Party A’s Covenants Sample Clauses

Party A’s Covenants. (a) it owns legal title to the land use right in respect of the Premises and all improvements thereon and it also has the lawful right to enter into this Lease with Party B; (b) it has paid all fees and charges to the Government in relation to the land use rights comprised in the Premises; (c) the Premises are not subject to any existing mortgage or legal charge as of the date of this Lease and any future mortgage or legal change created by Party A affecting the Premises shall be made subject to and with the benefit of this Lease; (d) Party A leases the Premises to Party B for Party B’s exclusive use and possession and in order to enable Party B to operate a school at the Premises. Party A agree that Party B and its invitees shall have 24-hour free and uninterrupted right of enter to the Premises via the Common Parts within the Development subject to compliance of the registration and security requirement by the Manager; (e) Party A shall be responsible for all charges for Utilities consumed at the Premises that were incurred before the commencement of the Term; (f) If Party B wishes to increase the capacity of the existing Service Media beyond the warranted amounts, to the extent that such would not interfere with the rest of the Development as in the sole opinion of Party A (which decision shall be final), Party A will use its reasonable endeavor to assist Party B to liaise with the relevant utility providers to increase the capacity of Utilities provided to the Premises Provided any costs occasioned thereby (including but without limitation, the costs in altering the Service Media) shall be borne by Party B absolutely; (g) Party A agrees that Party B’s students and staff shall be permitted to use the entertainment facilities within the Development including the tennis courts, swimming pool and other sporting facilities provided they observe the relevant management rules prescribed by the manager or operator running the club and upon payment of the negotiated fees for usage of such facilities.
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Party A’s Covenants. 10.1 Party A must provide periodically or from time to time at Party B’s request financial statements and other documents that truthfully reflect its operations and financial conditions and warrant that the documents mentioned above are valid, truthful and complete. 10.2 During the term of the loan, if there is any major change in its operational decision or strategy, including but not limited to share transfer, reorganization, major financing, sale of assets, acquisition, M&A, spin-off, equity restructuring, joint capital or joint venture or joint operation, contracting or lease, external investment, substantial increase of debt financing, change in the scope of operation and registered capital, bankruptcy or liquidation, that may affect Party B’s rights and interests, Party A must notify Party B in writing 30 days in advance and obtain Party B’s written approval. 10.3 Party A must actively provide assistance to Party B in Party B’s supervision on its operation, the loan payment management and the use of the loan, major operation management matters, financial situation, payment settlement and the trades with its partners. 10.4 Party A shall not transfer or change the loan obligations hereunder in any matter without prior written approval from Party B. 10.5 If Party A disposes of its major assets or of all or significant part of its operational income by means of transfer or lease or any other method, Party A must notify Party B in writing 30 days in advance and obtain Party B’s written approval. 10.6 If there is occurrence of any event, including but not limited to involvement in litigation, arbitration, criminal action, administrative sanction, ceasing of business, suspension of operation, dissolution, filing for bankruptcy, revocation or suspension of business license or deterioration of financial situation, that will have adverse impact on the performance of the loan hereunder, Party A must notify Party B in writing within 3 days after the occurrence or likely occurrence of such event. 10.7 If there is any occurrence of any adverse event, including but not limited to ceasing of business, suspension of operation, dissolution, filing for bankruptcy, revocation or suspension of business license or deterioration of financial situation, on the part of Party A’s guarantor that causes the guarantor to lose all or part of its ability to provide guarantee, or any decrease in the value of the pledged objects or mortgaged properties, Party A must provide addition...
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Party A’s Covenants. (1) Party A undertakes that it has the right to lease out the leasable area of the Building. (2) Party A has the legal capacity to conduct the lease business involving foreign factors according to its registered business scope. (3) Party A has legal right to lease out the Units. (4) Party A warrants that the Building is a property conforming to the design standards. (5) Party A shall maintain all equipment and systems in public area in sound, clean and normal operation and shall maintain the public area in clean and tidy conditions, so that Party B can enjoy an appropriate business environment and avoid any nuisance. (6) Party A shall be responsible for the greening and security service of the public area of the Building and relevant costs. (7) Except for any force majeure event or any liability of relevant government department, Party A warrants that the power, lighting, air-conditioning and communication services of the Leased Units shall be in good condition and function normally from the lease commencement date hereunder. (8) Party A shall set a company’s signage in the unified form of the Building at the place designated by Party A in the hall of the Building for Party B at the cost of Party A. (9) Party A agrees to keep the above provisions confidential, and shall not disclose such provisions to any third party other than the Parties (except for Party A’s attorney and/or consultant) without permission of Party B, unless as required by laws, court’ s decisions or administrative orders. (10) Party A warrants that the right of Party B to lease and use the Units shall not be adversely affected by any mortgage, lease, sale, charge or other contracts. During the term of this Contract, regardless how the title or use right to the Units changes, Party A shall guarantee unconditionally the lease by Party B of the Units. Otherwise, Party B has the right to terminate this Contract early, and Party A shall refund twice the performance deposit paid by Party B and the rent, property management fee and costs for water and power paid but not used. (11) Party A shall repair and update any damage or loss of any facility in the Leased Units caused not through Party B’s reason at Party A’s costs.
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Party A’s Covenants. (1) Party A shall not use the loan to invest in, including but not limited to, the fixed asset, the equity, etc. and shall not use the loan to invest in any production and operation field or for the purpose prohibited by the state; (2) Party A shall provide lawful, true, integral, accurate and valid documents to Party B; (3) Party A shall assist Party B to conduct the loan disbursement management, the post management after the loan disbursement, and other relevant inspections; (4) Party A shall obtain the Party B’s approval prior to conducting any significant actions, including external investment, materially increasing the debt financing, merger, split-up, transfer of equity interests, etc.; (5) Party B is entitled to accelerate the loan repayment according to the fund collection status of Party A; (6) Party A shall timely notify Party B of any event which may have significantly adverse impact on the repayment capability; (7) Party A shall regularly report to Party B its withdrawal and usage of the loan on a (2) basis [Alternative Options: (1) monthly (2) quarterly]. Party A shall report to Party B its loan withdrawal and usage status of the previous (2) [Alternative Options: (1) month (2) quarter] within the first fifteen working days of each (2) [Alternative Options: (1) month (2) quarter]. (8) During the effective term of this Agreement, Party A’s financial indexes shall keep meeting the following requirements: (i) The asset-liability ratio shall not exceed 65%; (ii) The liquidity ratio shall be no less than 1.0; (iii) The balance of the contingent liability shall be no more than RMB 0.5 billion and the ratio of the contingent liability shall be no more than 70%; (iv) The accumulated amounts of the long-term investment shall not exceed 40% of its total net asset amount.
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Party A’s Covenants. Party A shall: 1. Notify Party B in at least 30 days advance and obtain a written consent from Party B in respect of investment, substantially increase of debt financing, merger, spinoff, decrease of share capital, share transfer, asset transfer, suspension of business, dissolution, bankruptcy and other actions which will affect the interest of Party B, and shall fulfill its repayment obligations; 2. Within the term of loan, without Party B's written consent, Party A shall not repay loans of any third party, provide any guarantee or set any mortgage or pledge over Party A's asset or interest which would affect Party A's ability of repayment of the loan; 3. Other than specified above, notify Party B in written immediately in respect of any matter which may jeopardize Party A's normal operation or cause material adverse impact to its ability to its performance of this Agreement.
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Party A’s Covenants. Party A shall: (1) provide its financial statements and other relevant materials to Party B on a regular or timely basis as per requests of Party B; (2) accept credit inspection and supervision of Party B, and render sufficient assistance and cooperation; (3) obtain Party B’s prior written consent in the event that there is any merger, spinoff, capital decrease, share equity transfer, outbound investment, material increase in debt financing, major assets and debt equity transfer or other event adversely affecting Party A’s solvency; (4) notify Party B in a timely manner, under the following circumstances:
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Party A’s Covenants. Article 13 Party A’s use of the facility shall be in compliance with applicable laws, regulations and the provisions under this Contract and the applicable specific business contract, and Party B may conduct inspection of the applicable specific business from time to time. Article 14 As long as Party A is in use of the facility (which means the period from the date hereof until discharge of the entire claims entitled to Party A), Party A shall at the request of Party B provide its financial statements and the information regarding its account bank and number, balance of deposits and loans, and any other particulars. Article 15 Party A may not provide security for the debt of any third party unless such provision has been notified to Party B in advance and will not have any effect upon any specific business contract made by the Parties. Article 16 As long as Party A is in use of the facility, Party A shall notify Party B no less than 30 days in advance and discharge or cause to discharge all claims entitled to Party B prior to any merger, acquisition, consolidation, division, contract, lease, restructuring, reorganization, sale or transfer or any other disposition of any material assets or equities, or any material investment. Article 17 Party A shall notify Party B in writing immediately upon occurrence of any event which pose serious threat to Party A’s ordinary course of business or its performance of its payment obligations hereunder (including without limitation any event set forth under Article 10.3). Article 18 Party A shall notify Party B within seven days upon any change of its legal or business address, capital increase or reduction, or its legal representative or any of its senior management. Article 19 Party A shall make due payment of any principal or interest, or fees or expenses accrued upon any specific business to which the facility provided hereunder is applied. Article 20 Not Applicable
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Party A’s Covenants. 1. Party A shall the Loan to Party B under the Agreement in full and on time; 2. Party A shall keep Party B’s debts, financial and operational information confidential.
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Related to Party A’s Covenants

  • Borrower’s Covenants 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company: 3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement. 3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements; 3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request; 3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income; 3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company; 3.2 Borrower covenants that during the term of this Agreement, he shall: 3.2.1 endeavor to keep Borrower Company to engage in its principle businesses; 3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement; 3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement; 3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person; 3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender; 3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest; 3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims; 3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company; 3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender; 3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section; 3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section; 3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and 3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.

  • Agreements and Covenants The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

  • 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.

  • Seller’s Covenants 20 Section 4.1 Covenants of the Seller..........................................20 ARTICLE V SERVICING................................................................20 Section 5.1 Servicing........................................................20

  • Buyer’s Covenants Buyer hereby covenants as follows:

  • Other Covenants and Agreements (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (b) (Confidentiality; Public Announcements) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder acknowledges and agrees that Parent and the other Parent Parties are entering into the Merger Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub would not have entered into or agreed to consummate the transactions contemplated by the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

  • Further Assurances Covenants (a) The Trust will not change its name, identity or organizational structure in any manner unless it shall have given the Indenture Trustee at least 30 days' prior notice thereof. The Trust will not change the location of its chief executive office or chief place of business unless it shall have given the Indenture Trustee at least 30 days' prior notice thereof. (b) The Trust will, from time to time and upon advice of counsel, at the Trust's expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action, (including, without limitation, any filings of financing or continuation statements) that from time to time may be necessary or desirable, or that the Indenture Trustee may reasonably request, in order to create, preserve, perfect, confirm or validate a Security Interest or to enable the Holders of Notes to obtain the full benefits of the Indenture, or to enable the Indenture Trustee to exercise and enforce any of its rights, powers and remedies under the Indenture with respect to any Collateral. To the extent permitted by applicable law, the Trust authorizes the Indenture Trustee to execute and file financing statements or continuation statements without the Trust's signature appearing thereon. The Trust agrees that a carbon, photographic, photostatic or other reproduction of the Indenture or of a financing statement is sufficient as a financing statement. The Trust shall pay the costs of, or incidental to, any recording or filing of any financing or continuation statements concerning any Collateral. (c) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Trust's agents or processors, the Trust shall notify such warehouseman, bailee, agent or processor of the Security Interest created by the Indenture and to hold all such Collateral for the Indenture Trustee's account subject to the Indenture Trustee's instructions. (d) The Trust will, promptly upon request, provide to the Indenture Trustee all information and evidence it may reasonably request concerning the Collateral to enable the Indenture Trustee to enforce the provisions of the Indenture. (e) Not more than six months nor less than 30 days prior to each date on which the Trust proposes to take any action contemplated by Section 14.4(a), the Trust shall, at its cost and expense, cause to be delivered to the Indenture Trustee an Opinion of Counsel, satisfactory to the Indenture Trustee, to the effect that all financing statements and amendments or supplements thereto, continuation statements and other documents required to be recorded or filed in order to perfect and protect the Security Interest for a period, specified in such Opinion of Counsel, continuing until a date not earlier than 18 months from the date of such Opinion of Counsel, against all creditors of and purchasers from the Trust have been filed in each filing office necessary for such purpose and that all filing fees and taxes, if any, payable in connection with such filings have been paid in full. (f) From time to time upon request by the Indenture Trustee, the Trust shall, at its cost and expense, cause to be delivered to the Indenture Trustee an Opinion of Counsel satisfactory to the Indenture Trustee as to such matters relating to the Security Interest as the Indenture Trustee or the Holder Representative may reasonably request.

  • Information Covenants The Borrower will furnish to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice):

  • Purchaser’s Covenants THE PURCHASERS DO AND EACH OF THEM DOTH HEREBY COVENANT WITH THE VENDORS AND THE BUILDER as follows:

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be “conditions” as well as “covenants” as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

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