Covenants and Further Assurances Clause Samples

Covenants and Further Assurances. The Pledgor: (a) Shall cause the Collateral to at all times be under the “control” (within the meaning of Section 8-106, 9-106 and 9-104 of the UCC) of the Security Trustee. With respect to any Securities Account, such control shall be accomplished by the Pledgor causing the Securities Intermediary maintaining such Securities Account to enter into an agreement pursuant to which the Securities Intermediary shall agree to comply with the Security Trustee’s Entitlement Orders without further consent by the Pledgor and with respect to any Deposit Account, such control shall be accomplished by the Pledgor causing the Bank maintaining such Deposit Account to enter into an agreement pursuant to which the Bank shall agree to comply with the Security Trustee’s instructions without further consent by the Pledgor. (b) Shall not, without the express prior written consent of the Security Trustee, sell, assign, pledge or otherwise encumber, or grant any option, warrant or other right to purchase the Collateral, or otherwise diminish or impair any of its rights in, to or under any of the Collateral. (c) Shall defend the Collateral against any and all Security Interests or claims of any Person or entity adverse to the claim of the Security Trustee. (d) Shall do such other acts and things, all as the Security Trustee, from time to time, reasonably may request, to establish and maintain a valid, perfected Security Interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Security) to secure the performance and payment of the Senior Debt Obligations. (e) Except as provided in the Project Facilities Agreement, shall not withdraw any funds or other Collateral from any Deposit Account or Securities Account prior to the payment in full of any outstanding Senior Debt Obligations. (f) Without limiting any prohibitions or restrictions on mergers or other transactions set forth in the Project Facilities Agreement, shall not change its name, identity, corporate structure (including by merger, consolidation, change in corporate form or otherwise), sole place of business, chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it has: (a) notified the Security Trustee in writing at least 30 days prior to any such change or establishment, identifying such new proposed name, identity, corporate structure, sole place of business, chief executive office, jurisdiction of o...

Covenants and Further Assurances. The Developer shall, at its sole cost and expense, provide the City with an independent legal opinion confirming marketable title and confirming that this Agreement is consistent with documents referenced in this section (the “Legal Opinion”). Subject to the receipt of the Legal Opinion, Developer and the City hereby acknowledge that certain Covenant recorded in Official Records Book 6450, at Page 729, as affected by that certain Covenant recorded in Official Records Book 6890, at Page 26, as further affected by that certain Vacation of Covenant recorded in Official Records Book 8783, at Page 944, as further affected by that certain Covenant recorded in Official Records Book 8898, at Page 440, as further affected by that certain Covenant recorded in Official Records Book 9345, at Page 773, as further affected by that certain Corrective Vacation of Covenant recorded in Official Records Book 9455, at Page 783, each of the foregoing being recorded amongst the Public Records of Broward County, Florida (collectively, the "Consolidated Covenant"). City hereby agrees to review and consider a Resolution authorizing the City to join in and consent to the amendment and restatement of the Consolidated Covenant to substitute the legal descriptions attached thereto with the legal description set forth in Exhibit C to the Consolidated, Amended and Restated Covenant, a copy of which is attached hereto and made a part hereof as Exhibit "F-1", in order to reconfigure a portion of the existing golf course to permit the Proposed Development of the Property and to restrict the Golf Course Parcel for use as a golf course with related amenities and operations which uses may include, but shall not be limited to, a clubhouse, pro shop, locker room, fitness facility, swimming pools, cabanas, liquor, beer and wine bar facilities, dining room facilities, parking, tennis courts, putting greens, driving/aqua range (no netting permitted) and all other incidental uses thereto upon that portion of the Property. City further acknowledges that the Property is subject to various easements in favor of the City and Tamarac Utilities, Inc., which easement are incorporated herein by reference. City agrees to review and consider any application by Developer to vacate or relocate the easements, at Developer's sole cost and expense, if the existing easements impede the Proposed Development of the Property including, but not limited to, amending the legal descriptions of the easement areas or termi...

Covenants and Further Assurances. 24.1.1 The Parties undertake to each other, and shall procure that the Company undertakes, to execute and perform all such deeds, documents, assurances, acts and things, to cooperate in obtaining all regulatory approvals and to exercises their voting rights in the General Meeting and the other corporate bodies of the Company and all powers and rights available to them, including, without limitation, the convening of all meetings and the giving of all waivers and consents and passing all resolutions reasonably required to ensure that the Parties and the members of the other corporate bodies and, so far as any obligations are expressed to be imposed upon it, the Company: 24.1.2 give effect to the terms of this Contract and the Articles of Associations; 24.1.3 adopt the Articles of Association to conform to this Contract; 24.1.4 enter into, deliver and execute the ancillary agreements provided for in this Contract, including the License Agreement and the notary deed for the Land; 24.1.5 other, as may be further provided for in this Contract. 24.1 The Parties shall use all reasonable endeavours to promote the interests of the Company. 24.2 The Parties shall refrain and shall use all reasonable endeavours to procure that all third parties directly or indirectly under their respective controls shall refrain from acting in a manner which hinders or prevents the Company from carrying on business in an efficient and proper manner.

Covenants and Further Assurances. 6.1 Debtor agrees not to sell, assign, pledge, mortgage, transfer or otherwise encumber its right, title or interest in or to a material portion of the Collateral as long as the Asset Purchase Agreement and this Security Agreement are in effect, except (i) for a sale in connections with which the Debtor complies with Paragraph 3.2(d) of the Asset Purchase Agreement or (ii) with the prior written consent of the Secured Party, which consent shall not be unreasonably withheld. 6.2 Debtor shall promptly notify Secured Party of any levy, attachment, garnishment or other seizure (by legal process or otherwise) of any of the Collateral and of any threatened or filed claims or proceedings that might impair the security interest of Secured Party. 6.3 Upon the reasonable request of Secured Party, Debtor agrees from time to time to execute, deliver and file, if necessary, all further instruments and documents (including without limitation UCC-1 financing statements), and takes all further action that may be necessary to perfect and protect any security interest granted or purported to be granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to the Collateral.

Covenants and Further Assurances. (a) Seller and OTC hereby covenant and agree to have Price Waterhouse LLP, their independent auditors, prepare audited financial statements (the "Audited Financial Statements"), including the Closing Balance Sheet for Seller and ODM on a consolidated basis for the two year period ending February 28, 1998. Seller shall cause the Audited Financial Statements to be completed in accordance with Generally Accepted Accounting Principles and delivered to Purchaser on or before May 15, 1998. Purchaser agrees to share the additional costs and expenses incurred by Seller to obtain the Audited Financial Statements over and above the costs and expenses incurred to prepare the audited financial statements of OTC, Seller, ODM and their affiliates on a consolidated basis. Purchaser shall provide to Seller's independent auditors reasonable cooperation and all necessary information and assistance to permit Seller to prepare such Closing Balance Sheet. (b) Within ninety (90) days after the Closing Date, Seller shall pay to Purchaser an amount equal to the sum of (i) the amount, if any by which the Net Asset Value is less than $1,400,000.00 and (ii) the amount, if any, by which the Accounts Payable exceeds $1,800,000.00; (c) Seller and OTC hereby covenant to remit to the appropriate Mexican governmental authorities or pay or reimburse the Purchaser the amount of all payroll and withholding taxes and deductions required to be withheld for or on behalf of the employees of ODM for the period through and including February 28, 1998 in excess of the amount, if any, reflected therefor on the Closing Balance Sheet. (d) Seller will pay all earned, accrued and unpaid vacation obligations (the "Oryx Vacation Pay") to its employees as of February 28, 1998. Purchaser agrees to reimburse to Seller an amount equal to the Oryx Vacation Pay not to exceed $102,506 and associated employer paid payroll taxes and an amount equal to Seller's payroll for the period February 28, 1998 through March 4, 1998 not to exceed $19,168 and related employer paid payroll taxes, and medical and life insurance benefit premiums not to exceed $10,000, in the aggregate, at the end of the Earn Out Period, subject to offset for any available adjustments to Earn Out Payments then and thereafter due based on Oryx Sales. (e) Seller and OTC agree to pay to Purchaser at the end of the Earn Out Period any amount pursuant to Section 2.3(b)(vi) which has not then been offset by any available Earn Out Payment. (f) If any pa...

Covenants and Further Assurances. (a) Borrower agrees to take any and all actions as may be reasonably requested by the Junior Lender to perfect, protect and evidence the security interest of the Junior Lender in the Collateral, including, without limitation: (i) the filing of financing statements and other instruments; (ii) the delivery of possession of that portion of the Collateral with respect to which a security interest may be perfected by possession; and (iii) delivery of notices to banks, insurance companies and others where notice may be required to perfect a security interest. (b) Borrower shall: (i) keep and maintain the Collateral free and clear of all liens, encumbrances and security interests of third parties other than the Permitted Liens and shall defend the Collateral at its cost and expense against any such lien, encumbrance or security interest; (ii) comply in all material respects, with all laws, statutes and regulations pertaining to Collateral and its use and operation; (iii) properly care for, house, store and maintain the Collateral in good condition, free of misuse, abuse and deterioration, other than normal wear and tear; and (iv) permit the Junior Lender or any representative thereof to examine and make copies of the records and visit the properties of Borrower and discuss the business and operations of Borrower with any employee or representative thereof.

Covenants and Further Assurances. Until the Obligations are paid in full and the Indenture has terminated: 4.1 Name or Entity Changes. No Debtor shall change such Debtor's name, type of organization or jurisdiction of organization without providing thirty (30) days' prior written notice to the Trustee. If any Debtor is at any time assigned a new organizational identification number, it shall promptly notify the Trustee thereof in writing.

Covenants and Further Assurances. The Grantor represents and warrants, as of the date of this Deed of Easement, that he is the sole owner and lawfully seized of a fee simple estate in the Land and has the right to grant and convey the Easement, and that there exist no liens, security interests or other encumbrances on or with respect to the Land (other than “Permitted Encumbrances” defined in the Installment Purchase Agreement). Grantor further covenants that he has not done or suffered to be done any act, matter or thing whatsoever to encumber the Easement or the Development Rights hereby conveyed, that he shall warrant specially the property interests herein conveyed, and that he shall execute such further assurances of the same as may be required.

Covenants and Further Assurances. 7.1 Seller hereby covenants and agrees that, after the date hereof and except as expressly set forth in this Agreement, Seller shall not sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in the Seller’s Shares, or place or allow to be placed any Encumbrance on the Seller’s Shares, or otherwise take any action (or fail to take any action) that would prevent or hinder the sale of the Seller’s Shares to Purchaser as contemplated hereunder. 7.2 Each Party will execute and deliver any further instruments or documents, and take all further action, as may be reasonably requested by the other Party to carry out the transactions contemplated by this Agreement.