Clauses and Covenants Sample Clauses

Clauses and Covenants. ▇▇▇▇▇▇ agrees to—
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Clauses and Covenants. A. Lessee agrees to— 1. Lease the Premises for the entire Term beginning on the Commencement Date and ending on the Termination Date. 2. Accept the Premises in its present “AS IS” condition, and acknowledges the Premises as being currently suitable for the Permitted Use and that Lessor shall have no obligation to make any improvements to the Premises before or during the Term. 3. Comply with all applicable laws relating to the Permitted Use, condition, and occupancy of the Premises. 4. Obtain and pay for utility services, if any, required by Lessee at the Premises. If Lessee, in its sole discretion, elects to contract for any such utility service for the Premises, then Lessee will punctually pay, discharge and satisfy all charges and other like payments for such service charged on, or in respect of, the Premises (“Utility Payments”), and if Lessee defaults in payment of such Utility Payments, Lessor may (but shall not be required to) pay the same and in addition to Lessor’s other rights, powers and remedies under this Lease, may recover the same from Lessee. 5. Allow Lessor to enter the Premises at reasonable times and upon reasonable advance, written notice to Lessee (except in the case of an emergency) to perform Lessor’s obligations, inspect the Premises, and show the Premises to prospective purchasers or (in the last 90 days of the Term) lessees. 6. Maintain a minimum 50-foot vegetated buffer along Oberlin Road and, in areas that are cleared by Lessee for Lessee’s Permitted Use, install geotextile, gravel and appropriate erosion control measures around any disturbed area. 7. Vacate the Premises on the last day of the Term. Lessee shall leave the Premises in a graveled condition and shall not restore the Premises to the condition existing as of the Lease Date. B. Lessee agrees not to— 1. Use the Premises for any purpose other than the Permitted Use. 2. Dispose of any waste on the Premises. 3. Allow a lien to be placed on the Premises through actions of Lessee, provided, however, that if a lien is filed, Lessee shall have thirty (30) days in which to ensure such lien is removed. 4. Assign this Lease or sublease any portion of the Premises without Lessor’s written consent; provided, however, (a) that Lessee may assign or sublease any portion of the Premises to an affiliate of Lessee without Lessor’s consent, and (b) that Lessee’s contractors may access and use the Premises solely for the Permitted Use, without Lessor’s written consent. ▇. ▇▇▇▇▇▇ agrees to...
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Clauses and Covenants. A. Lessee agrees to— 1. Lease the Land for the entire Term beginning on the Commencement Date and ending on the Termination Date. 2. Accept the Land in its present condition “AS IS,” the Land being currently suitable for the Permitted Use. 3. Obey all laws, ordinances, orders, and rules and regulations applicable to the use, condition, and occupancy of the Land, including the rules and regulations of the United States Department of Agriculture and the Texas Agriculture Commissioner. Follow all best practice techniques with regard to crop rotation to include but not limited to the following: a. Cotton shall not be planted without prior written consent of Lessor. b. At the Lessor’s discretion all crops shall be turned over (disked) within seven (7) days after harvest to reduce attracting wildlife. 4. Pay the Base Rent when it is due to Lessor at Lessor’s Address. 5. Pay a late charge of five (5%) percent of any Rent not received by Lessor by the tenth day after it is due. 6. Pay for all labor, fuel, and utility services, including but not limited to the electric ▇▇▇▇ for the well pump, used by Lessee. 7. Pay all taxes on the crops raised on and Lessee’s property located on the Land. 8. Allow Lessor to enter the Land to inspect the Land and show the Land to prospective purchasers or Lessees. 9. Repair, replace, and/or maintain any part of the Land used by Lessee. 10. Repair any damage to the Land or Excluded Improvements caused by Lessee. 11. Repair, replace and/or maintain the irrigation/water lines, water pumps, and any other portion of the irrigation/water system that Lessee uses to irrigate the Land. 12. Maintain the insurance coverages described in the attached Insurance Addendum. 13. INDEMNIFY, DEFEND, AND HOLD LESSOR HARMLESS FROM ANY INJURY (AND ANY RESULTING OR RELATED CLAIM, ACTION, LOSS, LIABILITY, OR REASONABLE EXPENSE, INCLUDING ATTORNEY’S FEES AND OTHER FEES AND COURT AND OTHER COSTS) ARISING OUT OF LESSEE’S USE OF THE LAND. THE INDEMNITY CONTAINED IN THIS PARAGRAPH (a) IS INDEPENDENT OF LESSEE’S INSURANCE, (b) WILL NOT BE LIMITED BY COMPARATIVE NEGLIGENCE STATUTES OR DAMAGES PAID UNDER THE WORKERS’ COMPENSATION ACT OR SIMILAR EMPLOYEE BENEFIT ACTS, (c) WILL SURVIVE THE END OF THE TERM, AND (d) WILL APPLY EVEN IF AN INJURY IS CAUSED IN WHOLE OR IN PART BY THE ORDINARY NEGLIGENCE OR STRICT LIABILITY OF LESSOR BUT WILL NOT APPLY TO THE EXTENT AN INJURY IS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LESSOR. 14. Deliver to Lessor a finan...
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Clauses and Covenants. TENANT AGREES TO-
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Clauses and Covenants. Tenant agrees to—
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Clauses and Covenants. Grantor's Obligations
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Clauses and Covenants 
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Related to Clauses and Covenants

  • Agreements and Covenants The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be “conditions” as well as “covenants” as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Connecting Transmission Owner for the Connecting Transmission Owner’s Attachment Facilities will be capitalized by Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and

  • Agreements and Covenants of Trustee The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee at ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) in the United States, maintained by the Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the trustee may earn bank credits or other considerations; (d) Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Promptly notify the Company of all communications received by the Trustee with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so; (h) Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account; (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses and net of taxes payable), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (i) 24 months after the closing of the Offering and (ii) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses and net of taxes payable) shall be distributed to the Public Stockholders of record as of such date; (j) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any income or franchise tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution; provided, further, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax ▇▇▇▇ from the State of Delaware for the Company and a written statement from the principal financial officer of the Company setting forth the actual amount payable. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request; (k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation or (B) with respect to any other provision relating to the rights of holders of Common Stock or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and (l) Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.

  • Representations and Covenants of the Agent The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares.