ASSIGNEE COVENANTS Sample Clauses

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ASSIGNEE COVENANTS. The Assignee hereby covenants and agrees with the Assignor that forthwith upon the assignment of the Agreement of Purchase and Sale it will assume, perform, comply with and be bound by, all obligations, warranties and representations of the Assignor as contained in the Agreement of Purchase and Sale as if the Assignee had originally executed the Agreement of Purchase and Sale as buyer with the seller.
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ASSIGNEE COVENANTS. (a) Assignee shall use commercially reasonable best efforts to obtain firm commitments of capital in the aggregate amount of no less than $400,000.00 within thirty (30) days of the execution of this Assignment Agreement (the “Milestone Date”), as evidenced by commitment letters or other evidence reasonably satisfactory to Assignor. If Assignee shall not provide such commitments to Assignor by the Milestone Date, Assignor shall have the option to terminate its obligations under this Assignment Agreement upon written notice of termination to Assignee (“Early Termination”). (b) The business and operations of the Company shall be conducted in the usual and ordinary course of business in accordance with good business practices between the date of this Assignment Agreement and the earlier of the Closing Date and the date of earlier termination of this Assignment Agreement in accordance with its terms.
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ASSIGNEE COVENANTS. Assignee covenants and agrees with Assignor/Purchaser that, as of and from the Effective Date: (a) It will pay the additional deposits (if any) and the cash balance of the Purchase Price at the times and in the manner set forth in the Agreement, and observe and perform the covenants and other obligations contained in the Agreement on the part of the Assignor/Purchaser to be observed and performed, and it will indemnify and save harmless Assignor/Purchaser from all actions, suits, costs, losses, charges, demands and expenses for and in respect of any such non-payment, non-observance or non- performance; and (b) It will at all times be bound by all of Assignor/Purchaser’s covenants, warranties, representations, obligations, and liabilities set forth in (or arising under) the Agreement, including without limitation, the obligation to pay the additional deposits (if any) and the cash balance of the Purchase Price at the times and in the manner set forth in the Agreement, and that it will indemnify and save harmless Vendor from all actions, suits, costs, losses, charges, demands and expenses for and in respect of any such non-payment or non-observance or non-performance. Assignee further covenants and agrees with Vendor that, by its signature herein, Assignee has received a copy of the Agreement and any amendments thereto, together with all notices given by Vendor to Assignor/Purchaser pursuant to the Agreement and all documents and agreements supplementary to the Agreement, and Assignee covenants and agrees with Vendor that it shall be bound by the same as of the Effective Date.
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ASSIGNEE COVENANTS. Assignee hereby covenants and agrees that until such time as Assignor is fully released from any and all liability under the Lease pursuant to the terms of the Consent, Assignee shall (a) immediately provide Assignor with a copy of any notices of default or breach under the Lease, or any notices relating to the Surviving Obligation (as defined in the Consent) received from Landlord or any other party, (b) immediately reimburse Assignor upon demand for any amounts paid by Assignor for the Surviving Rent Obligation, together with a five percent (5%) administrative charge and interest thereon (at the rate of interest payable under the Lease for any unpaid rent) until such amount is paid in full to Assignor, (c) promptly notify Assignor in writing of any default or breach under the Lease or any event which may, with notice or the passage of time or both, may constitute a default or breach under the Lease of which Assignee has knowledge, (d) not amend or modify the Lease in any manner which may increase Assignor’s liabilities or obligations under the Lease or the Consent, (e) fully and timely perform all of Assignee’s obligations under the Lease, as amended from time to time, and (f) until the Tenant Release Date (as defined in the Consent), not assign or otherwise Transfer any of Assignee’s rights or obligations under the Lease, the Consent or this Agreement. Assignee’s obligations hereunder shall survive the expiration or earlier termination of the Lease.
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ASSIGNEE COVENANTS. ‌ Assignee covenants that throughout the Assignment Period: (a) Assignee shall Notify Assignor in writing within one Business Day after any Event of Default under the PPA has occurred. (b) Assignee shall provide Assignor with a copy of every notice sent or received by Assignee under the PPA within one Business Day of sending or receiving such notices. (c) Assignee shall not propose any amendment to the PPA, consent to any Seller-requested amendment to the PPA, or grant any waiver of the rights or obligations of the parties under the PPA, without first obtaining Assignor’s written consent to such amendment or waiver. (d) Assignee shall not terminate the PPA, or provide a Seller with a notice of termination under the PPA, without prior written consent of Assignor. (e) Assignee shall not assign the PPA to any Person without Assignor’s prior written consent. (f) Assignee shall not accept or agree to Seller’s request for any change or modifications to the Project without Assignor’s prior written consent. (g) Assignee shall make the representations and warranties of the Buyer set forth in the PPA to the Seller as of the Transfer Date.
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ASSIGNEE COVENANTS. The Assignee, to the extent of the 48.00% Participating Interest assigned to it under this Deed, assumes and covenants with each of the Assignor and the Other Party to perform, with effect from the Effective Date, the liabilities, obligations, responsibilities and duties of the holder of a Participating Interest under the Joint Operating Agreement as if the Assignee were originally a party thereof and the Assignor s obligations under the Farmout Agreement including without limitation all liability to pay costs and expenses under an AFE issued prior to the Effective Date, where such costs and expenses relate to expenditure to be incurred on and from the Effective Date.
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ASSIGNEE COVENANTS. Additional Parking The Assignee covenants that in the event the Council is successful in obtaining planning permission for the Additional Parking (subject to clause 6.2 of this Deed) within six months of the Development Start Date, the Assignee will construct the Additional Parking on behalf of the Council in accordance with the permission granted in respect of the same. PROVIDED THAT on expiry of this period if permission is not granted for the Additional parking this covenant will no longer apply Play Area In the event the Council provides an alternative design and specification for the Play Area (New Play Area Design), the Assignee covenants with the Council to install the play equipment in accordance with the New Play Area Design subject to the following; the Assignee shall not be required to contribute more than the Play Area Contribution to the New Play Area Design; and the Council provides the Assignee with the New Play Area Design within six months of the Development Start Date. PROVIDED THAT on expiry of this period if no New Play Area Design is provided to the Assignee this covenant will no longer apply and the timing for delivery of the Play area is not affected by the revised scheme; and the Assignee will deliver the Play Area in accordance with the Wickstead’s Quotation The Council covenant with Assignees to provide all reasonable assistance to the Assignee to achieve the discharge of planning conditions in the Planning Permission; and on handover of the pavilion (to be constructed as part of the Development) the Council will be responsible for any future maintenance of Council’s land pursuant to any maintained agreements in place from time to time including but not limited to those required under the Planning Permission. The Council may serve written notice on the Assignee between legal completion and commencement of work for the Development on site for the of its intention to submit a planning application for an Additional Parking PROVIDED THAT the Council Covenants with the Assignee that: the spaces are in a location to be agreed by Assignee acting reasonably; the application must be determined within a three-month period from the Assignee commencing work on site for the Development , if this date is note achieved then the original layout as per the Planning permission will be delivered The Council’s application must not affect or alter the position of the village hall/pavillion or the setting out of the roads and sewers for the Development...
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ASSIGNEE COVENANTS. Notwithstanding that the prior express written consent of Landlord to any of the aforesaid transactions may have been obtained, the following shall apply: (a) In the event of an assignment, contemporaneously with the granting of Landlord’s consent, Tenant shall (i) cause the assignee to expressly assume in writing and agree to perform all of the obligations of Tenant hereunder, and such assignee shall be jointly and severally liable therefor along with Tenant; and (ii) cause such assignee to grant to Landlord an express first and prior Landlord’s lien and security interest (and execute one or more Uniform Commercial Code Financing Statements) in assignee’s goods, wares, equipment, fixtures, furniture, merchandise, improvements and other personal property in the manner set forth in Article 9.03 hereof. (b) A signed counterpart of all instruments relative thereto (executed by all parties to such transaction with the exception of Landlord) shall be submitted by Tenant to Landlord prior to or contemporaneously with the request for Landlord’s consent thereto (it being understood that no such instrument shall be effective without the written consent of Landlord). (c) Tenant shall subordinate to Landlord’s statutory lien and Landlord’s aforesaid contractual lien and security interest, any liens or other rights which Tenant may claim with respect to any fixtures, equipment, goods, wares, merchandise, furniture, improvements, or other personal property owned by the proposed assignee, subTenant, or other party intending to occupy the Property. (d) Tenant agrees to reimburse Landlord for all attorneys’ fees and administrative expenses incurred in connection with the review, processing or preparation of any documentation associated with the assignment, subletting or other transfer of this lease or Tenant’s interest in the Property, whether or not Landlord’s consent to such transfer is required or obtained.
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Related to ASSIGNEE COVENANTS

  • Employee Covenants Employee agrees and covenants: (A) to treat all Confidential Information as strictly confidential; (B) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of Company not having a need to know and authority to know and use the Confidential Information in connection with the Business and, in any event, not to anyone outside of the direct employ of Company except as required in the performance of any of Employee’s authorized employment duties to Company or with the prior consent of an authorized officer acting on behalf of Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (C) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of Company except as required in the performance any of the Employee’s authorized employment duties to Company or with the prior consent of an authorized officer acting on behalf of Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). Employee understands and acknowledges that Employee’s obligations under this Agreement regarding any particular Confidential Information begin immediately and shall continue during and after Employee’s employment by Company until the Confidential Information has become public knowledge other than as a result of Employee’s breach of this Agreement or a breach by those acting in concert with Employee or on Employee’s behalf.

  • Separate Covenants The covenants of Part IX of this Agreement shall be construed as separate covenants covering their particular subject matter. In the event that any covenant shall be found to be judicially unenforceable, said covenant shall not affect the enforceability or validity of any other part of this Agreement. Employee Initials ____

  • Non-Compete Covenants If Employee terminates his employment without cause, or if Employee's employment is terminated by Bank for cause, then for one year from the date of such termination Employee will not, without the prior written consent of Bank: 8.1.1 Undertake full or part-time work, either as an employee or as a consultant, for another financial institution if such work is to be done, in whole or in part, in or from an office or other work site in Yamhill, Wasco, Hood River, Jefferson, Deschutes, ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ Counties, Oregon, in Klickitat County, Washington, or in any other county in Oregon or Washington in which Bancorp or any of its affiliates has a place of business at the time of termination; or 8.1.2 Hire for any financial institution or other employer (including himself) any employee of Bancorp or any of its affiliates, or directly or indirectly cause such an employee to leave his or her employment to work for another employer, if such employee is to work in or from an office or other work site in Yamhill, Wasco, Hood River, Jefferson, Deschutes, ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ Counties, Oregon, in Klickitat County, Washington, or in any other county in Oregon or Washington in which Bancorp or any of its affiliates has a place of business at the time of termination.

  • 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.

  • Non-Competition Covenants a. The provisions of this subparagraph a. shall apply both during normal working hours and at all other times including, but not limited to, nights, weekends and vacation time, while Optionee is employed by the Company or any Subsidiary. Optionee shall not directly or indirectly (i) engage in any employment, business, or activity that is competitive with the business of the Company or any Subsidiary, (ii) assist any other person or organization in competing with, or in preparing to engage in competition with, the business of the Company or any Subsidiary. Direct competition shall include, but not be limited to, the design, development, production, promotion or sale of products, software, or services competitive with those of the Company or any Subsidiary. In addition, Optionee shall not directly or indirectly (i) engage in any employment, business, or activity that is competitive with either (A) the proposed business of the Subsidiary that employs Optionee (“Employing Subsidiary”) or (B) any proposed business of any of the Company’s other Subsidiaries (the “Non-Employing Subsidiaries”) of which Optionee has actual knowledge, or (ii) assist any other person or organization in competing with, or in preparing to engage in competition with, either (A) the proposed business of the Employing Subsidiary or (B) any proposed business of any Non-Employing Subsidiary of which Optionee has actual knowledge. b. The provisions of this subparagraph b. shall apply during Optionee’s employment with the Company or any Subsidiary and for a period of twelve months after Optionee ceases to be employed by the Company or any Subsidiary. Optionee shall not directly or indirectly solicit to conduct any Competitive Business with, or conduct any Competitive Business with, any (i) then-current customer of the Employing Subsidiary or (ii) any person that has been a customer of the Employing Subsidiary within the six months prior to the time of Optionee’s separation from employment. The phrase “Competitive Business” means the line(s) of business(es) conducted by the Employing Subsidiary. c. The provisions of this subparagraph c. shall apply during Optionee’s employment with the Company or any Subsidiary and for a period of 12 months after Optionee’s separation from employment. Optionee shall not directly or indirectly solicit to hire, or cause to be hired, any employee of the Company or any Subsidiary as an employee or agent of, or consultant to, any business enterprise that Optionee is associated with. d. Each non-competition covenant of Optionee contained in the preceding provisions of this Paragraph 10 (the “non-competition covenant”) shall be construed as an agreement independent of any other provision of this Agreement and the existence of any claim or cause of action of Optionee against the Company or any Subsidiary, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or any Subsidiary of such non-competition covenant. e. The Company and Optionee have in good faith used their best efforts to make each non-competition covenant contained in the preceding provisions of this Paragraph 10 reasonable in both scope and in duration. It is not anticipated, nor is it intended, by either party to this Agreement that any court or other tribunal having jurisdiction over the matter will find it necessary to reform any non-competition covenant to make it reasonable in both scope and in duration, or otherwise. If any non-competition covenant is deemed by a tribunal having jurisdiction over the matter to be unlawful or unenforceable, such provision will be deemed severable from this Agreement and such provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions of this Agreement shall otherwise remain in full force and effect and be enforceable. Furthermore, in lieu of such unlawful or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms as may be possible and be enforceable. f. Optionee is agreeing to the provisions of this Paragraph 10 in consideration of the grant of this Option. The provisions of this Paragraph 10 shall be valid and enforceable by the Company and its Subsidiaries, regardless of whether or not any of this Option granted hereunder actually becomes exercisable, or whether or not Optionee actually exercises any rights under this Option. In the event of any conflict or inconsistency between any provision of this Paragraph 10 and any similar or analogous provision of any other agreement (either currently in effect or that may be entered into in the future) between Optionee, on the one hand, and the Company or any Subsidiary, on the other hand, whichever provision is most favorable to the Company or such Subsidiary shall govern.