Particular Covenants of Mortgagor Sample Clauses

Particular Covenants of Mortgagor. 1. Mortgagor shall pay the Secured Amount evidenced by the Documents secured by the Mortgage and will observe, perform and comply with all the covenants, terms and conditions herein and in the said Documents, expressed, or implied, on its part to be observed, performed, or complied with. 2. Mortgagor is and shall continue to be a citizen of the United States entitled to own and operate the Vessels under its marine documents, which Mortgagor shall maintain in full force and effect; and all action necessary for the execution, delivery and validity hereof and of said Documents has been duly taken. Mortgagor shall not remove any Vessel from United States of America waters during the term of this Mortgage. 3. Mortgagor lawfully owns and possesses the whole of the Vessels free of all prior or competing liens and encumbrances whatsoever, and shall warrant and defend title to and possession of all and every part thereof for the benefit of Mortgagee against all persons whomsoever except as permitted by the Documents. 4. Mortgagor shall comply with and not permit the Vessels to be operated contrary to any provision of the laws, treaties, conventions, rules, regulations or orders of the United States of America and/or any other jurisdiction wherein operated, and/or of any department or agency thereof, and shall not remove the Vessels from the limits of the United States without the prior written consent of Mortgagee. Mortgagor shall do everything necessary to establish and maintain this Mortgage as a Second Lien Preferred Fleet Mortgage on each Vessel and shall maintain in the documentation of each Vessel as a Vessel of the United States of America or the port of documentation without the prior written consent of Mortgagee. 5. Neither the Mortgagor nor the master or operator of the Vessels, or any one acting on their behalf, has or shall have any right, power, or authority to create, incur or permit to be placed or imposed or continued upon the Vessels any lien whatsoever which would or might be prior to or on a parity with or which might impair the lien of this Mortgage, other than to secure the Mortgagee, its heirs, executors, administrators, successors or assigns, and liens for damages arising out of tort, stevedores’ and crews’ wages, salvage and general average except as permitted by the Documents. 6. Xxxxxxxxx shall pay and discharge when due and payable from time to time, all taxes, assessments, governmental charges, fines and penalties lawfully imposed upon t...
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Particular Covenants of Mortgagor. Mortgagor covenants and agrees as follows:
Particular Covenants of Mortgagor. Section 2.1 Performance of Mortgage, Loan Agreement and Mortgage ---------------------------------------------------- Note. ---- The Mortgagor will perform, observe and comply with all the provisions hereof and of the Loan Agreement, and will promptly pay to the Mortgagee the sum of money expressed in the Mortgage Note with interest thereon and all other sums required to be paid pursuant to the provisions of the Mortgage Note, this Mortgage and the Loan Agreement, on the days when payment shall become due, all without deduction or credit for taxes or other similar charges paid by the Mortgagor, time being of the essence for such payments.
Particular Covenants of Mortgagor. Mortgagor represents, warrants, covenants and agrees as follows:
Particular Covenants of Mortgagor. Mortgagor represents, warrants, covenants and agrees as follows: SECTION 1.01 Mortgagor represents and warrants that it has a good and marketable title to an indefeasible fee estate in the Premises and the Improvements; that it owns the Mortgaged Property subject to no lien, charge or encumbrance, other than the Permitted Encumbrances; that this Mortgage is and will remain a valid and enforceable first lien on the Mortgaged Property subject only to the exceptions referred to above; that the execution and delivery of this Mortgage and the other Loan Documents has been duly authorized by Mortgagor and that there is no provision in any document relating to Mortgagor that evidences or establishes the existence of Mortgagor requiring further consent for such action by any other entity or person; that it is duly organized, validly existing and is in good standing under the laws of the state of its formation or incorporation, as the case may be; that it has (i) all necessary licenses, authorizations, registrations, permits and/or approvals and (ii) full power and authority to own its properties and carry on its business as presently conducted and the execution and delivery by it of and performance of its obligations under, this Mortgage and the other Loan Documents will not result in Mortgagor being in default under any provisions of any document which evidences or establishes the existence of Mortgagor or of any mortgage, credit or other agreement to which Mortgagor is a party or by which it is bound or which affects Mortgagor or the Premises or the Improvements, or any part thereof; that it will preserve such title, and will forever warrant and defend the same unto Mortgagee, and will forever warrant and defend the validity and priority of the lien hereof against the claims of all persons and parties whomsoever, subject only to the Permitted Encumbrances. SECTION 1.02 Mortgagor will, at the sole reasonable cost and expense of Mortgagor, and without expense to Mortgagee, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers and assurances as Mortgagee shall from time to time reasonably require, for the better assuring, conveying, mortgaging, assigning, transferring and confirming unto Mortgagee the property and rights hereby conveyed, mortgaged or assigned or intended now or hereafter so to be, or which Mortgagor may be or may hereafter become bound to convey, mortgage o...

Related to Particular Covenants of Mortgagor

  • Particular Covenants of the Company The Company hereby covenants and agrees as follows:

  • Affirmative Covenants of the Servicer From the Closing Date until the Collection Date:

  • Particular Covenants (a) MOUD and the State shall carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental, governance and urban development practices. (b) In the carrying out of the Project and operation of the Project facilities, MOUD and the State shall perform all obligations set forth in the Loan Agreement to the extent that they are applicable to MOUD and the State. Section 2.02. MOUD and the State shall make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, MOUD and the State shall employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. MOUD and the State shall carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. MOUD and the State shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) MOUD and the State shall take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, MOUD and the Sate undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. MOUD and the State shall maintain, or cause to be maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB, MOUD, and the State shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

  • Covenants of the Trust The Trust covenants and agrees to the following: (a) to maintain books and records separate from any other person or entity; (b) to maintain its accounts separate from those of any other person or entity, except as permitted by the Trust Agreement or any other Basic Document; (c) not to commingle assets with those of any other entity, except as permitted by the Trust Agreement or any other Basic Document; (d) to conduct its own functions in its own name; (e) to maintain separate financial statements or records; (f) to pay its own liabilities out of its own funds, except as permitted by the Trust Agreement or any other Basic Document; (g) to maintain an arm's-length relationship with its Affiliates; (h) to pay the salaries of its own employees and maintain a sufficient number of employees or adequate service providers in light of its contemplated business operations; (i) to allocate fairly and reasonably any overhead for shared office space; (j) to hold itself out as a separate entity; (k) to correct any known misunderstanding regarding its separate identity; (l) not to guarantee or become obligated for the debts of any other affiliated or unaffiliated third party or hold out its credit as being available to satisfy the obligations of others (except as otherwise specified in the Basic Documents); and (m) to take such actions as are necessary to ensure that any financial statements of TMCC or any Affiliate thereof that are consolidated to include the Trust will contain detailed notes clearly stating that (i) all of the Trust’s assets are owned by the Trust, and (ii) the Trust is a separate entity with its own separate creditors that will be entitled to be satisfied out of the Trust’s assets prior to any value in the Trust becoming available to the Trust’s equity holders; and the accounting records and the published financial statements of TMCC will clearly show that, for accounting purposes, the Receivables and the other Collateral have been sold or contributed to the Trust.

  • Covenants of the Transferor The Transferor hereby covenants that:

  • Covenants of the Depositor The Depositor covenants and agrees with the Underwriters that: (a) The Depositor will not file any amendment to the Registration Statement (other than by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filing, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Registered Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Certificates; provided that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

  • Covenants of the Master Servicer The Master Servicer hereby covenants to the Depositor and the Trustee as follows: (a) the Master Servicer shall comply in the performance of its obligations under this Agreement with all reasonable rules and requirements of the insurer under each Required Insurance Policy; and (b) no written information, certificate of an officer, statement furnished in writing or written report delivered to the Depositor, any affiliate of the Depositor or the Trustee and prepared by the Master Servicer pursuant to this Agreement will contain any untrue statement of a material fact or omit to state a material fact necessary to make such information, certificate, statement or report not misleading.

  • Covenants of the Servicer At all times from the Closing Date until the Final Payout Date:

  • Affirmative Covenants of the Seller From the date hereof until the Collection Date:

  • Negative Covenants of the Servicer From the Closing Date until the Collection Date:

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