TRANSFEREE COVENANTS. The Transferee undertakes with the Transferor and each other party to the Facilities Agreement that it will perform in accordance with its terms all those obligations which, by the terms of the Facilities Agreement, will be assumed by it following delivery of this Certificate to the Facility Agent.
TRANSFEREE COVENANTS. The Transferee hereby undertakes with the Transferor and all other parties to the Facilities Agreement that it will perform in accordance with its terms all those obligations which, by the terms of the Facilities Agreement, will be assumed by it following delivery of this Certificate to the Facility Agent.
TRANSFEREE COVENANTS. Transferee covenants to Company that:
(a) Transferee shall not, and shall require in all agreements with or including as a party Permitted Transferees that the Permitted Transferee shall not, directly or indirectly, alone or in conjunction with one or more Third Parties, distribute, export, or facilitate or assist in exportation of the Compound or any Covered Products outside of the Territory or outside the Field; and
(b) Transferee shall, and shall require in the all other agreements with or including as a party Transferee or any Permitted Transferees, that Transferee and any Permitted Transferee conduct all activities in connection with Development, Manufacture, and Commercialization of the Compound and/or Covered Products in compliance with applicable Laws.
TRANSFEREE COVENANTS. The Transferee undertakes with the Transferor and each other party to the Credit Agreement that it will perform in accordance with its terms all those obligations which, by the terms of the Credit Agreement, will be assumed by it following delivery of this Certificate to the Facility Agent.
TRANSFEREE COVENANTS. The Transferee hereby undertakes with the Transferor and all other parties to the Credit Agreement that: -------------------------------------------------------------------------------- 106 103 --------------------------------------------------------------------------------
TRANSFEREE COVENANTS. The Transferee hereby undertakes with the Transferor and all other parties to the Credit Agreement that: 106 103 --------------------------------------------------------------------------------
(a) it will perform in accordance with its terms all those obligations which, by the terms of the Credit Agreement, will be assumed by it following delivery of this Transfer Certificate to the Agent; and
(b) it will comply with its obligations under the Collateral Sharing Intercreditor Agreement as a Main Bank Finance Party.
TRANSFEREE COVENANTS. The Transferee undertakes with the Transferor and each other party to the Mezzanine Loan Agreement that it will perform in accordance with its terms all those obligations which, by the terms of the Mezzanine Loan Agreement, will be assumed by it following delivery of this Certificate to the Mezzanine Facility Agent.
TRANSFEREE COVENANTS. 6.1 Transferee shall execute, deliver, and provide to Bank such additional agreements, documents, and instruments as reasonably required by Bank to effectuate the intent of this Agreement.
6.2 Transferee fully, finally, and forever releases and discharges Bank and its successors, assigns, directors, officers, employees, agents, and representatives from any and all actions, causes of action, claims, debts, demands, liabilities, obligations, and suits, of whatever kind or nature, in law or equity of Transferee, whether now known or unknown to Transferee, in respect of the Loan, the Loan Documents, or the actions or omissions of Bank in respect of the Loan or the Loan Documents that arise from events occurring prior to the date of this Agreement.
6.3 Contemporaneously with the execution and delivery of this Agreement, Transferee has paid to Bank:
6.3.1 All the internal and external costs and expenses incurred by Bank in connection with this Agreement (including, without limitation, outside attorneys, processing (not to exceed Five Hundred and No/100 Dollars ($500.00)), title, tax service contract, filing, and recording costs, expenses, and fees).
6.4 Contemporaneously with the execution and delivery of this Agreement, Transferee has caused to be delivered to Bank, at Transferee's sole cost and expense, a title endorsement to the existing ALTA extended coverage lender's policy insuring Bank that the Deed of Trust is in first-position, in form and substance acceptable to Bank, issued by First American Title Insurance Company ("First American").
6.5 To the extent that the Transferee intends to sell Timeshare Intervals in the real property otherwise encumbered by the Deed of Trust, Transferee shall obtain Bank's prior written approval, which will not be unreasonably withheld or delayed, of (i) all timeshare related documents, including without limitation, any transfer agreements, membership plans, and related agreements governing the use, transfer and restrictions on timeshare memberships, and (ii) all of the rules, regulations, bylaws and other related agreements governing the operation, use, and ownership of a timeshare facility (collectively, the "Timeshare Documents").
6.6 To the extent Transferee begins selling Timeshare Intervals in accordance with the Loan Documents as modified herein, Transferee shall cause First American to provide monthly, written statements to Bank evidencing (i) the amount of principal reduction achieved from Other Lender Payments bei...
TRANSFEREE COVENANTS. Transferee covenants to Company that:
(a) Transferee shall not, and shall require in all agreements with or including as a party Permitted Transferees that Permitted Transferees do not, directly or indirectly, alone or in conjunction with one or more Third Parties, distribute, export, or facilitate or assist in exportation of the Compound or any Covered Products outside of the Territory. Without limiting the generality of the foregoing, Transferee shall not sell any Covered Product to a purchaser if Transferee knows, or has reason to believe, that such purchaser intends to move such Covered Product outside the Territory or otherwise intends to facilitate the use of such Covered Product outside the Territory. Company shall ensure that its Affiliates, and shall use Commercially Reasonable Efforts to ensure that its Permitted Transferees, distributors, and wholesalers, comply with all of the foregoing obligations, including by requiring in all agreements with such Persons that such Persons do not export, import or distribute Covered Products from the Territory; and
(b) Transferees shall, conduct all activities in connection with the research, Development, Manufacture, and Commercialization of Covered Products in compliance with applicable Laws in the Territory.
TRANSFEREE COVENANTS. The Transferee hereby undertakes with the Transferor and all other parties to the Facility Agreement and each of the other Mezzanine Finance Documents (including for the avoidance of doubt the Intercreditor Deed) that it will perform in accordance with its terms all those obligations which, by the terms of the Facility Agreement and/or any of the other Finance Documents, will be assumed by it following delivery of this Certificate to the Mezzanine Agent.
