Covenants of the Assignor Sample Clauses

Covenants of the Assignor. The Assignor hereby covenants and agrees with the Assignee (as of the date hereof and as of the date of any additional Assigned Rights becoming subject to the Security Interest) as follows: The Assignor shall use its reasonable commercial efforts to obtain from the Operator (i) a Consent to Assignment of Aircraft Lease Agreement (in the form of Exhibit 1 attached hereto, or any other form satisfactory to the Assignee) pursuant to the requirements of the Letter of Offer and (ii) an IDERA in favour of the Assignee (if the certificate of registration of the Aircraft is issued in the name of the Operator). Any and all Assigned Rights which are hereafter acquired by the Assignor shall ipso facto, and without any further conveyance, assignment or act of the Assignor or the Assignee, become and be subject to the Security Interest as fully and completely as though specifically described herein. The Assignor shall not, directly or indirectly, create, incur, assume or suffer to exist (i) any lien, charge, encumbrance or security interest on or with respect to any Assigned Rights or any interest therein, or (ii) any International Interest on or with respect to the Subject Aircraft or the Lease Agreement other than by or through the Assignor. The Assignor shall promptly, at its own expense, take such action as may be necessary to duly discharge any such lien, charge, encumbrance or security interest or International Interest if the same shall arise at any time. No registration, filing or recording of the Security Interest or any International Interest in respect of the Assigned Rights, the Subject Aircraft or the Lease Agreement created in favour of the Assignee or for its benefit shall be discharged without the Assignee’s prior written consent. The Assignor shall furnish to the Assignee a true copy of the Lease Agreement and such additional information concerning the location, condition, use and operation of the Subject Aircraft, or other matters relating to the Lease Agreement, as the Assignee may from time to time reasonably request, and subject to the applicable provisions contained in the Lease Agreement, the Assignor shall permit the Assignee (or its representatives) at its reasonable request in writing to visit the property of the Operator to inspect the Aircraft, its condition, use and operation, and the Manuals and Technical Records maintained in connection therewith, and to obtain copies of such records.

Covenants of the Assignor. The Assignor hereby covenants that:

Covenants of the Assignor. The Assignor covenants and agrees with the Assignee as follows: (a) to make reasonable best efforts and provide cooperation to provide the Assignee with all pleadings and other documents in any way relating to the Urethane Litigation and the Urethane Litigation Proceeds; (b) to deliver this Assignment Agreement to Camp ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to be held in escrow on the Execution Date of the Settlement Agreement; and (c) that if the amount of any of the Urethane Litigation Proceeds be paid to the Assignor, the Assignor hereby agrees to receive same as agent of and in trust for the Assignee and forthwith to pay over the same to the Assignee.

Covenants of the Assignor. The Assignor covenants and agrees that ------------------------- (i) the Assignor shall promptly (but in any event within three (3) Business Days after receipt thereof by the Borrower) deliver to the Administrative Agent any additional letters of credit issued in replacement of the RaboBank Letter of Credit or issued as additional security for the purchase obligations of GoldKist under the GoldKist Preferred Securities Purchase Agreement; and (ii) without the prior written consent of the Administrative Agent, the Assignor will not hereafter cancel, surrender, terminate, or draw upon the Subject Letters of Credit or materially change, alter or modify the same or execute any other assignment of the Assignor's rights under the Subject Letters of Credit.

Covenants of the Assignor. 9.1 Between the date of this Agreement and the Closing Date, the Assignor covenants and agrees that the Assignor: (a) will not sell or dispose of any of the Business Assets, will conduct the Business diligently and only in the ordinary course consistent with past practice, keep the Business Assets in their present state, and endeavour to preserve the organization of the Business intact and the goodwill of the suppliers and customers and others having business relations with the Assignor relating to the Business; (b) will afford the Assignee and its authorized representatives full access during normal business hours to the Business Assets and all other property and assets utilized in the Business and without limitation all title documents, abstracts of title, deeds, leases, contracts, financial statements, policies, reports, licenses, books, records, and other such material relating to the Business, and furnish such copies thereof and other information, as the Assignee may reasonably request; (c) will use its best efforts to procure and obtain at or prior to the Closing Date all such consents, approvals, releases, and discharges as may be required to effect the transactions contemplated hereby from all federal, state, municipal or other governmental or regulatory bodies and from all other third parties as necessary; (d) at the request of the Assignee, the Assignor will execute such consents, authorizations and directions as may be necessary to permit any inspection of the Business or any of the Business Assets or to enable the Assignee or its authorized representatives to obtain full access to all files and records relating to the Business or the Business Assets maintained by governmental or other public authorities; (e) the Assignor will use its best efforts to take or cause to be taken all necessary corporate action, steps and proceedings to approve and authorize validly and effectively the assign and transfer the Business Assets to the Assignee and the execution and delivery of this Agreement and any other Agreements or documents contemplated hereby and to cause all necessary meetings of members or managers of the Assignor to be held for such purpose; and (f) will not, without the prior written consent of the Assignee, enter into any transaction or refrain from doing any action that, if effected before the date of this Agreement, would constitute a breach of any representation, warranty, covenant or other obligation of the Assignor contained herein, and ...

Covenants of the Assignor. The Assignor covenants and agrees that (i) ------------------------- it will defend the Assignee's right, title and Lien in and to the Collateral against the claims and demands of all Persons, (ii) it will procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings deemed reasonably necessary or appropriate to perfect, maintain and protect the Assignee's security interest hereunder and the priority thereof (iii) except as otherwise permitted by Sections 8.1 and 8.8 of the Note Agreement, it will not sell, encumber, or otherwise dispose of or transfer the Collateral or right or interest therein except as hereinafter provided, and to keep the Collateral free of all levies and security interests or other liens or charges except those approved in writing by the Required Holders and Permitted Liens, (iv) except as otherwise permitted by Section 8.11 of the Note Agreement, it will not amend, modify or supplement the Technology License Agreement and (v) it will duly fulfill all obligations on its part to be fulfilled under or in connection with the Technology License Agreement and will do nothing to impair the rights of the Assignor in respect of the Collateral.

Covenants of the Assignor. The Assignor covenants and agrees with the Assignee that so long as the Obligations shall remain outstanding, it will: (a) Observe, perform and comply with each and every material agreement, condition and covenant to be performed on its part under each of the Assigned Rights; (b) Promptly forward copies to the Assignee, but in any event not later than five (5) business days after delivery or receipt by the Assignor, of any notice alleging default given or received by the Assignor pursuant to any of the Assigned Rights; (c) Execute and deliver to the Assignee at any time and from time to time such additional agreements and instruments, including, but not limited to, assignments of any future rights the Assignor may acquire in the nature of the Assigned Rights, it being the intention of the parties hereto that the Assignee will at all times enjoy the benefits of such future rights hereunder, and such Assigned Rights shall expressly provide that such future rights shall be assignable to the Assignee hereunder and the Assignor shall execute such other instruments as may be or shall be requested by the Assignee to confirm more fully the assignment contemplated hereby; (d) Not pledge, transfer, mortgage or otherwise further encumber or assign any of the Assigned Rights without the Assignee’s prior written consent; and (e) Deliver to the Assignee a true copy of each agreement comprising the Assigned Rights which is renewed, modified, amended or supplemented in any material respect.

Covenants of the Assignor. 6.1 The Assignor covenants with the Assignee as follows: Notwithstanding anything done or omitted to be done by it the Assignor has good title and right to the Riyadh Property and to assign such title and right in the manner in which they are assigned herein. 6.2 The covenants, conditions and stipulations reserved and contained in the license in the Riyadh Property have been observed and performed in all material respects up to and including the date of the Assignment.

Covenants of the Assignor. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement or the other applicable Formation Transaction Documentation, the Assignor shall not without the prior written consent of the Operating Partnership, which consent may be withheld by the Operating Partnership in its sole discretion: (a) Sell, transfer or otherwise dispose, or agree to sell, transfer or otherwise dispose of, all or any portion of the Assigned Interests, or cause the sale, transfer or disposal of all or any portion of the Assigned Interests; (b) Mortgage, pledge, hypothecate, encumber (or agree, permit or cause to become encumbered) all or any portion of the Assigned Interests; (c) Cause Carmel Mountain Pad, LLC or its Subsidiaries to: file an entity classification election pursuant to Treasury Regulation Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) to treat Carmel Mountain Pad, LLC or its Subsidiaries as an association taxable as a corporation for United States federal income tax purposes; make or change any other Tax elections; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; change any annual Tax accounting period; adopt or change any method of Tax accounting; file any amended Tax return; enter into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; or (d) Authorize or consent to, permit or cause Carmel Mountain Pad, LLC to take, any of the actions prohibited by this Agreement or the other Formation Transaction Documentation to be taken by the Assignor.