General Covenants and Agreements Clause Samples
The "General Covenants and Agreements" clause sets out the fundamental promises and obligations that each party undertakes in a contract. Typically, this section includes commitments such as compliance with laws, maintaining necessary licenses, and acting in good faith throughout the contractual relationship. By establishing these baseline expectations, the clause ensures that both parties are aligned on essential conduct, thereby reducing misunderstandings and providing a framework for accountability during the contract's term.
General Covenants and Agreements. The Debtor covenants and agrees with the Secured Party as follows:
(a) The Tangible Collateral (other than Inventory in transit or in the process of being sold and other than other items of Collateral which are sold as permitted pursuant to this Security Agreement and Tangible Collateral maintained or used off premises in the ordinary course of business) and the Debtor's records concerning Accounts, shall be kept at Debtor's principal place of business as set forth on the first page of this Security Agreement which shall not be changed without prior notice to Secured Party.
(b) Except for purchase money security interests, the Debtor will not, without the prior consent of the Secured Party, pledge or grant any security interest in any of the Collateral to any Person other than the Secured Party, permit any Lien to attach to any of the Collateral or any levy to be made thereon or any financing statement (other than those of the Secured Party) to be on file with respect thereto, or except in the ordinary course of business, sell, assign or convey any of the Collateral.
(c) At the request of the Secured Party, the Debtor will join with the Secured Party in executing one or more financing statements pursuant to the UCC in form satisfactory to the Secured Party covering the Collateral wherever filing is deemed necessary or prudent by the Secured Party. In the event that the Debtor fails or refuses to execute any such financing statement within ten (10) days of written request by Debtor, the Secured Party may file an executed copy or photocopy of an executed copy of this Security Agreement as a financing statement in any such offices to the extent permitted by applicable law.
(d) The Debtor shall inform the Secured Party in writing of any material adverse change in any of the representations and warranties of the Debtor under this Security Agreement, promptly after the Debtor shall learn of such change.
(e) The Debtor will keep and maintain at its own cost and expense customary business records of the Collateral, including without limitation, a record of all payments received and all credits granted with respect to the Collateral and all other dealings with the Collateral. For the further security of the Secured Party, the Debtor agrees that the Secured Party shall have a special property interest in all of the Debtor books and records pertaining to the Collateral. After the occurrence and during the continuance of an Event of Default the Debtor shall deliver an...
General Covenants and Agreements. The Debtor hereby covenants and agrees that:
(i) Except as provided in the next sentence, in the event the Debtor receives any dividends, interest or distributions on any investment property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any investment property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) the Debtor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Secured Party over such investment property (including delivery thereof to the Secured Party), and pending any such action, the Debtor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Secured Party and it shall be segregated from all other property of the Debtor. Notwithstanding the foregoing, so long as no Default shall have occurred and be continuing, the Secured Party authorizes the Debtor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest.
(ii) In the event the Debtor acquires rights in any investment property after the date hereof, it shall deliver same to the Secured Party, together with a supplement or amendment hereto reasonably satisfactory to the Secured Party reflecting such new investment property and all other investment property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Secured Party shall attach to all investment property immediately upon the Debtor’s acquisition of rights therein and shall not be affected by the failure of the Debtor to deliver a supplement as required hereby.
General Covenants and Agreements. (a) Executive covenants and agrees not to make any derogatory or disparaging statements about Associated, its officers, directors, agents, employees, representatives, related or affiliated corporations, their successors and assigns, their products or services, their customers at any time in the future without limitation of any kind, except as otherwise required by law. Associated, on behalf of itself and its officers, directors, agents, employees, representatives, related or affiliated corporations, their successors and assigns, covenants and agrees not to make any derogatory or disparaging statements about Executive at any time in the future without limitation of any kind, or otherwise interfere with his efforts to secure future employment, except as otherwise required by law.
(b) Executive agrees to (i) voluntarily appear, if requested by Associated, without a subpoena to testify in any legal proceeding, meet with Associated counsel prior to such testimony as and when reasonably requested by Associated and advise such counsel truthfully of all facts known to him, and (ii) for a period of twelve months from the Termination Date, provide reasonable consultation, cooperation and assistance as and when reasonably requested by Associated with respect to matters in which Executive was involved or had knowledge of during his employment by Employer, provided, that, Associated shall reimburse Executive for all reasonable out-of-pocket expenses incurred by Executive in order to comply with this Section 7(b).
(c) Executive covenants and agrees that he will execute such additional documents and take such additional actions as may be reasonably requested by Associated in furtherance or connection with this Agreement.
General Covenants and Agreements. The Borrower, K▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and D▇▇▇▇ ▇▇▇▇▇▇▇ each respectively covenant and agree with the Lender as follows:
(a) The Collateral shall be kept at the principal place of business of Borrower or in the custody of the Lender, and said location shall not be changed without the prior written notice consent of the Lender.
(b) The Borrower shall immediately advise the Lender in writing of any change in the location of its principal place of business the location of its chief executive office, or the places where the Collateral is kept.
(c) Neither the Borrower, K▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇ ▇▇▇▇▇▇▇ will, without the prior consent of the Lender, grant any security interest in any of the Collateral to any Person other than the Lender, or permit any Lien to attach to any of the Collateral or any levy to be made thereon or any financing statement (other than those of the Lender) to be filed with respect thereto.
General Covenants and Agreements. Section 4.1. This Guaranty is entered into by the Guarantors for the benefit of the Trustee and the owners from time to time of the Bonds and any successor trustee under the Indenture, all of whom shall be entitled to enforce performance and observance of this Guaranty to the same extent as if they were parties signatory hereto.
Section 4.2. The Guarantors shall be discharged of their obligations hereunder only upon (1) the payment of the principal of, premium, if any, and interest on the Bonds to the Trustee, or provision for payment thereof having been made with the Trustee as provided in the Indenture, and (2) upon satisfaction of all obligations of the lessee under the Lease.
Section 4.3. The joint and several obligations of the Guarantors hereunder shall arise absolutely and unconditionally when the Bonds shall have been issued, sold and delivered by Issuer and the proceeds thereof paid to the Trustee.
General Covenants and Agreements. 6.1 Upon the execution of this Agreement, and, again, upon the occurrence of a Specified Event, the Pledgor shall deliver to the Creditor all share certificates representing the Pledged Shares and such share certificates shall be duly endorsed by the Pledgor in blank for transfer and shall be accompanied by a stock transfer executed by the Pledgor in favour of the Creditor.
6.2 Upon the execution of this Agreement and, again, upon the occurrence of a Specified Event, the Pledgor shall cause the issuer of the Pledged Shares to execute and deliver to the Creditor an acknowledgement, in a form satisfactory to the Creditor and properly authorized by the directors of such issuer, whereby such issuer acknowledges that the Pledged Shares have been pledged, assigned, transferred, mortgaged and charged in favour of the Creditor pursuant to this Agreement.
6.3 Upon the execution of this Agreement and, again, upon the occurrence of a Specified Event, the Pledgor shall deliver to the Creditor evidence, in a form satisfactory to the Creditor, that the Pledgor has obtained all consents and approvals which must be obtained from any regulatory authorities having jurisdiction over the Pledged Shares or the Corporation in order to allow the Pledgor to pledge, assign, transfer, mortgage or charge the Pledged Shares in favour of the Creditor pursuant to this Agreement.
6.4 The Pledgor covenants and agrees with the Creditor that, so long as the Indebtedness is outstanding or until the Pledgor has been released from its liabilities and obligations under the Guarantee, the Pledgor shall:
a) pay to the Creditor immediately upon demand any and all charges, expenses and costs, including legal costs between a solicitor and its own client, incurred by the Creditor in enforcing this Agreement, in connection with the collection of moneys under this Agreement and in connection with any other matter or thing related to this Agreement;
b) execute all documents and do all things which, in the opinion of the Creditor or its legal counsel, are necessary in order to make this Agreement valid and enforceable in accordance with its terms;
c) observe all covenants, agreements, terms and conditions of the Guarantee and this Agreement and any other document to which the Pledgor is a party and which is contemplated under this Agreement;
d) indemnify the Creditor against and hold the Creditor harmless from all taxes and charges (including license and registration fees and all taxes, levies, imposts,...
General Covenants and Agreements