Covenants of Assignee Clause Samples

Covenants of Assignee. Subject to Section 2.3 of the Agreement, Assignee hereby expressly and unconditionally assumes and agrees to perform fully and faithfully each and every term, covenant and condition of each Assigned Contract required to be performed by Assignor thereunder, arising after the date hereof (but excluding any liability arising under such agreements as a result of any breach, default or failure of Assignor to perform any covenants or obligations required to be performed by Assignor thereunder on or prior to the date hereof), and shall indemnify and hold harmless Assignor from and against any loss, claim, damage or expense caused by or attributable to the failure of Assignee to so perform its obligations hereunder; PROVIDED, HOWEVER, that to the extent that such breach or default by Assignor arises from Assignor's performance or failure to perform a non-monetary obligation, Assignee shall promptly take any and all reasonable actions to cure any such breach or default by Assignor and to mitigate the liability for such breach or default subject to Assignor's obligation to indemnify Assignee for any and all reasonable expenses incurred by Assignee in connection with curing such breach or default by Assignor. CONTRACT #▇▇-▇▇▇-▇▇▇ SECTION 4: COVENANTS OF ASSIGNOR. Pursuant to the terms of Section 6.3 of the Agreement, Assignor shall indemnify and hold harmless Assignee from and against any loss, claim, damage or expense caused by or attributable to the failure of Assignor to perform each and every term, covenant and condition of the Assigned Contracts required to be performed by it on or prior to the Closing Date.

Covenants of Assignee. Assignee hereby covenants and promises that: (a) Assignee will not use, license or otherwise convey or assign any rights in and to the Patent; and (b) Assignee will not sell, assign or pledge its rights and interests under this Assignment Agreement unless the purchaser, assignee or pledgee agrees to accept and be bound by all the terms of this Assignment Agreement.

Covenants of Assignee. Assignee agrees that, during the term of this Assignment Agreement, and as long as the Gas Storage Contract is in effect, Assignee (i) shall pay to ▇▇▇▇ Bluff the Total Storage Reservation Fee as specified by Assignor and all other costs for storage services utilizing the natural gas storage facilities that are the subject of this Assignment Agreement; (ii) shall be responsible for any fuel retention or fuel costs as specified by the Gas Storage Contract; (iii) shall not reassign any capacity granted to it hereunder to any third party; (iv) shall comply with the applicable provisions of ▇▇▇▇ Bluff’s operating rules and procedures including but not limited to applicable quality standards, delivery pressures and measurement requirements, and ▇▇▇▇ Bluff’s Statement of General Terms and Standard Operating Conditions (“SOC”) including the applicable credit requirements; and (v) shall not change any of the terms and conditions of the Gas Storage Contract without the express written consent of Assignor.

Covenants of Assignee. Assignee covenants and agrees that through the Termination Date, which covenants and agreements shall supersede and replace the covenants and agreements contained in Section 7.4 of the Financial Warranty Agreement: (a) it will make its and the Guarantor’s audited annual financial statements, together with the relevant auditor’s consents, and its and the Guarantor’s unaudited quarterly financial statements available to the Trust, on behalf of the Fund, for inclusion in the Registration Statement as required by the Commission. Such audited financial statements shall be so provided within 90 days of the end of each fiscal year end of Assignee or the Guarantor, as applicable, and such unaudited financial statements shall be so provided within 45 days of the end of the applicable quarterly period. Such financial statements shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in each case as of the dates and for the periods referred to in such financial statements. Assignee agrees to use reasonable efforts to provide to the Trust, on behalf of the Fund, any additional information reasonably requested by the Trust, on behalf of the Fund, from Assignee; (b) it will provide the Adviser and the Trust promptly upon becoming aware of the same with written notice (i) if BANA ceases to be classified as “well capitalized” based on the most recent call report filed by BANA with its primary federal banking regulator, for purposes of the capital maintenance regulations of the Office of the Comptroller of the Currency, 12 C.F.R. Part 6, or any successor regulations or (ii) of the commencement of any conservatorship, receivership or other Act of Insolvency of Assignee, BANA or the Guarantor; (c) it shall comply in all material respects with the terms and provisions of all Requirements of Law with respect to Assignee and it shall obtain and maintain all licenses, permits, charters and registrations which are necessary to the conduct of its business or where the failure to obtain and maintain the same would not reasonably be expected to have an Adverse Effect with respect to Assignee; (d) it shall promptly and fully perform all of, and comply in all respects with, its obligations (i) under each Transaction Document to which it will become a party under this Agreement, and (ii) under each other agreement, instrument or contract delivered in connection...

Covenants of Assignee. Assignee hereby covenants and agrees with Assignor as follows: (a) Although this Assignment constitutes a present, current and absolute assignment of all Leases and all rents, issues and profits from the Property, so long as no Event of Default (as herein defined) has occurred and is continuing, Assignee shall not demand that such rents, issues and profits be paid directly to Assignee, and Assignor shall have the right to collect, but not more than one (1) month prior to accrual, all such rents, issues and profits from the Property (including, but not by way of limitation, all rents payable under the Leases), provided, however, that Assignor shall collect and receive all such rents, issues and profits from the Property as trustee for the benefit of Assignee, and shall apply such rents, issues and profits so collected to the Secured Obligations, to the extent then due, with the balance, so long as no Event of Default has occurred and is continuing, to the account of Assignor. (b) Upon termination of the Credit Agreement and the payment in full of the Secured Obligations, this Assignment shall be terminated and released of record by Assignee and shall thereupon be of no further force or effect.

Covenants of Assignee. 3.1 Covenant Not to Use Marks in Upstream Oilfield Business. For a period of seven years following the Effective Date, ASSIGNEE covenants and agrees that it and its Affiliates will not use or license the Marks directly in connection with the sale, promotion, design, manufacture or development of goods or services in the Upstream Oilfield Business. The foregoing prohibition against use and licensing the Marks includes, without limitation, any contract or agreement by the Assignee or any Affiliates thereof under which the Assignee or such Affiliate purports to transfer to a third person, or permit a third person to use, any of the Marks; provided, however, that after the third anniversary of the Effective Date, ASSIGNEE may identify its Upstream Oilfield Businesses, if any, as being a "Dresser Company" (assuming that Dresser, Inc. is the ASSIGNEE or parent entity of the ASSIGNEE).

Covenants of Assignee. The Assignee covenants as follows: a. Any balance of sums that may be received hereunder from the Insurer remaining after payment to the Assignee as provided in the Agreement in the event the Agreement is terminated will be paid by the Assignee to the persons who would be entitled thereto under the terms of the Policy had this Assignment not been executed. b. Following the occurrence of a Restricting Event, the Assignee will, upon request, forward the Policy without unreasonable delay to the Insurer for endorsement of any designation or change of beneficiary, or any election of an optional mode of settlement.

Covenants of Assignee. (a) As a condition of the assignment herein, the Assignee hereby expressly assumes the duties, obligations and responsibilities of the Assignor as the "Developer" under the Development Agreement. (b) The Assignee hereby expressly subordinates its rights under this Assignment to the rights of the Authority under the Development Agreement, and further expressly agrees to take no action in derogation of any other rights of the Authority under the Development Agreement. (c) The Assignee acknowledges that it may not re-assign its rights as the "Developer" under the Development Agreement without the express prior written consent of the Authority or as provided in the Development Agreement. (d) The Assignee certifies that it has the qualifications and financial responsibility necessary and adequate to fulfill the obligations undertaken by the Developer in the Development Agreement. (e) The Assignee hereby agrees to indemnify and hold the Assignor and the Authority harmless from all claims by third parties arising from and after the date of this Assignment, as provided in the Development Agreement.

Covenants of Assignee. Assignee hereby agrees and covenants to timely, properly and fully perform each and every one of the Obligations.