Lessor Covenants. Lessor agrees that it: (a) shall continue to operate and manage each Property in the same manner in which Lessor has previously operated and managed such Property; (b) shall, subject to Section 7 hereof and subject to reasonable wear and tear, maintain each Property in the same (or better) condition as exists on the date hereof; and (c) shall not, without Lessee’s prior written consent, which, after the expiration of the Due Diligence Period may be withheld in Lessee’s sole discretion: (i) amend the Leases or the Guaranties in any manner, nor enter into any new lease, other than the Ground Leases and the Pinnacle Leases, license agreement or other occupancy agreement with respect to any Property; (ii) consent to an assignment of any Lease or a sublease of the premises demised thereunder or a termination or surrender thereof; (iii) terminate any Lease or release any guarantor of or security for any Lease unless required by the express terms of such Lease; and/or (iv) cause, permit or consent to an alteration of the premises demised under the Leases (unless such consent is non-discretionary). Lessor shall promptly inform Lessee in writing of any material event adversely affecting the ownership, use, occupancy or maintenance of any Property, whether insured or not.
Lessor Covenants. 9.1. Lessor shall have the right, at its sole cost, responsibility, and expense, to make at any time alterations to Lessor’s Real Property and to construct other improvements on Lessor’s Real Property (“Lessor Improvements”) provided that Lessee’s prior written consent has been obtained (which consent shall not be unreasonably withheld, delayed or conditioned so long as such alterations do not materially impair the use of the Tax-Exempt Facilities by Lessee for the purposes herein described and so long as same are in compliance with all requirements of the Ground Lease).
9.2. Lessee’s rights to operate under this Facilities Lease and the right of Lessee to quiet enjoyment in Section 9.4 hereof shall not be unreasonably impeded by Lessor, or its customers or tenants, with respect to future handling of Product, by rail, truck, pipeline or water-borne means. If Lessor, or its customers or tenants, desire to construct, operate, or otherwise engage in a facility for handling Product by rail, truck, pipeline or water-borne means, said operations may be commenced by Lessor, or its customers or tenants, only upon mutual consent between Lessee and Lessor, which consent shall not be unreasonably withheld, delayed or conditioned.
9.3. Lessor shall pay for all labor and services performed for, materials used by or furnished to Lessor, or used by or furnished to any contractor employed by Lessor with respect to any construction of any Lessor Improvements and hold Lessee and the Tax-Exempt Facilities harmless and free from any liens, claims, encumbrances or judgments created by Lessor. If Lessor elects to post a payment or performance bond or is required to post an improvement bond with a public agency in connection with the above, Lessor agrees to include Lessee as an additional obligee thereunder.
9.4. Lessor is and shall remain for the Lease Term hereof the true and lawful owner of the Tax-Exempt Facilities and, has good right and full power to let and lease the Tax-Exempt Facilities. Lessor agrees that, contingent upon Lessee’s compliance with the terms of this Facilities Lease such that no Event of Default has occurred and is continuing, Lessee shall quietly and peaceably hold, possess and enjoy the Tax-Exempt Facilities for the full Lease Term of this Facilities Lease without any hindrance or molestation by the agents or employees of Lessor as discussed herein, and Lessor will defend the title to the Tax-Exempt Facilities and the use and occupancy of the same by L...
Lessor Covenants. Lessor makes the following covenants to Lessee.
(a) Throughout the Term and any extensions thereof, Lessor and its officers, employees, contractors, agents, tenants, subtenants, servants, licensees and invitees shall not interfere or allow a third party to interfere with the solar patterns affecting the Permitted Improvements.
(b) [Intentionally omitted.]
(c) Throughout the Term and any extensions thereof, as provided in Section 11.1, Lessor shall protect Lessee’s rights of quiet enjoyment.
Lessor Covenants. Subject to the terms and conditions herein expressed, Lessor makes the following covenants to Lessee.
(a) Throughout the Term and any extensions thereof, except as expressly set forth in Article 7 and Section 8.2, Lessor and its officers, employees, contractors, agents, tenants, subtenants, servants, licensees and invitees shall not interfere or allow a third party to interfere with the Permitted Improvements.
(b) Throughout the term and any extensions thereof, Lessor shall use reasonable efforts not to allow any plantings or buildings on or near the Property, nor allow any waste to accumulate on the Premises, which would affect the insolation reaching the Solar Energy Facility. If the Lessor determines that plantings or buildings on or near the Property are desirable, then the Parties will negotiate in good faith to minimize their affect on the insolation reaching the Solar Energy Facility.
(c) Throughout the Term and any extensions thereof, as provided in Section 11.1, Lessor shall protect Lessee’s rights of quiet enjoyment.
(d) Throughout the Term and any extensions thereof, Lessor shall perform all of its obligations under the Post-Closure Environmental Monitoring Plan and any other Applicable Legal Requirements and as further set forth in Exhibit C attached hereto.
(e) Lessor shall promptly inform Lessee of the occurrence of any event that materially and adversely affects the operation of the Solar Energy Facility or the performance of Lessor’s obligations under this Lease (including, but not limited to, any notices of default under any third party contract and the occurrence of any event that may result in the imposition of material liability or obligations on Lessee or Lessor under any Environmental Law).
(f) Lessor shall provide Lessee such other information as Lessee may reasonably request in order to review Lessor’s compliance with the terms of this Lease.
Lessor Covenants. Lessor covenants and agrees that during the term of the Lease, it shall;
(A) not change, cancel or surrender its Certificate of Incorporation or amend its By-Laws from the forms attached as Exhibits A and B, respectively;
(B) comply at all times with all requirements imposed on it by Lender pursuant to the Rent Purchase Agreement;
(C) maintain itself as a limited purpose corporation whose sole activity consists of leasing the Property to Lessee pursuant to this Agreement;
(D) maintain books, records and financial statements separate from its shareholders or any of them or any of their Affiliates;
(E) strictly observe corporation formalities in its dealings with Lender, Lessee, its Shareholders or any of their Affiliates;
(F) maintain its assets in a manner which facilitates their identification and segregation from those of its shareholders or their affiliates;
(G) maintain separate bank accounts and not commingle its funds with those of any other person;
(H) obtain an initial equity cash contribution of not less than $200,000 on or before September 30, 1999, which contribution may come from fees to lessor associated with this Lease transaction, which may be invested with or loaned to a third party; provided, however, 49 Lessor shall not make any distribution to its owners until its obligations to Lessee under this Lease, and the Purchase and Sale Agreement are satisfied except to reimburse its owners for income taxes payable by its owners on Lessor's taxable income and shall maintain a sufficient cash balance to pay all expenses as they become due; and
(I) deliver to Lessee on September 30, 1999 a duly authorized, executed and binding guarantee of TransCapital Corporation in a form acceptable to Lessee.
Lessor Covenants. (a) Lessor covenants and represents that it has good and marketable title to the said premise, free and clear of all liens, claims, mortgages or deeds of trust affecting the Lessee’s possession of the leased shop, Lessee’s use of the premises, or the rights granted to the Lessee hereunder.
(b) Lessor covenants and represents that it has full and complete authority to enter into a lease agreement under all terms, conditions and provisions set forth in the agreement, and so long as the Lessee keeps and substantially performs each and every term, provision and condition contained in the agreement, the Lessee shall peacefully and quietly enjoy the premises without hindrance or disturbance by Lessor or by any other person(s) claiming by, through or under or in trust for Lessor.
(c) On paying the Lease Rent, Lessee hereby reserved and observing & performing the several covenants and stipulations on its part and the conditions herein contained, shall peacefully hold and enjoy the leased shop throughout the said term without any interruptions by the Lessor or by any person claiming by, through, under or in trust for Lessor.
(d) Lessor shall provide, if required for seeking any permission pertaining to commercial activities from any Government Agency, necessary documents pertaining to Lessor properties.
Lessor Covenants. Lessor covenants for the benefit of each other party hereto (unless each shall have otherwise waived in writing compliance herewith) during the term of this Agreement as follows:
(a) It shall take all actions as are required to keep the representations and warranties made by it in Section 2.5 (except, in the case of clause (b) of Section 2.5, if the location of such office shall change, Lessor shall provide each other party hereto with not less than ten (10) days' prior written notice of such change), true and correct in all material respects (but without regard to the date when such representations and warranties were made or are expressed to be effective) until such time as all of the obligations secured hereby have been paid in full.
(b) It shall obtain and maintain, or cause to be obtained or maintained, in full force and effect, any authorization, approval, license, or consent of any governmental or judicial authority including those which may be or become necessary in order for Lenders, the Collateral
Lessor Covenants. The Lessor hereby covenants and agrees that the Lessee is entitled to the quiet enjoyment of the Aircraft without any interference or interruption by Lessor or its representatives for the term of this Lease.
Lessor Covenants. Lessor covenants that:
(a) there is good and sufficient access to the leased premises from a public highway;
(b) all reservoirs, pumps, xxxxx, casings, pipes, fittings, and related facilities in connection with the irrigation system are in good working condition;
(c) Lessor shall not during the term of this lease take water by pumping or any other means from the property or from beneath the property, or pursuant to any riparian or other rights of Lessor in or to the Xxxxxxx River, nor grant the right so to do to any other person.
(d) Lessor has the right to make this lease and Lessee, on paying the rent and performing all its obligations in this lease shall peacefully and quietly have, hold and enjoy the leased premises throughout the lease term or unless sooner terminated as provided herein.
(e) Lessor's title to the leased premises is such that Lessee will be able to obtain at standard rates a California Land Title Association Standard Coverage Form of title insurance policy on its leasehold interest showing as exceptions a lien for taxes not due, and exceptions as may be approved in writing by Lessee.
(f) Lessor shall not during the term hereof sell or agree to sell, any part or all of the leased premises except according to the terms of this agreement.
(g) The leased premises and the adjacent property are the subject of that certain Land Conservation Agreement between Lessor and the County of Monterey, dated February 26, 1968 and recorded February 29, 1968, in Reel 545 page 861 of the official records of the County of Monterey (hereinafter called the Conservation Agreement). Lessor covenants and agrees to make no "Notice of Nonrenewal" or any request for cancellation as provided in paragraphs ___ and ___ of the Conservation Agreement, nor to do any other act or fail to do any act when to do so or fail to do so would result in the termination of the Conservation Agreement or alteration of any of the terms or conditions thereof, unless the consent in writing of Lessee is first had and obtained.
Lessor Covenants. Lessor represents that it is the owner of the Premises and that this Agreement does not violate any agreement, lease or other agreement of Lessor. Lessor shall not take any action that would impair or interrupt the use of the Leased Premises. Lessor agrees to notify Lessee within a commercially reasonable time if (a) it has knowledge of third-parties impairing or misusing the Leased Premises or Charging Stations, or (b) it obtains knowledge of a needed repair to the Leased Premises or Charging Stations. If motorists who do not utilize the Charging Stations repeatedly park in the parking spaces in the Leased Premises, thereby impairing use of the Charging Stations, then the parties shall together determine and implement an appropriate and effective strategy for preventing such impairment, including, without limitation, alternative signage and painted asphalt. Lessor shall use commercially reasonable efforts to actively monitor the Leased Premises to ensure that use of the Charging Stations is not impaired.
