Further Assurances; General Covenants Clause Samples
The "Further Assurances; General Covenants" clause requires the parties to take additional actions or provide further documentation as reasonably necessary to fulfill the intent and obligations of the agreement. In practice, this means that if certain steps or paperwork are needed after signing to complete the transaction or address unforeseen issues, the parties must cooperate and act in good faith to provide them. This clause ensures that the agreement can be fully implemented and that technicalities or omissions do not prevent the parties from achieving the contract’s objectives.
Further Assurances; General Covenants. Each Grantor covenants as follows:
(a) Such Grantor will, from time to time, at the Borrower’s expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action (including any Intellectual Property Filing with respect to Recordable Intellectual Property) that from time to time may be reasonably necessary or desirable, or that the Administrative Agent may reasonably request, in order to:
(i) create, preserve, perfect, confirm or validate the Transaction Liens on such Grantor’s Collateral;
(ii) in the case of Pledged Deposit Accounts, Pledged Investment Property and Pledged Letter-of-Credit Rights, cause the Administrative Agent to have Control thereof;
(iii) enable the Administrative Agent and the other Secured Parties to obtain the full benefits of the Security Documents; or
(iv) enable the Administrative Agent to exercise and enforce any of its rights, powers and remedies with respect to any of such Grantor’s Collateral, subject to the exceptions and exclusions in the Loan Documents. Such Grantor authorizes the Administrative Agent to execute and file such financing statements or continuation statements in such jurisdictions with such descriptions of collateral (including “all assets” or “all personal property” or other words to that effect) and other information set forth therein as the Administrative Agent may deem necessary or desirable for the purposes set forth in the preceding sentence. Each Grantor also ratifies its authorization for the Administrative Agent to file in any such jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party. The Borrower will pay the costs of, or incidental to, any Intellectual Property Filings and any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant hereto.
(b) Such Grantor will not (i) change its name or organizational form or stru...
Further Assurances; General Covenants. Each Pledgor covenants as follows:
(a) Such Pledgor will, from time to time, at the Borrower s expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action (including any Intellectual Property Filing) that from time to time may be necessary or desirable, or that the Secured Party may request, in order to:
(i) create, preserve, perfect, confirm or validate the Transaction Liens on such Pledgor s Collateral;
(ii) in the case of Pledged Deposit Accounts, Pledged Investment Property and Pledged Electronic Chattel Paper, cause the Secured Party to have Control thereof;
(iii) enable the Secured Party to obtain the full benefits of the Security Documents; or
(iv) enable the Secured Party to exercise and enforce any of its rights, powers and remedies with respect to any of such Pledgor s Collateral. Such Pledgor authorizes the Secured Party to execute and file such financing statements or continuation statements in such jurisdictions with such descriptions of collateral (including all assets or all personal property or other words to that effect) and other information set forth therein as the Secured Party may deem necessary or desirable for the purposes set forth in the preceding sentence. Each Pledgor also ratifies its authorization for the Secured Party to file in any such jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. Each Pledgor further authorizes the Secured Party to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests granted by such Pledgor, without the signature of such Pledgor, and naming such Pledgor as debtor and the Secured Party as secured party. The Borrower will pay the costs of, or incidental to, any Intellectual Property Filings and any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant hereto.
(b) Such Pledgor will not (i) change its name or organizational form or structure, (ii) change its location (determined as provided in UCC Section 9-307) or (iii) become bound, as provided in UCC Section 9-203(d) or otherwise, by a security agreement entered into by another Person, unless it shall have given th...
Further Assurances; General Covenants. Each Lien Grantor covenants as follows:
Further Assurances; General Covenants. Each Guarantor covenants as follows:
(a) Such Guarantor will, at the Borrower’s expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary, or that the Administrative Agent may reasonably request, in addition to any regulatory filings with Governmental Authorities which would be required under applicable law to be made by the Administrative Agent and or the Lenders, in order to enable the Administrative Agent to exercise and enforce any of its rights, powers and remedies with respect to any of the Guaranteed Obligations.
(b) Such Guarantor will furnish to the Administrative Agent prompt written notice of any change of its name or type of legal entity.
Further Assurances; General Covenants. The Grantor covenants as follows:
(a) The Grantor will execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary, as are required by applicable law, or as the Beneficiary may reasonably request, in order to perfect and preserve the Lien granted or purported to be granted by this Deed of Trust.
(b) To the extent permitted by applicable law, the Grantor authorizes the Beneficiary to execute and file such financing statements or continuation statements without the Grantor's signature appearing thereon. The Beneficiary will provide a copy of any such financing statement to the Grantor upon its filing. The Grantor agrees that a carbon, photographic, photostatic or other reproduction of this Deed of Trust or of a financing statement is sufficient as a financing statement. The Grantor constitutes the Beneficiary its attorney-in-fact to execute and file all filings required or so requested for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; and such power, being coupled with an interest, shall be irrevocable until all the Liens terminate pursuant to Section 7.
Further Assurances; General Covenants. Each Grantor covenants as follows: 11 Section 5. As-Extracted Collateral 13 Section 6. Recordable Intellectual Property 13 Section 7. Investment Property 14 Section 8. [Reserved] 15 Section 9. Cash Collateral Accounts 15 Section 10. Commercial Tort Claims 15 Section 11. Transfer of Record Ownership 15 Section 12. Right to Vote Securities 15 Section 13. [Reserved] 16 Section 14. Remedies upon Event of Default 16 Section 15. Application of Proceeds 17 Section 16. [Reserved.] 18 Section 17. Authority to Administer Collateral 18 Section 18. Limitation on Duty in Respect of Collateral 19 Section 19. General Provisions Concerning the Collateral Agent 19 Section 20. Termination of Transaction Liens; Release of Collateral 20 Section 21. Additional Guarantors and Grantors 20 Section 22. [Reserved.] 20 Section 23. Notices 20 Section 24. No Implied Waivers; Remedies Not Exclusive 20 Section 25. Successors and Assigns 21 Section 26. Amendments and Waivers 21 Section 27. Choice of Law 21 Section 28. Waiver of Jury Trial 21 Section 29. Severability 21 Section 30. Conflicts with Note Documents 22 Section 31. Entire Agreement 22 Section 32. Concerning the Collateral Agent 22 SCHEDULES: Schedule 1 Subsidiary Guarantors Schedule 2 Jurisdiction of Formation Schedule 3 Equity Interests in Subsidiaries and Affiliates Owned by Grantors Schedule 4 Other Investment Property Owned by Grantors Schedule 5 Material Commercial Tort Claims Schedule 6 Material Contracts with Governmental Authorities Schedule 7 Locations of Equipment and Inventory Schedule 8 Locations of active mine sites or preparation plants and As-Extracted Collateral Schedule 9 Material Licenses Schedule 10 Material Coal Supply Agreements Schedule 11 Registered Intellectual Property EXHIBITS: Exhibit A Security Agreement Supplement Exhibit B Copyright Security Agreement Exhibit C Patent Security Agreement Exhibit D Trademark Security Agreement THIS AMENDED AND RESTATED SECURITY AGREEMENT dated as of December 17, 2019 (“Agreement”) among CLOUD PEAK ENERGY RESOURCES LLC, a Delaware limited liability company (the “Company”), CLOUD PEAK ENERGY FINANCE CORP., a Delaware corporation (the “Co-issuer” and, together with the Company, the “Issuers”), CLOUD PEAK ENERGY INC., a Delaware corporation (the “Parent Guarantor”), the Subsidiary Guarantors (as defined herein) listed on Schedule 1 hereto, and WILMINGTON SAVINGS FUND SOCIETY, FSB, a federal savings bank, solely in its capacity as Collateral Agent under the Indenture (as...
Further Assurances; General Covenants. Each Canadian Grantor covenants as follows:
(a) Such Canadian Grantor will, from time to time, at its own expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be reasonably necessary or desirable, or that the Collateral Agent may reasonably request, in order to:
(i) create, preserve, perfect, confirm or validate the Canadian Transaction Liens on such Canadian Grantor’s Canadian Collateral (it being understood that no Canadian Grantor shall be required to make filings in the Canadian Intellectual Property Office to perfect the Canadian Transaction Liens on Canadian Collateral comprised of copyrights, unless the Collateral Agent has requested such filings to be made);
(ii) enable the Collateral Agent and the other Secured Parties to obtain the full benefits of the Canadian Security Documents; or
(iii) enable the Collateral Agent to exercise and enforce any of its rights, powers and remedies with respect to any of such Canadian Grantor’s Canadian Collateral; provided that no Canadian Grantor shall be required to comply with the requirements of the Financial Administration Act (Canada), other similar provincial legislation or equivalent U.S. legislation as amended. To the extent permitted by applicable law, such Canadian Grantor authorizes the Collateral Agent to execute and file such financing statements or continuation statements without such Canadian Grantor’s signature appearing thereon. Such Canadian Grantor constitutes the Collateral Agent its attorney-in-fact to execute and file all filings required or so requested for the foregoing purposes, all such acts of such attorney being hereby ratified and confirmed; and such power, being coupled with an interest, shall be irrevocable until all the Canadian Transaction Liens granted by such Canadian Grantor terminate pursuant to Section 13. Each Canadian Grantor will pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant hereto in respect of such Canadian Grantor.
(b) Such Canadian Grantor will not (i) change its name or corporate structure, (ii) change its principal place of business, chief executive office or domicile (within the meaning of the Quebec Civil Code) or (iii) except with respect to a Permitted Lien, become bound by a security agreement entered into by another Person, unless it shall have ...
Further Assurances; General Covenants. The Company covenants as follows:
(a) The Company will, subject in each case to the terms and provisions of Section 2, from time to time, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action, from time to time that the Secured Parties may reasonably request in order to create, preserve, perfect or protect the Transaction Liens on the Collateral; provided, however, that notwithstanding anything to the contrary in this Agreement, the Company shall not at any time be required to take any Excluded Perfection Action.
(b) The Company authorizes the Secured Parties to execute and file such financing statements or continuation statements and amendments to the foregoing in such relevant jurisdictions with such descriptions of collateral and other information set forth therein as the Secured Parties may deem reasonably necessary or desirable for the purposes set forth in the preceding clause (a) in accordance with the terms and provisions of this Agreement.
Further Assurances; General Covenants. (a) Each Pledgor covenants that such Pledgor will, from time to time, at the Company's expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action (including any filing of financing or continuation statements under the UCC) that from time to time may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to create, preserve, perfect, confirm, validate or enforce the Transaction Liens of such Pledgor's Collateral and cause the Collateral Agent to have Control thereof and enable the Collateral Agent and the other Secured Parties to obtain the full benefits of the Pledge Documents. To the extent permitted by applicable law, such Pledgor authorizes the Collateral Agent to file such financing statements or continuation statements without such Pledgor's signature appearing thereon.
(b) No Pledgor will (i) change its name or corporate structure or (ii) change its location (determined as provided in UCC Section 9-307) unless it shall have given the Collateral Agent prior notice thereof.
(c) Each Pledgor will, promptly upon request, provide to the Collateral Agent all information and evidence concerning such Pledgor's Collateral that the Collateral Agent may reasonably request from time to time to enable it to enforce the provisions of the Pledge Documents.
Further Assurances; General Covenants. Each Grantor covenants that: 8 SECTION 6 . [Reserved] 9 SECTION 7 . [Reserved] 11 SECTION 8 . [Reserved] 11 SECTION 9 . [Reserved] 12 SECTION 10 . [Reserved] 12 SECTION 11 . Transfer Of Record Ownership 12 SECTION 12 . Right to Vote Securities 12 SECTION 13 . [Reserved] 13 SECTION 14 . Remedies upon Event of Default 13 SECTION 15 . Application of Proceeds 14 SECTION 16 . Fees and Expenses; Indemnification 14 SECTION 17 . Authority to Administer Collateral 15 SECTION 18 . Limitation on Duty in Respect of Collateral 15 SECTION 19 . [Reserved] 16 SECTION 20 . Termination of Collateral Liens; Release of Collateral 16 SECTION 21 . Additional Grantors 16 SECTION 22 . [Reserved] 16 SECTION 23 . Notices 16 SECTION 24 . No Implied Waivers; Remedies Not Exclusive 16 SECTION 25 . Successors and Assigns 17 SECTION 26 . Amendments and Waivers 17 SECTION 27 . Choice of Law 17 SECTION 28 . Waiver of Jury Trial 17 SECTION 29 . Severability 17 SECURITY AGREEMENT dated as of September 20, 2023, among WHEELS UP EXPERIENCE INC. (the “Borrower”), the other GRANTORS party hereto from time to time and U.S. BANK TRUST COMPANY, N.A., not in its individual capacity but solely as collateral agent for the Secured Parties (together with its permitted successors in such capacity, (the “Collateral Agent”).