PARTNERSHIP COVENANTS Sample Clauses

PARTNERSHIP COVENANTS. A. Upon the request of Home Properties, the Partnership will provide, or cause to be provided, a signed representation letter substantially in the form attached hereto as EXHIBIT I. The Partnership will provide access by Home Properties' representatives, to all financial and other information relating to the Property as is sufficient to enable them to prepare audited financial statements, at Home Properties' expense, in conformity with Regulation S-X of the Securities and Exchange Commission (the "Commission") and any registration statement, report or disclosure statement required to be filed with the Commission. B. Prior to the Closing Date, the Partnership shall continue to fulfill all of its obligations under the terms of the leases encumbering the Property and under the service contracts and the Partnership shall operate, maintain and repair all landscaping, buildings, fixtures and facilities in accordance with its current practices. C. The Partnership covenants that it hereby waives any and all claims it may have against Home Properties as assignee of the Management Agreement relating to any defaults by Community Realty Company, Inc. in the performance of its obligations under the Management Agreement. D. The Partnership will cease to market the Property during the term and pendency of the Contribution Agreement. In that regard, the Partnership will refrain from soliciting or accepting any offer from any third party, or initiating any discussions with any third party concerning the sale, refinancing or recapitalization of the Property, until such time as either Home Properties or the Partnership shall have terminated this Contribution Agreement. E. The Managers hereby covenant to cause the tax returns to be prepared for the Partnership for the period up to the Closing Date. Home Properties shall make available to the Managers (and their representatives) promptly upon request, all financial and other information relating to the Partnership which is necessary to permit the Managers to file any tax returns on behalf of the Partnership for its taxable year ended on the Closing Date, and for such other purposes as may be requested by the Managers in order to wind up business affairs for the entity and the Partners, and shall otherwise cooperate reasonably with the Managers with respect to any pre-Closing tax matters. F. The Managers shall cause tax returns for the Partnership for the period up to the Closing Date to be completed within one hundred twenty (...
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PARTNERSHIP COVENANTS. A The Partnership hereby covenants to the Contributor, Tower and any Designees as follows: (i) For a period of fifteen (15) years from and after the Closing Date, the Partnership shall not sell, exchange, transfer or otherwise dispose of the Property unless such transaction occurs in a manner as to be tax free to the Contributor and its partners, Tower and any Designees and their respective successors and assigns. After the foregoing 15-year period, Partnership will use commercially reasonable efforts to effect any disposition of all or part of the Property through a I.R.S. Code Section 1031 tax-free exchange or other transaction which does not cause federal income tax gain to be incurred by the Contributor, its partners, Tower, any Designees and their respective successors and assigns. In the event that the Partnership breaches any of its obligations set forth in this Section 26(A)(i), Partnership shall indemnify, defend and hold harmless each of Contributor, its partners, Tower, any Designees and their respective successors and assigns (each an "Indemnified Party" and collectively the "Indemnified Parties") from and against the aggregate federal, state and local income taxes incurred by such Indemnified Party as a result thereof (collectively, "Taxes") plus the Taxes incurred by such Indemnified Party as a result of the receipt of the Indemnity Payment (the "Tax Indemnity Amount"). Any such Taxes shall be deemed to be the amount of gain or income recognized by the relevant Indemnified Party multiplied by the highest actual rate or rates imposed upon such Indemnified Party for such gain or income (assuming it is the last dollar of income or gain) for the year in which such gain or income is recognized. In determining the Tax Indemnity Amount, no effect shall be given to the Indemnified Parties' tax deductions, tax credits, tax carry forwards nor to any other of their tax benefits or tax attributes. The Tax Indemnity Amount shall be payable by the Partnership to each Indemnified Party not later than thirty (30) days following the filing of tax returns for the Indemnified Party for the year in question. (ii) The Partnership hereby guaranties to Contributor, Tower, any Designees and their respective successors, assigns, and designees that for the Applicable Period (hereinafter defined): (a) the value of each Unit shall not be less than the initial Market Value; and (b) each Unit shall receive or accrue a return on the initial Market Value of not less than ei...
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PARTNERSHIP COVENANTS. 10 Section 3.05
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PARTNERSHIP COVENANTS. The General Partner covenants that the Partnership shall: (a) maintain books and records that show its separate assets and liabilities; (b) maintain its bank accounts separate from any other person or entity; (c) not commingle its assets with those of any other person or entity and hold all of its assets in its own name; (d) conduct its own business in its own name; (e) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other person or entity; (f) file the Partnership tax returns; (g) pay its own liabilities and expenses only out of its own funds; (h) observe all partnership and other organizational formalities; (i) enter into transactions with affiliates only on a commercially reasonable basis; (j) pay the salaries of its own employees from its own funds; (k) maintain or contract for a sufficient number of employees in light of its contemplated business operations; (l) not guarantee or become obligated for the debts of any other entity or person; (m) not hold out its credit as being available to satisfy the obligations of any other person or entity; (n) not acquire the obligations or securities of its affiliates or owners, including partners, Partners or shareholders, as appropriate; (o) not make loans to any other person or entity or to buy or hold evidence of indebtedness issued by any other person or entity (other than Historical Advances, cash and investment-grade securities); (p) allocate fairly and reasonably any overhead expenses that are shared with an affiliate, including paying for office space and services performed by any employee of an affiliate; (q) use separate stationery, invoices, and checks bearing its own name; (r) not pledge its assets for the benefit of any other person or entity; (s) correct any known misunderstanding regarding its separate identity; and (t) not identify itself as a division of any other person or entity.
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PARTNERSHIP COVENANTS. [Each Partnership hereby covenants that, so long as any Outstanding Obligations remain or any principal or interest remains due under the Secretary’s Note: (1) If an event of dissolution occurs to either Partnership, such Partnership shall promptly reconstitute itself as a limited partnership; (2) No modifications or amendments to each Partnership’s partnership agreement shall be made without the Secretary’s prior written consent; (3) No change of the name or location of either Partnership shall be made without the Secretary’s prior written consent; (4) Except as approved by the Secretary’s Consent, no merger of either Partnership or sale or disposition of assets or either Partnership inconsistent with the Documents shall be made without the Secretary’s prior written consent; and (5) No election to terminate or to dissolve either Partnership shall be made without the Secretary’s prior written consent.]”
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PARTNERSHIP COVENANTS. The Partnership hereby acknowledges that it has received the request of its general partner for registration of the Purchased Units pursuant to Section 6.13 of the Partnership Agreement. The Partnership further acknowledges that immediate registration of the Purchased Units cannot be accomplished prior to the contemplated delivery of the Purchased Units to the Purchaser at Closing pursuant to the Unit Purchase Agreement due to insufficient time prior to such Closing for preparation and filing of a registration statement with the Securities and Exchange Commission. The Partnership, therefore, hereby undertakes and irrevocably commits to file, as soon as practicable after the Closing, a registration statement under the Securities Act of 1933 as to the Purchased Units and will also prepare and file such documents as may be necessary to register or qualify the Purchased Units pursuant to the registration rights set forth in Section 6.13 of the Partnership under the securities laws of such states as the Purchaser shall reasonably request, and take such other actions in connection with such registration and qualification, consistent with said Section 6.13, as may be reasonably necessary or advisable to enable the Purchaser to consummate a public sale of the Purchased Units in such states. The Partnership will use its best efforts acting in good faith, to cause such registration statement to become effective as soon as possible and, subject to Subparagraph 5(b), will maintain the effectiveness of such registration statements for at least one year, or, if sooner, until all of the Purchased Units have been sold thereunder.
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PARTNERSHIP COVENANTS. The Partnership shall have fully performed the covenants set forth in Section 7.2 above.
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Related to PARTNERSHIP COVENANTS

  • Operating Covenants From the Execution Date until the Closing or, if earlier, the termination of this Agreement as contemplated hereby, except (t) as required by this Agreement or any other Transaction Document, (u) as required by any lease, Contract, or instrument listed on any Annex, Disclosure Schedule or Schedule, as applicable, (v) as required by any Applicable Law or any Governmental Authority (including by order or directive of the Bankruptcy Court or fiduciary duty of the board of managers of any Seller or its Affiliates) or any requirements or limitations resulting from the Bankruptcy Cases, (w) to the extent related solely to Excluded Assets and/or Excluded Liabilities, (x) for renewal of expiring insurance coverage in the Ordinary Course of Business, (y) for emergency operations or (z) as otherwise consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) Sellers will: (i) subject to any Bankruptcy Court order to the contrary, operate the Assets in the Ordinary Course of Business; (ii) maintain or cause its Affiliates to maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices; (iii) give written notice to Buyer as soon as is practicable of any material damage or casualty to or destruction or condemnation of any Asset of which Sellers have Knowledge; (iv) use reasonable best efforts to maintain insurance coverage on the Assets in the amounts and types described on Disclosure Schedule 3.10; and (v) use commercially reasonable efforts to maintain or cause its Affiliates to maintain all Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; and (b) no Seller shall: (i) sell, lease or otherwise transfer any Asset, or otherwise voluntarily divest or relinquish any right or asset, other than (A) sales or other dispositions of materials, supplies, machinery, equipment, improvements or other personal property or fixtures in the Ordinary Course of Business which have been replaced with an item of substantially equal suitability and (B) dispositions of Excluded Assets; (ii) enter into any material Contract that if entered into prior to the Execution Date would be required to be listed in Disclosure Schedule 3.05(a) other than (A) Contracts of the type described in Section 3.05(a)(iii) and Section 3.05(a)(viii) entered into in the Ordinary Course of Business (provided that Sellers shall use commercially reasonable efforts to notify Buyer of the terms of any such Contract prior to the execution thereof), (B) confidentiality agreements entered into in accordance with the Bid Procedures Order, (C) contracts or agreements entered into in connection with the Bankruptcy Cases (including any in connection with an Alternative Transaction) and (D) Contracts that would not adversely affect the Assets in any material respect; (iii) amend or modify in any material respect or terminate any Purchased Contract (other than termination or expiration in accordance with its terms) or any Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; (iv) change the methods of accounting or accounting practice by Sellers, except as required by concurrent changes in Applicable Law or GAAP as agreed to by its independent public accountants; or (v) to the extent any of the following would reasonably have the effect of increasing the Non-Income Tax liability of Buyer for any period after the Closing Date, (A) make any settlement of or compromise any Non-Income Tax liability with respect to the Assets, (B) change any Non-Income Tax election or Non-Income Tax method of accounting or make any new Non-Income Tax election or adopt any new Non-Income Tax method of accounting with respect to the Assets; (C) surrender any right to claim a refund of Non-Income Taxes with respect to the Assets; or (D) consent to any extension or waiver of the limitation period applicable to any Non-Income Tax claim or assessment with respect to the Assets.

  • Separateness Covenants Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Buyer’s identity as a legal entity separate from such Originator and its Affiliates. Therefore, from and after the date hereof, each Originator shall take all reasonable steps necessary to make it apparent to third Persons that the Buyer is an entity with assets and liabilities distinct from those of such Originator and any other Person, and is not a division of such Originator, its Affiliates or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such Originator shall take such actions as shall be required in order that: (a) such Originator shall not be involved in the day to day management of the Buyer; (b) such Originator shall maintain separate records and books of account from the Buyer and otherwise will observe corporate formalities and have a separate area from the Buyer for its business (which may be located at the same address as the Buyer, and, to the extent that it and the Buyer have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses); (c) the financial statements and books and records of such Originator shall be prepared after the date of creation of the Buyer to reflect and shall reflect the separate existence of the Buyer; provided, that the Buyer’s assets and liabilities may be included in a consolidated financial statement issued by an Affiliate of the Buyer; provided, however, that any such consolidated financial statement or the notes thereto shall make clear that the Buyer’s assets are not available to satisfy the obligations of such Affiliate; (d) except as permitted by the Receivables Financing Agreement, (i) such Originator shall maintain its assets (including, without limitation, deposit accounts) separately from the assets (including, without limitation, deposit accounts) of the Buyer and (ii) such Originator’s assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of the Buyer; (e) such Originator shall not act as an agent for the Buyer (except in the capacity of Servicer or a Sub-Servicer); (f) such Originator shall not conduct any of the business of the Buyer in its own name (except in the capacity of Servicer or a Sub-Servicer); (g) such Originator shall not pay any liabilities of the Buyer out of its own funds or assets; (h) such Originator shall maintain an arm’s-length relationship with the Buyer; (i) such Originator shall not assume or guarantee or become obligated for the debts of the Buyer or hold out its credit as being available to satisfy the obligations of the Buyer; (j) such Originator shall not acquire obligations of the Buyer (other than the Intercompany Loan Agreement and the Intercompany Loans); (k) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Buyer, including, without limitation, shared office space; (l) such Originator shall identify and hold itself out as a separate and distinct entity from the Buyer; (m) such Originator shall correct any known misunderstanding respecting its separate identity from the Buyer; (n) such Originator shall not enter into, or be a party to, any transaction with the Buyer, except in the ordinary course of its business and on terms which are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; (o) such Originator shall not pay the salaries of the Buyer’s employees, if any; and (p) to the extent not already covered in paragraphs (a) through (o) above, such Originator shall comply and/or act in accordance with all of the other separateness covenants set forth in Section 8.03 of the Receivables Financing Agreement.

  • Joint Covenants Buyer and Seller hereby covenant and agree as follows:

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Interim Covenants (a) Except with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), as otherwise contemplated or permitted by this Agreement or as required by the Bankruptcy Code or other applicable Law, during the period prior to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From the date hereof through the Closing Date, or as otherwise required by applicable Law, Seller shall use commercially reasonable efforts to: (i) maintain the Purchased Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in respect of the Purchased Assets; (ii) preserve intact the Yu-Gi-Oh! Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations; (iii) upon any damage, destruction or loss to any Purchased Asset, apply any insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law; (iv) promptly advise Purchaser in writing of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse Change; and (v) consult with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, Seller shall not, without the prior written consent of Purchaser: (i) enter into, terminate or amend or reject any of the Transferred Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, transfer or otherwise dispose of any of the Purchased Assets; (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) dispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (vii) subject any Purchased Assets to any Liens; (viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assets; or (ix) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoing. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Agreements.

  • Parent Covenants Except as otherwise provided below, during the time period from the Agreement Date until the earlier to occur of (a) the Effective Time or (b) the termination of this Agreement in accordance with the provisions of Article 9, Parent covenants and agrees with the Company as follows:

  • Covenants of the Partnership The Partnership covenants with each Underwriter as follows:

  • Additional Negative Covenants Not to, without the Bank’s written consent: (a) Enter into any consolidation, merger, or other combination, or become a partner in a partnership, a member of a joint venture, or a member of a limited liability company. (b) Acquire or purchase a business or its assets. (c) Engage in any business activities substantially different from the Borrower’s present business. (d) Liquidate or dissolve the Borrower’s business.

  • Separate Covenants The covenants of Part IX of this Agreement shall be construed as separate covenants covering their particular subject matter. In the event that any covenant shall be found to be judicially unenforceable, said covenant shall not affect the enforceability or validity of any other part of this Agreement. Employee Initials ____

  • Confidentiality Covenants (a) The Executive understands that the Company and/or its Affiliates, from time to time, may impart to the Executive confidential information, whether such information is written, oral or graphic.

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