TRMC Covenants Sample Clauses

The TRMC Covenants clause sets out specific promises or obligations that the party identified as TRMC must fulfill under the agreement. These covenants typically include requirements such as maintaining certain operational standards, providing regular financial reports, or refraining from actions that could negatively impact the agreement or the other party. By clearly outlining these ongoing duties, the clause ensures that TRMC's conduct remains consistent with the expectations of the contract, thereby protecting the interests of the other party and reducing the risk of disputes.
TRMC Covenants. During the Term, TRMC covenants that: (i) As compensation for the services provided hereunder, it shall pay Operator the following amounts: (1) an amount equal to all those fees specified in Section 5, Section 6(a)(i), Section 6(a)(ii) and Section 6(b) of the BAUTA for all Crude Oil and Refined Products throughput across the Berths, computed and payable in the same manner set forth in the BAUTA, but not including those pass through fees and costs paid by TRMC under Section 6(a)(iii) and Section 6(c) of the BAUTA; (2) An amount equal to all those fees and capital contributions and cost reimbursements and other amounts received by TRMC from third parties pursuant to existing and future contracts for use of the Long Beach Assets, including without limitation, those contracts with Valero, Plains and Shell Oil Products US, but excluding pass through fees and charges that reimburse TRMC for fees paid to the POLB or third parties relating to use of the Long Beach Assets by such third parties or for taxes paid with respect to such use.
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TRMC Covenants. During the Term, TRMC covenants that: (i) As partial compensation for the services provided hereunder, it shall pay Operator the following amounts: (1) an amount equal to all fees specified in the Long Beach Berth Throughput Agreement for all Crude Oil and Refined Products throughput across the Berths, computed and payable in the same manner set forth in the Long Beach Berth Throughput Agreement, as applicable, but not including those pass through fees and costs that would be paid by TRMC under the Long Beach Berth Throughput Agreement; (2) an amount equal to all those fees specified in Section 5 and Section 8 of the Storage Services Agreement for storage of all Products owned by TRMC at the Facilities, computed and payable in the same manner set forth in the Storage Services Agreement; (3) an amount equal to all those fees and capital contributions and cost reimbursements and other amounts received by TRMC from third parties pursuant to existing and future contracts for use of the Berths, but excluding pass through fees and charges that reimburse TRMC for fees paid to the POLB or third parties relating to use of the Berths by such third parties or for taxes paid with respect to such use.
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TRMC Covenants. During the Term, TRMC covenants as follows: (i) as partial compensation for the services provided hereunder, TRMC agrees to pay Operator the higher of the Base Fee or the MTVF. (ii) TRMC will file on a timely basis all notices, reports or other filings necessary or required for the continuing operation of the Anacortes Marine Terminal to be filed with or reported to any Governmental Authority.
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TRMC Covenants. During the Interim Period, TRMC covenants as follows: (i) TRMC shall pay to TLO those fees specified in Section 5 above. (ii) If the Lease Renewal requires a retroactive payment for increased rentals under the Wharf Lease prior to the date the Lease Renewal is issued by the CSLC, then TRMC shall remain solely responsible for paying such increased rentals for the prior period. TLO shall not be required to reimburse TRMC for any such retroactive increase attributable to the Interim Period, nor shall the MTCF be increased to cover such retroactive increased rentals attributable to the Interim Period. (iii) It is anticipated that TRMC may seek to obtain from the CSLC a renewal and extension of its nearby Avon wharf at the same time that it obtains a renewal and assignment of the Wharf Lease for the Amorco Wharf. TRMC will remain solely responsible for all costs associated with renewal and extension of the lease for the Avon wharf.
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TRMC Covenants. During the Term as partial compensation for the services provided hereunder, TRMC shall pay Operator the per Barrel fee for throughput across the Avon Terminal as set forth on a Terminal Service Order multiplied by the actual throughput by TRMC across the Avon Terminal for the particular Month.
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TRMC Covenants. During the Interim Period, TRMC covenants as follows: (i) TRMC shall pay to TLO those fees specified in Section 5 above. 10 \36164683.6
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Related to TRMC Covenants

  • 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.

  • Specific Covenants The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11 or 6.12 or Article VII; or

  • 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.

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

  • REPORTING COVENANTS The Borrower agrees with the Lenders, the Issuers and the Administrative Agent to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing: