Covenants and Agreements of Assignor Sample Clauses

Covenants and Agreements of Assignor. 5. The Assignor hereby covenants and agrees with the Lender that until all of the Indebtedness is paid in full: (a) the Assignor shall not without the prior written consent of the Lender sell or dispose of any of the Collateral in the ordinary course of business or otherwise, and if the amounts on or in respect of the Collateral or Proceeds thereof shall be paid to the Assignor, the Assignor shall receive the same in trust for the Lender and forthwith pay over the same to the Lender upon request; provided however that the Inventory of the Assignor may be sold or disposed of in the ordinary course of business and for the purpose of carrying on the same; (b) the Assignor shall not without the prior written consent of the Lender create or permit any Encumbrances upon or assign or transfer as security or pledge or hypothecate as security the Collateral except to the Lender; (c) the Assignor shall at all times have and maintain insurance over the Collateral against risks of fire (including extended coverage), theft, and such risks as the Lender may reasonably require in writing, containing such terms, in such form, for such periods and written by such companies as may be reasonably satisfactory to the Lender. The Assignor shall duly and reasonably pay all premiums and other sums payable for maintaining such insurance and shall cause the insurance money thereunder to be payable to the Lender as its interest hereunder may appear and shall, if required, furnish the Lender with certificates or other evidence satisfactory to the Lender of compliance with the foregoing insurance provisions. In the event that Assignor fails to pay all premiums and other sums payable in accordance with the foregoing insurance provision, the Lender may make such payments to be repayable by the Assignor on demand and any such payments made by the Lender shall be secured hereby; (d) the Assignor shall keep the Collateral in good condition and repair according to the nature and description thereof, and the Lender may, whenever it deems necessary, either in person or by agent, inspect the Collateral and the reasonable cost of such inspection shall be paid by the Assignor and secured hereby and the Lender may make repairs as it deems necessary and the cost thereof shall be paid by the Assignor and secured hereby; (e) the Assignor shall duly pay all taxes, rates, levies, assessments of every nature which may be lawfully levied, assessed or imposed against or in respect of the Assignor or the ...
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Covenants and Agreements of Assignor. Assignor covenants and agrees as follows:
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Covenants and Agreements of Assignor. Assignor covenants and agrees: (a) That he will be responsible for paying all rent due under the terms of the Lease to and through the date of closing. He further agrees that the rent for the current period during which the date of closing occurs shall be prorated between the parties as of the date of closing and that will be responsible for payment of the next installment of rent due after the closing date. Assignor agrees to indemnify and hold harmless Assignee with regard to any rent due to ▇▇▇▇ Ana County for any period prior to the first day of the month in which closing of this transaction occurs. (b) That all fuel flowage fees and other consideration due from the Assignor under the Lease for all events and period prior to the date of closing be the obligation of Assignor and Assignor agrees to pay the same and to indemnify and hold harmless Assignee from any claims by ▇▇▇▇ Ana County for any sums due, including fuel flowage fees, percentage of Gross Receipts, or other fees due to ▇▇▇▇ Ana County arising out Assignor’s position or other obligations of the Lessee under such Lease that may have been imposed upon the Assignor pursuant to the terms of such Lease to and prior to the date of closing on this transaction. Any such sums due and payable by Assignee to the County shall be paid in full as a condition precedent to the County’s approval of this Assignment. (c) Assignor shall be responsible for paying any ad valorem taxes due to ▇▇▇▇ Ana County on the leasehold improvements for the years 2022 and all prior years. Any such taxes will be prorated between the parties as of the date of closing for the year 2023. (d) That on the date of closing hereon, in addition to this Assignment of Lease, they will execute a Bill of Sale conveying to Assignee all of its right, title, and interest in all leasehold improvements and any personal property being conveyed to Assignee pursuant to the terms of the agreement between the parties. (e) Assignor will pay all utilities for such facilities to the effective date of the assignment.
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Covenants and Agreements of Assignor. During the period from the Effective Time to the Closing Date, Assignor agrees, unless specifically waived by Assignee in writing, as follows: (a) Subject to the provisions of applicable operating and other agreements, Assignor shall continue to operate and administer the Properties to be assigned by Assignor in a good and workmanlike manner consistent with its past practices, and shall carry on its business with respect to such Properties in substantially the same manner as before execution of this Agreement and shall file any required reports in a timely manner, including production reports, for the time period up to the June 30, 2003, whether such reports are due before or after the Closing Date. (b) Assignor has not incurred any operating or capital expenditures or entered into any contracts and agreements relating to the Properties to be assigned by Assignor that involve individual commitments of more than $5,000 net to Assignor's interest in any month. Notwithstanding the foregoing, certain interim letter agreements dated February 26, 2003 and February 28, 2003 have been entered into between the parties regarding specific ▇▇▇▇▇ and locations operated by KMG. The parties acknowledge and agree that with respect to those specific ▇▇▇▇▇ and locations only, operations shall be conducted and expenditures incurred in accordance with the terms of the interim letter agreements entered into between the parties.
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Covenants and Agreements of Assignor. During the period from the date of this Agreement to the Closing Date, Assignor agrees, unless specifically waived by Assignee in writing, as follows: (1) Subject to the provisions of applicable operating and other agreements, Assignor shall continue to operate and administer the Properties to be assigned by Assignor in a good and workmanlike manner consistent with its past practices, and shall carry on its business with respect to such Properties in substantially the same manner as before execution of this Agreement. (2) Assignor shall, except for emergency action taken in the face of risk to life, property or the environment, submit to Assignee for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements relating to the Properties to be assigned by Assignor that involve individual commitments of more than $10,000 net to Assignor's interest. (3) Assignor shall nominate on behalf of Assignee natural gas production for the month of September, 1999 consistent with its current practices.
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Related to Covenants and Agreements of Assignor

  • Covenants and Agreements of Seller Seller covenants and agrees with Buyer as follows:

  • Covenants and Agreements of the Parties The Parties covenant and agree as follows:

  • Covenants and Agreements of the Company The Company further covenants and agrees with the Placement Agent as follows:

  • Covenants and Agreements of Buyer Buyer covenants and agrees with Seller as follows:

  • Covenants and Agreements Each Grantor hereby covenants and agrees that: (i) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (ii) upon Collateral Agent’s reasonable request, it shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to Collateral Agent, all Chattel Paper, Instruments and other evidence of Receivables (other than any delivered to Collateral Agent as provided herein), as well as the Receivables Records with an appropriate reference to the fact that Collateral Agent has a security interest therein; (iii) other than in respect of obligations subject to good faith disputes, it shall perform in all material respects all of its obligations with respect to the Receivables; (iv) other than in the ordinary course of business and while no Event of Default exists, it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be expected to have a Material Adverse Effect on the value of such Receivable as Collateral. Other than in the ordinary course of business and so long as no Event of Default exists, such Grantor shall not (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; (v) each Grantor shall continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation and diligently exercise each material right it may have under any Receivable, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, such Grantor shall take such action as such Grantor may deem necessary or advisable. Notwithstanding the foregoing, Collateral Agent shall have the right at any time during the existence of an Event of Default to notify, or require any Grantor to notify, any Account Debtor of Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, Collateral Agent may: (A) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral Agent; (B) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to Collateral Agent; and (C) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to Collateral Agent if required, in a collateral account (the “Collateral Account”), and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon; and (vi) it shall use its commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable.