Agreement; and (ii) without the prior written consent of the Administrative Agent, the Assignor will not hereafter cancel, surrender, terminate, or draw upon the Subject Letters of Credit or materially change, alter or modify the same or execute any other assignment of the Assignor's rights under the Subject Letters of Credit.
Covenants of the Assignor. The Assignor covenants and agrees with the Assignee as follows:
(a) to make reasonable best efforts and provide cooperation to provide the Assignee with all pleadings and other documents in any way relating to the Urethane Litigation and the Urethane Litigation Proceeds;
(b) to deliver this Assignment Agreement to Camp Xxxxxxxx Xxxxxxxx Xxxxxxxx to be held in escrow on the Execution Date of the Settlement Agreement; and
(c) that if the amount of any of the Urethane Litigation Proceeds be paid to the Assignor, the Assignor hereby agrees to receive same as agent of and in trust for the Assignee and forthwith to pay over the same to the Assignee.
Covenants of the Assignor. After the execution of this Assignment by both parties hereto and upon issuance of the consideration to Assignor provided in Section 2 of this Assignment, Assignor (a) agrees to deliver all source code, computer software and other materials comprising the Technology to the Assignee, and (b) agrees to deliver all other materials comprising the Intangible Assets to the Assignee.
Covenants of the Assignor. The Assignor covenants and agrees with the Assignee that so long as the Obligations shall remain outstanding, it will:
(a) Observe, perform and comply with each and every material agreement, condition and covenant to be performed on its part under each of the Assigned Rights;
(b) Promptly forward copies to the Assignee, but in any event not later than five (5) business days after delivery or receipt by the Assignor, of any notice alleging default given or received by the Assignor pursuant to any of the Assigned Rights;
(c) Execute and deliver to the Assignee at any time and from time to time such additional agreements and instruments, including, but not limited to, assignments of any future rights the Assignor may acquire in the nature of the Assigned Rights, it being the intention of the parties hereto that the Assignee will at all times enjoy the benefits of such future rights hereunder, and such Assigned Rights shall expressly provide that such future rights shall be assignable to the Assignee hereunder and the Assignor shall execute such other instruments as may be or shall be requested by the Assignee to confirm more fully the assignment contemplated hereby;
(d) Not pledge, transfer, mortgage or otherwise further encumber or assign any of the Assigned Rights without the Assignee’s prior written consent; and
(e) Deliver to the Assignee a true copy of each agreement comprising the Assigned Rights which is renewed, modified, amended or supplemented in any material respect.
Covenants of the Assignor. On the Closing Date the Assignor shall upon receipt of the Purchase Price for the Loans, pay to or at the direction of the Depositor all Collections with respect to the Loans received after the Addition Cut-Off Date. In addition, from and after the Closing Date, the Assignor shall if the Assignor or any of its agents or representatives at any time receive any cash, checks or other instruments constituting Collections with respect to the Loans or any cash, checks or other instruments constituting payment on or proceeds from other Assets arising after the Addition Cut-Off Date with respect to the Loans, segregate and hold such payments in trust 170 for, and in a manner acceptable to, the Depositor and promptly upon receipt (and in any event within two Business Days following receipt) remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer to the Series 2008-A Trustee for deposit in the Collection Account or as otherwise directed by the Depositor.
Covenants of the Assignor. To the extent prohibited under Section 11 of that certain Mortgage, Assignment of Leases and Rents, Fixture Filing and Security Agreement by the Assignor in favor of the Assignee dated as of the date hereof (as it may from time to time be amended, supplemented, restated, consolidated, severed, split, partially released, replaced, increased otherwise modified in accordance with the terms thereof, the "Mortgage"), which mortgage is intended to be recorded concurrently with the recording of this Assignment in the [Land Records] of ________ County, ________, the Assignor shall not enter into, amend, modify or terminate any Lease or Lease Guaranty or permit to accrue to any Tenant any right to prepaid rent pursuant to the terms of any Lease. The obligations of and restrictions on the Assignor relating to the Leases, Rents and Lease Guaranties are more fully set forth in Section 11 of the Mortgage and are incorporated herein by reference. The Assignor shall perform all of its obligations and abide by all of the restrictions set forth in such Section 11 as if fully set forth herein.
