Common use of Covenants of Assignor Clause in Contracts

Covenants of Assignor. (a) Assignor shall not amend (and Assignor warrants that Original Purchaser shall not amend) the Contract without Assignee’s prior written consent, which consent may be withheld in Assignee’s sole and absolute discretion. (b) Assignor shall have the right to elect which Service Contracts, Equipment Leases and Policies the Purchaser under the Contract will assume and which ones Seller must terminate at or prior to Closing in accordance with Section 4.5 of the Contract. Assignor or Original Purchaser, as applicable, shall obtain Assignee’s determination on such Service Contracts, Equipment Leases and Polices prior to submitting the election to Seller in accordance with Section 4.5 of the Contract. (c) Assignor shall not grant (and Assignor warrants that Original Purchaser shall not grant) any approvals or consents permitted to be granted by the Purchaser under the Contract (nor permit any deemed approval periods to expire or lapse), submit any notices, elections, objections or documents to Seller that are required or permitted to be submitted under the Contract or waive any requirements applicable to or defaults by Seller under the Contract without Assignee’s prior written consent, which may be granted or withheld in Assignee’s sole and absolute discretion so long as the failure to submit such notice, election, obligation or document will not constitute (i) a waiver by Assignor of any obligation of the Seller under the terms of the Contract (in which case Assignee’s consent shall be subject to Assignee’s reasonable approval, rather than sole and absolute discretion) or (ii) a default by Assignor under the terms of the Contract. (d) Assignor shall provide Assignee with simultaneous copies of all notices provided to Seller under the Contract by Assignor or Original Purchaser and shall promptly forward to Assignee any notices received by Assignor or Original Purchaser from Seller under the Contract. (e) Following the effective date of the Initial Assignment, Assignor shall cause Original Purchaser to cooperate with Assignor and Assignee as reasonably required to consummate the Assignment and the Closing.

Covenants of Assignor. The Assignor covenants and agrees that so long as any of the indebtedness evidenced by the Note shall be outstanding and unsatisfied and until the ▇▇▇▇▇▇’s commitment to make advances to the Assignor has terminated: (a) The Assignor shall not amend keep the Collateral: (i) free and Assignor warrants that Original Purchaser shall not amendclear of any lien, security interest or encumbrance, except for the liens and security interests created by this Assignment; and (ii) the Contract without Assignee’s prior written consent, which consent may be withheld in Assignee’s sole and absolute discretion.free from all tax liens; (b) The Assignor shall have maintain and keep accurate records, books and accounts with respect to the right Collateral and any money, accounts receivable, and other proceeds of any sale or other disposition, and give to elect which Service Contractsthe Lender upon request, Equipment Leases a full and Policies complete accounting with respect to the Purchaser under Collateral and the Contract will assume money, accounts receivable, proceeds and which ones Seller must terminate at or prior to Closing in accordance with Section 4.5 of the Contract. Assignor or Original Purchaser, as applicable, shall obtain Assignee’s determination on such Service Contracts, Equipment Leases and Polices prior to submitting the election to Seller in accordance with Section 4.5 of the Contract.business; (c) The Assignor shall not grant (permit the Lender, through any representatives it may designate, at all reasonable times upon reasonable advance notice, to enter any premises in which either the Collateral or any of the records, books and Assignor warrants that Original Purchaser shall not grant) any approvals or consents permitted to be granted by the Purchaser under the Contract (nor permit any deemed approval periods to expire or lapse), submit any notices, elections, objections or documents to Seller that are required or permitted to be submitted under the Contract or waive any requirements applicable to or defaults by Seller under the Contract without Assignee’s prior written consent, which accounts may be granted situated, or withheld in Assignee’s sole any premises where the Lender has reasonable cause to believe the items may be situated, for the purpose of examining and absolute discretion so long as inspecting the failure to submit such notice, election, obligation or document will not constitute (i) a waiver by Assignor of any obligation of the Seller under the terms of the Contract (in which case Assignee’s consent shall be subject to Assignee’s reasonable approval, rather than sole and absolute discretion) or (ii) a default by Assignor under the terms of the Contract.Collateral; (d) The Assignor shall provide Assignee join with simultaneous copies of all notices provided the Lender in preparing and filing at the appropriate offices one or more financing statements with regard to Seller under the Contract by Assignor or Original Purchaser and shall promptly forward Collateral complying with the UCC, in form satisfactory to Assignee any notices received by Assignor or Original Purchaser from Seller under the Contract.Lender; (e) Following The Assignor shall maintain, or cause to be maintained, insurance policies on the effective date Project in accordance with the requirements set forth in the Loan Agreement and set forth in the Development Agreement; (f) The Assignor shall do any additional acts as the Lender may reasonably require for the purpose of more completely assuring to the Initial AssignmentLender its rights to the Collateral; (g) At any time the Assignor receives a written notice of default under the Development Agreement, Assignor shall cause Original Purchaser promptly report such notice of default to cooperate the Lender; and (h) The Assignor shall fully comply with Assignor its obligations under the Development Agreement and Assignee as reasonably required to consummate shall not waive, excuse, condone or in any matter release or discharge the Assignment and City of its obligations under the ClosingDevelopment Agreement.

Covenants of Assignor. The Assignor covenants and agrees that so long as any of the indebtedness evidenced by the Note shall be outstanding and unsatisfied and until ▇▇▇▇▇▇’s commitment to make advances available to Assignor has terminated: (a) The Assignor shall not amend keep the Collateral: (i) free and Assignor warrants that Original Purchaser shall not amendclear of any lien, security interest or encumbrance, except for the liens and security interests created by this Assignment; and (ii) the Contract without Assignee’s prior written consent, which consent may be withheld in Assignee’s sole and absolute discretion.free from all tax liens; (b) The Assignor shall have maintain and keep accurate records, books and accounts with respect to the right Collateral and any money, accounts receivable, and other proceeds of any sale or other disposition, and give to elect which Service Contractsthe Lender upon request, Equipment Leases a full and Policies complete accounting with respect to the Purchaser under Collateral and the Contract will assume money, accounts receivable, proceeds and which ones Seller must terminate at or prior to Closing in accordance with Section 4.5 of the Contract. Assignor or Original Purchaser, as applicable, shall obtain Assignee’s determination on such Service Contracts, Equipment Leases and Polices prior to submitting the election to Seller in accordance with Section 4.5 of the Contract.business; (c) The Assignor shall not grant (permit the Lender, through any representatives it may designate, at all reasonable times upon reasonable advance notice to enter any premises of the Assignor in which either the Collateral or any of the records, books and Assignor warrants that Original Purchaser shall not grant) any approvals or consents permitted to be granted by the Purchaser under the Contract (nor permit any deemed approval periods to expire or lapse), submit any notices, elections, objections or documents to Seller that are required or permitted to be submitted under the Contract or waive any requirements applicable to or defaults by Seller under the Contract without Assignee’s prior written consent, which accounts may be granted situated, or withheld in Assignee’s sole any premises where the Lender has reasonable cause to believe the items may be situated, for the purpose of examining and absolute discretion so long as inspecting the failure to submit such notice, election, obligation or document will not constitute (i) a waiver by Assignor of any obligation of the Seller under the terms of the Contract (in which case Assignee’s consent shall be subject to Assignee’s reasonable approval, rather than sole and absolute discretion) or (ii) a default by Assignor under the terms of the Contract.Collateral; (d) The Assignor shall provide Assignee join with simultaneous copies of all notices provided the Lender in preparing and filing at the appropriate offices one or more financing statements with regard to Seller under the Contract by Assignor or Original Purchaser and shall promptly forward Collateral complying with the UCC, in form satisfactory to Assignee any notices received by Assignor or Original Purchaser from Seller under the Contract.Lender; (e) Following the effective date of the Initial Assignment, The Assignor shall maintain, or cause Original Purchaser to cooperate be maintained, insurance policies on the Project in accordance with the requirements set forth in the Loan Agreement and set forth in the Redevelopment Agreement; (f) The Assignor shall do any additional acts as the Lender may reasonably require for the purpose of more completely assuring to the Lender its rights to the Collateral; (g) At any time the Assignor receives a written notice of default under the Redevelopment Agreement, the Assignor shall promptly provide a copy of such notice of default to the Lender; and (h) The Assignor shall fully comply with its obligations under the Redevelopment Agreement and Assignee as reasonably required to consummate shall not waive, excuse, condone or in any matter release or discharge the Assignment and City or the ClosingAuthority of their respective obligations under the Redevelopment Agreement or under the Tax Increment Note.

Covenants of Assignor. (a) Assignor shall covenants and agrees with Assignee: to notify Assignee in advance of any operations, repairs or any activity conducted by Assignor with respect to the Assignor Assets which may affect the Assignee Assets in any manner whatsoever; to not amend (at any time damage, disturb or adversely affect in any way the Assignee Assets or any other property of Assignee located adjacent to or upon the Pipeline Right-of-Way; to operate, abandon and reclaim the Assignor warrants that Original Purchaser shall not amend) the Contract without Assignee’s prior written consent, which consent may be withheld Assets in Assignee’s sole a good and absolute discretion. (b) Assignor shall have the right to elect which Service Contracts, Equipment Leases and Policies the Purchaser under the Contract will assume and which ones Seller must terminate at or prior to Closing workmanlike manner in accordance with Section 4.5 good oilfield practices and in compliance with the Right-of-Way Agreement, all applicable laws, regulations, standards, orders, bylaws and other rules of any governmental authority having jurisdiction over the ContractAssignor Assets; and in an emergency, to take steps that would reasonably be taken by a prudent operator in order to preserve each Party’s Assets and protect human life, and to notify Assignee forthwith. Assignee covenants and agrees with Assignor: to notify Assignor in advance of any operations, repairs or Original Purchaserany activity conducted by Assignee with respect to the Assignee Assets which may affect the Assignor Assets in any manner whatsoever; not at any time damage, as applicabledisturb or adversely affect in any way the Assignor Assets, shall obtain Assignee’s determination on such Service Contractsor any other property of Assignor located adjacent to or upon the Pipeline Right-of-Way; to operate, Equipment Leases abandon and Polices prior to submitting reclaim the election to Seller Assignee Assets in a good and workmanlike manner in accordance with Section 4.5 of the Contract. (c) Assignor shall not grant (good oilfield practices and Assignor warrants that Original Purchaser shall not grant) any approvals or consents permitted to be granted by the Purchaser under the Contract (nor permit any deemed approval periods to expire or lapse)in compliance with surface dispositions and all applicable laws, submit any noticesregulations, electionsstandards, objections or documents to Seller that are required or permitted to be submitted under the Contract or waive any requirements applicable to or defaults by Seller under the Contract without Assignee’s prior written consentorders, which may be granted or withheld in Assignee’s sole bylaws and absolute discretion so long as the failure to submit such notice, election, obligation or document will not constitute (i) a waiver by Assignor other rules of any obligation of governmental authority having jurisdiction over the Seller under the terms of the Contract (Assignee Assets; and in which case Assigneean emergency, to take steps that would reasonably be taken by a prudent operator in order to preserve each Party’s consent shall be subject Assets and protect human life and to Assignee’s reasonable approval, rather than sole and absolute discretion) or (ii) a default by notify Assignor under the terms of the Contractforthwith. (d) Assignor shall provide Assignee with simultaneous copies of all notices provided to Seller under the Contract by Assignor or Original Purchaser and shall promptly forward to Assignee any notices received by Assignor or Original Purchaser from Seller under the Contract. (e) Following the effective date of the Initial Assignment, Assignor shall cause Original Purchaser to cooperate with Assignor and Assignee as reasonably required to consummate the Assignment and the Closing.

Covenants of Assignor. (a) Assignor shall not amend (and Assignor warrants that Original Purchaser shall not amend) use its reasonable efforts to satisfy each of the Contract without Assignee’s prior written consent, which consent may be withheld conditions to closing set forth in Assignee’s sole and absolute discretionSection 3 hereof. (b) Assignor shall have notify Assignee promptly if any of the right to elect which Service Contracts, Equipment Leases and Policies the Purchaser under the Contract will assume and which ones Seller must terminate at or representations set forth in Section 5 hereof shall become inaccurate prior to the Closing in accordance with Section 4.5 Date or if any of the Contract. Assignor or Original Purchaser, as applicable, shall obtain Assignee’s determination on such Service Contracts, Equipment Leases and Polices representations is discovered to be inaccurate prior to submitting the election to Seller in accordance with Section 4.5 of the ContractClosing Date. (c) Assignor and Assignor's counsel shall cooperate with Assignee and Assignee's counsel in the defense of any claims or counterclaims made against Assignee, or any of Assignee's subsidiaries, affiliates, employees, officers, directors, shareholders, agents, representatives, attorneys, accountants or consultants, in any litigation, arbitration proceeding or other forum involving or relating to the Assigned Rights. Assignor's obligations under this Section 7(c) shall not grant (be construed to require Assignor to expend any significant funds or incur any material costs for which it is not reimbursed in connection with such cooperation, and Assignee shall reimburse Assignor warrants that Original Purchaser shall not grant) any approvals for the reasonable costs of Assignor's employees involved in supplying Assignee or consents permitted to be granted by the Purchaser under the Contract (nor permit any deemed approval periods to expire or lapse), submit any notices, elections, objections or Assignee's counsel with copies of documents to Seller that are required or permitted to be submitted under the Contract or waive any requirements applicable to or defaults by Seller under the Contract without Assignee’s prior written consent, which and other information as may be granted reasonably required by Assignee or withheld Assignee's counsel in Assignee’s sole preparing for depositions or trial. For purposes of this Section 7(c) and absolute discretion so long as Section 8(d) below, "significant funds or...material costs" shall mean costs, fees or expenses in excess of $1,000 per lawsuit, arbitrated matter or other legal proceeding. This provision is in addition to, and not in lieu of, the failure to submit such notice, election, obligation or document will not constitute (i) a waiver indemnification of Assignee by Assignor of any obligation of the Seller under the terms of the Contract (contained in which case Assignee’s consent shall be subject to Assignee’s reasonable approval, rather than sole and absolute discretion) or (ii) a default by Assignor under the terms of the ContractSection 12 hereof. (d) Assignor shall provide Assignee with simultaneous copies of all notices provided to Seller under the Contract by Assignor or Original Purchaser and shall promptly forward to Assignee any notices received by Assignor or Original Purchaser from Seller under the Contract. (e) Following the effective date of the Initial Assignment, Assignor shall cause Original Purchaser to cooperate with Assignor and Assignee as reasonably required to consummate the Assignment and the Closing.