Service Provider’s Covenants Sample Clauses

Service Provider’s Covenants. In addition to the other covenants and agreements of Service Provider contained in this Agreement, Service Provider hereby further covenants that, as of and following the Effective Time: (a) Service Provider will retain the requisite authority to perform all of its obligations under this Agreement; and (b) except as otherwise expressly provided in this Agreement, the Ground Lease Agreement or the Co- Location Services Agreement, (i) all operating expenses relating to the Facilities will be for the account of Service Provider and (ii) all operating expenses related to the Refining Facilities will be for the account of Customer.
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Service Provider’s Covenants. The Service Provider hereby covenants as follows: i. To maintain all common utility bills and charges paid up to date with the funds given by the Customer. ii. To ensure that none of its employees use any intellectual property of the Customer. iii. To provide all personnel with uniforms, materials, tools, equipment required for carrying out the services and the Service Provider shall also provide identity cards with photograph to all personnel, and shall ensure that the personnel at all times carry the identity cards. iv. To ensure that the personnel appointed under and for the purpose of this Agreement do not have a criminal conviction, which includes crimes involving breach of trust or dishonesty or any history of illegal, unlawful or subversive activities. v. The Customer shall have no liability whatsoever for any injury or death to the personnel suffered while on duty or not, and including, without limitation, for any damages suffered which results from any other reason whatsoever. The Service Provider shall arrange adequate insurance coverage for its personnel for personal injury and death whilst performing the services. vi. The Service Provider shall be responsible for all its acts and omissions and those of its personnel and for health, safety and security of its personnel and their property. vii. Without prejudice to the foregoing provision, in case of any loss or damage caused to the office premises, properties, assets and employees of the Customer for any reason whatsoever due to the act, omission, negligence or misconduct by the personnel of the Service Provider, the Service Provider shall be liable to compensate the fully against such damage or loss. viii. To ensure and oversee that the works of its personnel are being carried out competently and efficiently and this shall not absolve the Service Provider of its liabilities and responsibilities. ix. It is clearly agreed and understood by both the Parties that the responsibility for employment of any resources by the Service Provider and any or all forms of compensation in whatsoever term called including salary and payment of their remuneration shall be the sole responsibility of the Service Provider. The Customer shall not be responsible or liable in any manner whatsoever, directly or indirectly for such employment or expenses incurred thereof, and the employees are and shall be exclusively considered as employees of the Service Provider and are never to be treated or considered as employees o...
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Service Provider’s Covenants. The Service Provider agrees with the Council as follows:- 3.1 To display at least one sign showing its membership of the scheme on such window(s) or door(s) of its property to be agreed with the Council so as to be clearly visible to the public. 3.2 The Toilets shall be maintained in a clean and hygienic condition AND shall be adequately provided with toilet rolls, soap and hand dryers/hand towels by the Service Provider. 3.3 Neither the Service Provider nor its employees shall in any circumstances hold itself or themselves out as being a servant or agent of the Council or as being authorised to enter into any contract or in any other way bind the Council to performance variation release or discharge of any obligation. 3.4 That the Service Provider will indemnify the Council against all the Service Provider’s legal liability and costs arising out of or in connection with this licence. 3.5 That the Service Provider will during the duration of this licence effect and thereafter maintain public liability insurance at a level of at least £2,000.000 (two million pounds) for any one event or series of related events. 3.6 The Service Provider shall supply to the Council forthwith and upon each renewal date of any relevant policy, a certificate from their insurers or brokers confirming that the Service Provider’s insurance policy complies with the licence requirements.
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Service Provider’s Covenants. The Service Provider agrees with the Council as follows:- 3.1 To display a sign showing its membership of the Scheme on such window or door of its Property to be agreed with the Council so as to be clearly visible to the public. Signage is to be supplied by the Council. 3.2 The Toilets shall be maintained in a clean and hygienic condition, with clutter free access AND shall be adequately provided with bins, and sanitary bins, toilet rolls, soap and hand dryers / hand towels by the Service Provider. 3.3 Neither the Service Provider nor its employees shall in any circumstances hold itself or themselves out as being a servant or agent of the Council or as being authorised to enter into any contract or in any other way bind the Council to performance variation release or discharge of any obligation. 3.4 The Service Provider agrees that they will not discriminate against anyone on the basis of race, religion, gender, sexual orientation, age or disability. 3.5 That the Service Provider be responsible for maintaining the facilities and making good any repairs that need doing in order for the facilities to be fit for public use.
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Service Provider’s Covenants. The Service Provider warrants, covenants and agrees with the Purchaser that: 5.1 It will furnish all labour, materials, products, tools, construction machinery, equipment, water, heat, light, power, transportation and other facilities necessary to perform the Services, unless otherwise provided herein; 5.2 It shall diligently perform the Services in a good and workmanlike manner in accordance with industry standards using personnel with the skills and training appropriate for the assigned tasks and using equipment that is appropriate for the purpose for which it is supplied and functioning properly; 5.3 It shall (and shall ensure that its authorized subcontractors also) obtain, maintain and provide to the Purchaser upon request, copies of all permits, licenses and notices that a prudent service provider acting in accordance with industry standards would be required to obtain, maintain and provide in comparable circumstances and shall comply in all material respects with all applicable laws, ordinances, rules, regulations, codes and orders of any and all authorities having jurisdiction which are or become in force during the Term in respect of the performance of the Services; 5.4 It will execute or cause to be made, done and executed all further acts, deeds, assurances, agreements, instruments or other documents as may be reasonably required to ensure the fulfillment of the terms of this Agreement; 5.5 All employees and authorized sub-contractors of the Service Provider are in no way deemed to be employee(s) of the Purchaser and the Service Provider shall in all instances remain responsible for its employees and authorized sub-contractors during the proper completion of this Agreement; 5.6 It shall ensure its employees, sub-contractors, sub-suppliers, agents and representatives providing Services as related to this Agreement meet or exceed the Customer Service Standards as outlined in Appendix “D” of Schedule 1 to this Agreement; 5.7 In addition to the reporting and data tracking requirements contained in the Schedules to this Agreement, it will provide to the Purchaser and its authorized agents, upon request, access to all records, documents and file materials relating to the performance of the Services under this Agreement (except those subject to confidentiality or privacy restrictions for which it will use reasonable commercial efforts to obtain consent to provide), including those in the possession or control of any authorized subcontractor (for which ...
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Related to Service Provider’s Covenants

  • Owner’s Covenants 13.1. The Owner covenants the following to the Lessee: 13.1.1. That the Lessee shall peaceably hold and enjoy the Leased Apartment during the Term of this Agreement and the Owner shall not interrupt or interfere with the Lessee’s lawful occupation, enjoyment or use of the Leased Apartment other than in an emergency or in the normal and lawful process of exercising or implementing the Owner’s rights and obligations under this Agreement. 13.1.2. To keep the Leased Apartment, and the Owner’s contents (if any), insured for such sums and on such terms as the Owner feels appropriate against fire and other risks normally covered by a comprehensive property insurance policy and any other such risks as the Owner considers necessary from time to time. 13.1.3. Except as otherwise herein provided, to keep the Leased Apartment and all internal parts thereof in good and substantial structural condition. 13.1.4. To take reasonable steps to ensure that the Leased Apartment, the installations therein for supply of water and electricity, and for sanitation, are safe, in proper working order and in repair both at commencement of, and during the term of, this Agreement. 13.1.5. To take reasonable steps to ensure that all smoke alarms, and security equipment (e.g. security cameras, security alarm system, etc) are kept in proper working order and in repair throughout the duration of this Agreement. 13.1.6. That all consents necessary to enable the Owner to enter into this Agreement (whether from superior landlords, mortgagees, insurers or others) have been obtained.

  • Buyer’s Covenants Buyer hereby covenants as follows:

  • Seller’s Covenants Section 4.01. Covenants of the Seller.........................................................15 ARTICLE V SERVICING Section 5.01. Servicing.......................................................................16

  • LESSOR'S COVENANTS The Lessor covenants and agrees that, unless the Agent and the Lenders shall have otherwise consented in writing: (a) it shall not amend its Partnership Agreement, except to admit limited partners in connection with lease transactions similar to the Transactions; (b) it shall not incur any indebtedness or other monetary obligation or liability, other than (i) non-recourse indebtedness incurred in connection with the Transactions or similar transactions and (ii) operating expenses incurred in the ordinary course of business that are not delinquent; (c) the proceeds of the Loans received from the Lenders will be used by the Lessor solely to acquire the Leased Property and to pay the Lessee for certain closing and transaction costs associated therewith and for the costs of Construction. No portion of the proceeds of the Loans will be used by the Lessor (i) in connection with, whether directly or indirectly, any tender offer for, or other acquisition of, stock of any corporation with a view towards obtaining control of such other corporation, (ii) directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying any Margin Stock, or (iii) for any purpose in violation of any Applicable Law; (d) it shall not engage in any business or activity, or invest in any Person, except for activities similar to its activities conducted on the date hereof, the Transactions and lease transactions similar to the Transactions; (e) it will maintain tangible net worth in an amount no less than the sum of (i) $100,000 plus (ii) 3% of its total assets (calculated assuming no reduction in the value of any leased property from its original cost to the Lessor); (f) it will deliver to the Agent, as soon as available and in any event within 90 days after the end of each fiscal year, a balance sheet of the Lessor as of the end of such fiscal year and the related statements of income, partners' capital and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, together with copies of its tax returns, all certified by an officer of the general partner (and if the Lessor ever prepares audited financial statements, it shall deliver copies thereto the Agent); (g) it will permit the Agent and its representatives to examine, and make copies from, the Lessor's books and records, and to visit the offices and properties of the Lessor for the purpose of examining such materials, and to discuss the Lessor's performance hereunder with any of its, or its general partner's, officers and employees; (h) it shall not consent to or suffer or permit any Lien against the Leased Property, other than as expressly contemplated pursuant to the Operative Documents; (i) it shall not consent to or suffer or permit the creation of any easement or other restriction against the Leased Property other than as permitted pursuant to Article VI of the Lease; and (j) it shall promptly discharge each Lessor Lien and shall indemnify the Lenders and the Lessee for any diminution in value of any Leased Property resulting from such Lessor Liens.

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

  • Debtor’s Covenants Until the Obligations are paid in full, Debtor agrees that it will: 6.1 preserve its legal existence and not, in one transaction or a series of related transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets; 6.2 not change the Debtor State of its registered organization; 6.3 not change its registered name without providing Secured Party with 30 days’ prior written notice; and 6.4 not change the state of its Place of Business or, if Debtor is an individual, change his state of residence without providing Secured Party with 30 days’ prior written notice.

  • Service Providers Provider shall enter into written agreements with all Service Providers performing functions pursuant to this Agreement, whereby the Service Providers agree to protect Student Data in manner no less stringent than the terms of this DPA. The list of Provider’s current Service Providers can be accessed through the Provider’s Privacy Policy (which may be updated from time to 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.

  • Pledgor’s Covenants At its own expense and until the Secured Obligations are fully discharged, Pledgor hereby undertakes as follows: (a) To give the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.; (b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock; (c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee; (d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest; (e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company; (f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital. (g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee. (h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee. (i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it. (j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee. (k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.

  • Grantor’s Covenants Each Grantor covenants and agrees as follows: (a) Such Grantor will keep the Collateral in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (b) Such Grantor will not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of the Collateral consisting of (i) the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall not create or permit to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agent. (e) Such Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from any source whatsoever. (f) Such Grantor will not (i) move its principal place of business or any other office listed in Schedule 1-A or (ii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (g) Such Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent and such Grantor’s compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral Agent.

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