Covenants Regarding Sample Clauses

Covenants Regarding. Exchangeable Shares --------------------------------------- So long as any Exchangeable Shares not owned by Big Flash or its Affiliates are outstanding, Big Flash shall: (a) not declare or pay any dividend on Big Flash Common Shares unless (i) Exchangeco shall simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions) on the Exchangeable Shares, and (ii) Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with the applicable law, of any such dividend on the Echangeable Shares: (b) advise Exchangeco sufficiently in advance of the declaration by Big Flash of any dividend on Big Flash Common Shares and take all such other actions, including payment or transfer of monies, as are necessary, in co-operation with Exchangeco, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on Big Flash Common Shares; (c) ensure that the record date for any dividend declared on Big Flash Common Shares is not less than ten (10) Business Days after the declaration date of such dividend; (d) take all such actions, including payment or transfer of monies, and do all such things as are reasonably necessary or desirable to enable and permit Exchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon a Liquidation Distribution, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by Exchangeco, as the case may be, including, without limitation, all such actions and all such things as are necessary or desirable to enable and permit Exchangeco to instruct the Trustee to cause the Big Flash Common Shares to be delivered directly to the holders of Exchangeable Shares by the Trustee in accordance with the provisions of Section 5, 6 or 7, as the case may be, of the Share Provisions; (e) take all such actions and do all such things as are necessary or desirable to enable and permit it, in accordance with applicable law, to perform its obligations arising upon the exercise by it of the L...
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Covenants Regarding. UCC-2 and UCC-3 Filing. Within two Business Days following the Closing Date, each Seller and the Issuer shall cause to be recorded and filed, at its own expense, UCC-2 termination statements and UCC-3 amendment statements in each jurisdiction in which required by applicable law, meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to release all security interests or similar rights of any Person in the Receivables and the Other Conveyed Property sold by it, including without limitation, the security interests in the Financed Vehicles securing such Receivables and any proceeds of such security interests or the Receivables. Each Seller or the Issuer shall (i) confirm to the Trustee within three Business Days following the Closing Date that such Seller or the Issuer has received oral confirmation of such filing from each applicable jurisdiction and (ii) deliver a file-stamped copy, or other evidence satisfactory to the Trustee of such filing, to the Trustee within ten Business Days following the Closing Date.
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Covenants Regarding. Common Units Exchangeable or Redeemable for Pubco Shares (a) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit the LLC, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of a redemption of Common Units by a holder thereof (a “Unitholder”) in respect of each issued and outstanding Common Unit upon a redemption of such Common Unit by the LLC and, without limiting the generality of the foregoing, take all such actions and do all such things as are necessary or desirable to enable and permit the LLC to cause to be delivered Pubco Shares and/or amounts in cash, as applicable, to the holders of Common Units in accordance with the provisions of the A&R LLC Agreement, together with an amount in cash sufficient to pay any amount to be paid in respect of unpaid distributions with respect to such Common Units (if any); (b) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit USCo, if it elects to effect an exchange of Common Units directly with the holder thereof, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the exchange of the Common Units by the Unitholder, and, without limiting the generality of the foregoing, take all such actions and do all such things as are necessary or desirable to enable and permit USCo to cause to be delivered Pubco Shares and/or amounts in cash, as applicable, to the Unitholder in accordance with the provisions of the A&R LLC Agreement, together with an amount in cash sufficient to pay any amount to be paid in respect of unpaid distributions with respect to such Common Units (if any); (c) upon the election of USCo for Pubco to effect an exchange directly with a Unitholder, take all such actions and do all things as are reasonably necessary or desirable to effect the exchange of Common Units directly with the holder thereof, in accordance with applicable law, including, without limiting the generality of the foregoing, take all such actions and do all such things as are necessary or desirable to cause to be delivered directly Pubco Shares and/or amounts in cash, as applicable, to the Unitholder in accordance with the provisions of the A&R LLC Agreement, together with an amount in cash sufficient to pay any amount to be paid in respect of unpaid distributions with respect to such Common Units (if any)...
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Covenants Regarding. Section 103 and Sections 141-150 of the ---------------------------------------------------------- Code ---- (a) The Issuer and the Users do each hereby covenant and agree for the benefit of the Owners that neither the Issuer nor the Users will take any action, omit to take any action, permit any action to be taken or fail to require any action to be taken, which would cause the interest payable with respect to the Bonds to be or become includable in gross income for federal income taxation. Without limiting the foregoing, the Issuer and the Users will each cooperate to assure compliance with the provisions of Section 12.03 of this Loan Agreement and Article XVII of the Indenture.
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Covenants Regarding. Section 103 and Sections 141-150 of the Code (a) The Issuer and the User do each hereby covenant and agree for the benefit of the Owners that neither the Issuer nor the User will take any action, omit to take any action, permit any action to be taken or fail to require any action to be taken, which would cause the interest payable with respect to the Bonds to be or become includable in gross income for federal income taxation. Without limiting the generality of the foregoing, the User covenants and agrees that (a) the proceeds of the Bonds shall not be used or applied in such manner as to cause any Bond to be or become an "arbitrage bond" as that term is defined in Section 148 of the Code, (b) ninety-five percent (95%) or more of the net proceeds will be used for the acquisition, construction, reconstruction, or improvement of land or property of a character subject to the allowance for depreciation, within the meaning of Section 144(a) of the Code, (c) the proceeds will be used solely for the acquisition and construction of the Project, which shall constitute facilities solely for the manufacturing, including processing, of tangible personal property, or for issuance expenses, or shall be rebated to the United States of America as provided in this Lease Agreement and the Indenture, and no part of the proceeds will be used by the User, directly or indirectly, for working capital or to finance inventory, or to acquire any facility or asset which may not be financed, in whole or in part, with the proceeds of obligations the interest on which is excludable from gross income for federal income taxation, (d) the net proceeds shall not be used for the acquisition, construction, reconstruction or improvement of any property which would cause the average maturity of the Bonds to exceed one hundred twenty percent (120%) of the average reasonably expected economic life of the facilities financed with the net proceeds of the Bonds, within the meaning of Section 147(b) of the Code, (e) none of the net proceeds shall be used to acquire (directly or indirectly) any land (or any interest therein) to be used for farming purposes; (f) less than twenty-five percent (25%) of the net proceeds shall be used to acquire (directly or indirectly) the Project Site or any other land (or any interest therein), (g) none of the net proceeds shall be used to acquire any property or any interest therein (including, without limitation, buildings, structures, facilities, improvements, equi...
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Covenants Regarding. Patent, Trademark and Copyright --------------------------------------------------- Collateral. ----------- (i) Grantor shall notify Agent immediately if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright (now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor's ownership of any Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) In no event shall Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving Agent prior written notice thereof, and, upon request of Agent, Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may request to evidence Agent's Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that any of the Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, Grantor shall promptly notify Agent. Grantor shall, unless Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is in no way material to the conduct of its business or operations, promptly sue for infringement, misappropriation or dilution and tx xecover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateral.
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Covenants Regarding the Seller and Class C ------------------------------------------ Certificateholder. ----------------- With respect to the Seller and, for so long as GTFC-2 is the Class C Certificateholder, with respect to GTFC-2, the Originator covenants that: (a) it will at all times hold out to the public, including the respective creditors of the Originator, the Seller and GTFC-2, that it is a separate entity from the others. The Originator, the Seller and GTFC-2 will not share a common logo. The Originator will not hold out or consider the Seller or GTFC-2 as a department or division of the Originator. (b) Other than the payment of certain of the organizational expenses of the Seller and GTFC-2 by the Originator, each of the Seller and GTFC-2 will be responsible for the payment of all its losses, obligations and expenses, and it will be adequately capitalized to conduct its business. (c) All transactions and dealings between the Originator and the Seller or GTFC-2 will be on such terms and conditions as would be generally available to entities unaffiliated with the Originator in comparable transactions. All such transactions have been and will be made only with prior approval of the Seller's or GTFC-2's (as applicable) Board of Directors, at arm's length, in good faith, and without the intent to hinder, delay or defraud creditors of either entity, and transfers between the Originator, the Seller or GTFC-2 will not be made if the party making the transfer is insolvent or would be rendered insolvent by the transfer. (d) Following the formation of the Trust, the Originator will disclose all material transactions associated with the transaction in communications to its shareholders and in public announcements which will disclose the separate corporate identity of the Seller and GTFC-2 and that the assets of the Seller and GTFC-2 will not be available for payment of creditors' claims in the event of the insolvency of the Originator. (e) Each of the Seller and GTFC-2 will comport itself in a manner consistent with the factual assumptions contained in the "nonconsolidation opinions" of Xxxxxx & Xxxxxxx LLP dated June 29, 2000 rendered in connection with the issuance of the Notes.
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Covenants Regarding. AEW Master Lessee ------------------------------------- Until the payment in full of the First Loan Base Debt, AEW Master Lessee will not authorize or otherwise effect (except as otherwise permitted herein) any of the corporate actions set forth below with respect to itself; and AEW and AEW, Inc. (the general partner of AEW/LP, the general partner of AEW), as the only stockholders of AEW Master Lessee, hereby agree that they will not vote such stock, or authorize any directors elected by it to vote to cause or permit any of the corporate actions prohibited below, and that they will vote such shares of AEW Master Lessee to cause to be effected the corporate actions required to be effected below, with respect to AEW Master Lessee. (a) AEW Master Lessee shall not incur, assume, guarantee or otherwise become or remain liable for any indebtedness or other liabilities or obligations, except: (1) such indebtedness, liabilities or obligations as may be expressly permitted by this Agreement or the Amended Transaction Documents; (2) taxes due but not yet payable; and (3) trade payables and other liabilities incurred in the ordinary course of business. (b) AEW Master Lessee shall not engage in any business or activity, except as may be expressly permitted by this Agreement or the Amended Transaction Documents or the Master Lease, other than acting as lessee under the AEW Master Lease. (c) AEW Master Lessee shall not engage in any transaction, except as expressly permitted by this Agreement or the Amended Transaction Documents or the Master Lease, with AEW or AEW, Inc. or with any Affiliate of AEW or AEW, Inc. (d) AEW Master Lessee shall not consolidate or merge with or into any other entity or convey or transfer all or any substantial portion of its assets other than as expressly permitted under this Agreement or the Amended Transaction Documents. In addition, except as expressly permitted under this Agreement or the Amended Transaction Documents, AEW Master Lessee shall not grant or permit to attach any liens, encumbrances, security interests, options or other rights or interests in or upon any of its assets, except (without limitation of any of First Lender's rights under the Amended First Mortgage or any of the other Amended First Loan Documents), for such liens as may, through no direct or indirect action or consent of AEW Master Lessee, attach to the Tower Property in connection with third-party mechanics' lien claims and similar encumbrances. AEW Master Lessee ...
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Covenants Regarding. InformationFrom the date hereof until the Closing Date, to the extent permitted by applicable United States export control Laws and the Company TAAs in place and upon reasonable notice, the Company and its Subsidiaries shall afford the Buyers and their Representatives reasonable access to the Representatives, assets, properties and books and records (including Returns, Tax information and records) of the Company and each of its Subsidiaries, the Company and its Subsidiaries shall furnish the Buyers with all such information and data (including copies of Contracts and such other financial, operating and other data and information as the Buyers may reasonably request) and shall reasonably assist and cooperate with the Buyers and, subject to the reasonable consent of the Company as to the choice of an independent consultant, any Person who might perform any testing or have access to any information, including without limitation, any independent consultant conducting tests and confirmatory audits of the propellant or bi-propellant status and the Available Satellite Operational Capability of the Company Satellites (and shall permit the Buyers to observe such tests and audits); provided, however, that any such testing, audits and accessing or furnishing of information (other than testing conducted pursuant to Section 6.2(b)) shall be conducted at the Buyers’ expense, during normal business hours, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company and its Subsidiaries or with the operation or use (including by the Company’s customers) of the Company Satellites or risk harm to them; and, provided, further, that except as provided in Section 6.2(b) below, nothing herein, including any consent that may be given by the Company for the conduct of particular tests or audits, shall be deemed to bind the Company or any Seller to any conclusion that either any Buyer or consultant may derive from such testing or audits. To the extent permitted by applicable United States export control Laws, the Company and the Sellers shall be provided with all copies of instructions, descriptions of methodology to be performed, test and audit results, all draft instructions, methodologies, reports and any other documents prepared by any Buyer or any consultant with regard to such tests and audits. Notwithstanding anything to the contrary in this Agreement, neither Company nor its Subsidiaries shall be requir...
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Related to Covenants Regarding

  • Covenants regarding Party C Party B (as a shareholder of Party C) and Party C hereby covenant as follows: 2.1.1 Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association of Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners; 2.1.2 They shall maintain Party C’s corporate existence in accordance with good financial and business standards and practices, obtain and maintain all necessary government licenses and permits by prudently and effectively operating its business and handling its affairs; 2.1.3 Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the material business or revenues of Party C, or allow the encumbrance thereon of any security interest; 2.1.4 Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for payables incurred in the ordinary course of business other than through loans; 2.1.5 They shall always operate all of Party C’s businesses in the ordinary course of business to maintain the asset value of Party C and refrain from any action/omission that may affect Party C’s operating status and asset value; 2.1.6 Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a price exceeding RMB100,000 shall be deemed a major contract); 2.1.7 Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or credit; 2.1.8 They shall provide Party A with information on Party C’s business operations and financial condition at Party A’s request; 2.1.9 If requested by Party A, they shall procure and maintain insurance in respect of Party C’s assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses; 2.1.10 Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire or invest in any person; 2.1.11 They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C’s assets, business or revenue; 2.1.12 To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against all claims; 2.1.13 Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to its shareholders, provided that upon Party A’s written request, Party C shall immediately distribute all distributable profits to its shareholders; 2.1.14 At the request of Party A, they shall appoint any person designated by Party A as the director or executive director of Party C. 2.1.15 Without Party A’s prior written consent, they shall not engage in any business in competition with Party A or its affiliates; and 2.1.16 Unless otherwise required by PRC law, Party C shall not be dissolved or liquated without prior written consent by Party A.

  • Covenants Etc Buyer shall have substantially performed and complied with each and every covenant, agreement and condition required by this Agreement to be performed or complied with by it prior to, or at, the Closing Date.

  • Covenants and Conditions All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions.

  • Covenants of Company In the event that any litigation with claims in excess of $1,000,000 to which the Company is a party which shall be reasonably likely to result in a material judgment against the Company that the Company will not be able to satisfy shall be commenced by an Owner, during the period beginning nine months following the commencement of such litigation and continuing until such litigation is dismissed or otherwise terminated (and, if such litigation has resulted in a final judgment against the Company, such judgment has been satisfied), the Company shall not make any distribution on or in respect of its membership interests to any of its members, or repay the principal amount of any indebtedness of the Company held by CFC, unless (i) after giving effect to such distribution or repayment, the Company's liquid assets shall not be less than the amount of actual damages claimed in such litigation or (ii) the Rating Agency Condition shall have been satisfied with respect to any such distribution or repayment. The Company will not at any time institute against the Trust any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates, the Notes, this Agreement or any of the Basic Documents.

  • Certain Covenants, Representations and Warranties of Client In connection with the Co-Managers’ activities hereunder, Client hereby represents, warrants, covenants, and agrees, as applicable, to each Co-Manager: a. Client is duly organized and validly exists as a limited liability company in good standing under the laws of the state of Delaware, has all requisite power and authority to enter into this Agreement, and has all requisite power and authority to conduct its business as described in the Offering Circular. b. No consent, approval, authorization, or other order of any governmental authority is required in connection with the execution or delivery by the Client of this Agreement or the issuance and sale by the Client of the Securities, except such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or applicable state securities laws. c. No defaults exist in the due performance or observance of any material obligation, term, covenant, or condition of any agreement or instrument to which the Client is a party or by which it is bound. d. At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and non-assessable and will conform to the description in the Offering Circular. e. Subject to the performance of the Client’s obligations hereunder, the holders of the Securities will have the rights described in the Offering Circular and associated transaction documents. f. This Agreement, when executed by the Client, will have been duly authorized and will be a valid and binding agreement of the Client, enforceable in accordance with its terms. g. Client will cooperate with each Co-Manager and provide it reasonable access to the officers, directors, employees, and advisers of Client and Masterworks, and furnish each Co-Manager all information and data regarding the business and financial condition of Client and Masterworks that any Co-Manager deems appropriate for purposes of the Offering (the “Information”). h. As of each date of any offer of the Securities and each date of any closing of the Offering, the Offering Materials will be complete and correct in all material respects and, except for those statements for which written supplemental corrections or additions have been made or given to the investors participating in such closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. i. Client will allocate Securities to investors and take all steps reasonably necessary to ensure that the Offering is not over-allotted. j. Client agrees to confirm all orders for purchase of Securities that are accepted by the Client and provide evidence of such confirmation to the Co-Managers. k. Client will take reasonable steps to ensure that no officer, director, employee, or affiliate of the Client (except as otherwise described in the Offering Circular) buys or acquires any Securities in connection with the Offering. l. Any projected or estimated financial information or other forward-looking information relating to issuer or administrator metrics and not the future performance of the securities offered, which the Client in the Offering Materials or otherwise provides to any Co-Manager will be made by Client in good faith, based on management’s best estimates at the time and based on facts and assumptions, which management believes are reasonable. A full management’s discussion of the underlying assumptions and risks relating to achieving such projections will accompany all such projections or estimates. m. Client acknowledges and agrees that each Co-Manager, in rendering its services hereunder: (i) will be using and relying on the Information provided by Client (as well as information available from affiliates of Client and public sources and other sources deemed reliable by Co-Manager) (ii) is authorized to transmit to any potential investor the Offering Materials and forms of subscription agreements and any other legal documentation supplied to the Co-Manager for transmission to any potential investor by or on behalf of the Client in connection with the Offering; and (iii) does not and will not assume responsibility for the accuracy or completeness of the Offering Materials or any Information or other Information regarding the Client. Each Co-Manager reserves the right to investigate and independently verify the Client’s representations and claims. n. Client will be solely responsible for the contents of the Offering Materials (as amended and supplemented and including any information incorporated therein by reference). o. If at any time prior to the completion of the offer and sale of the Securities an event occurs or circumstance exists and the Offering Materials (as then amended and supplemented) include any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Client will promptly notify each Co-Manager of such event and each Co-Manager will suspend solicitations of prospective purchasers of the Securities until such time as Client shall prepare (and Client agrees that, if it shall have notified each Co-Manager to suspend solicitations after Client has accepted orders from prospective purchasers, it will promptly prepare) a supplement or amendment to the Offering Circular, which corrects such statement(s) or omission(s). p. Client shall not make any written or oral representations or statements to investors that contradict or are inconsistent with the statements made in the Offering Circular, as amended or supplemented. q. Any advice rendered or material provided by a Co-Manager during the term of this Agreement or during the Offering process was and is intended solely for the benefit and confidential use of the Client and will not be reproduced, summarized, described, referred to, or given to any other person or entity for any purpose without the Co-Manager’s prior written consent. Each Co-Manager is an independent contractor and is being retained solely to assist Client in its efforts to effect the Offering. r. Client understands and agrees that neither Co-Manager is or will be construed as a fiduciary of the Client and will have no duties or liabilities to the equity holders or creditors of the Client or to any other person or entity by virtue of this Agreement, other than fiduciary duties imposed under applicable law, rules, or regulations in connection with the arrangements contemplated hereby, and to the fullest extent permitted under applicable law, rules, or regulations, Client hereby expressly waives all of such duties and liabilities. s. Client understands and agrees that neither Co-Manager will provide legal, accounting, and/or tax advice and Client agrees to retain its own counsel concerning any necessary legal, accounting, and tax matters; and nothing contained herein shall be construed to obligate a Co-Manager to purchase, as principal, any of the securities offered in the Offering. t. There are no brokers, representatives, or other persons (other than persons associated with the Co-Managers), which have an interest in compensation due to either Co-Manager from any transaction contemplated herein. u. The Offering of the Securities shall be at the price and upon the terms and conditions set forth in the Offering Circular and the exhibits and appendices thereto and any amendments or supplements thereto. v. Client will comply with all requirements imposed upon it by of Regulation A, the regulations and rules thereunder, and applicable federal and state securities laws; and Client has not taken, and agrees that it will not take, any action, directly or indirectly, so as to cause the Offering to fail to be entitled to the exemption from registration afforded by Regulation A of Section 401 of the JOBS Act Section 3(b), as amended. w. In effecting the Offering, Client agrees to comply in all material respects with applicable provisions of the Securities Act and any rules and regulations thereunder and any applicable state laws and requirements, as well as any federal, state, or foreign judicial decisions or opinions related thereto. x. Client will not solicit investors unless such solicitation complies in all material respects with the requirements of applicable federal securities laws, including Rule 255 under the Securities Act, and will not make any sale of the Securities until the Offering Statement with respect to the Offering is qualified by the SEC, and Client covenants and agrees that the Offering does not and shall not violate any federal, state, local, foreign or other laws, rules, regulations or interpretations, including those rules, regulations and interpretations of the SEC, IRS, FINRA and any other self-regulatory organization or domestic or foreign governmental agency or entity. y. Client will provide copies to Co-Manager of any current or previous filings with the SEC in the preceding twelve (12) months. z. Client will collect and maintain investor funds in a segregated account and will treat investor funds and use the proceeds in a manner consistent with the description in the Offering Circular. aa. Client will take such action as is necessary to qualify the Securities for offer and sale under the securities laws of such states and other jurisdictions of the United States (including but not limited to federal securities laws). bb. Client agrees (i) that any subscription or other similar agreement pursuant to which Securities are sold shall be in form and substance reasonably satisfactory to each of the Co-Managers and its counsel, shall comply with all applicable federal and state laws, rules and regulations and such other terms and conditions as are customary for exempt transactions of securities pursuant to Regulation A, and (ii) to provide a copy of such executed document to each Co-Manager promptly following the execution and delivery thereof by an investor. The Client agrees that any representations and warranties made by it to any investor in the Offering shall be deemed also to be made to the Co-Managers for their benefit.

  • Survival of Covenants, Etc All covenants, agreements, representations and warranties made herein, in the Notes, in any of the other Loan Documents or in any documents or other papers delivered by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries pursuant hereto or thereto shall be deemed to have been relied upon by the Lenders and the Agent, notwithstanding any investigation heretofore or hereafter made by any of them, and shall survive the making by the Lenders of any of the Loans, as herein contemplated, and shall continue in full force and effect so long as any amount due under this Agreement or the Notes or any of the other Loan Documents remains outstanding or any Letters of Credit remain outstanding or any Lender has any obligation to make any Loans or issue any Letters of Credit. The indemnification obligations of the Borrower provided herein and in the other Loan Documents shall survive the full repayment of amounts due and the termination of the obligations of the Lenders hereunder and thereunder to the extent provided herein and therein. All statements contained in any certificate delivered to any Lender or the Agent at any time by or on behalf of the Borrower, any Guarantor or any of their respective Subsidiaries pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by such Person hereunder.

  • COVENANTS OF ICANN ICANN covenants and agrees with Registry Operator as follows:

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • Covenants, Warranties and Representations Each of the parties covenants, warrants and represents for itself as follows:

  • Survival of Covenants and Agreements The covenants and agreements of the parties to be performed after the Effective Time contained in this Agreement shall survive the Effective Time.

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