Covenants of the Contributor Sample Clauses
The "Covenants of the Contributor" clause sets out the specific promises and obligations that a contributor makes when providing materials, work, or intellectual property to a project or agreement. Typically, this clause requires the contributor to affirm that their contributions are original, do not infringe on third-party rights, and comply with any relevant laws or standards. By clearly outlining these responsibilities, the clause helps ensure the integrity of the contributions and protects the recipient from potential legal disputes or claims related to the contributor's work.
Covenants of the Contributor. (a) From the date hereof through the Closing, and except in connection with the Formation Transactions, the Contributor shall not, without the prior written consent of the Operating Partnership:
(i) Sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of its interest in the Partnership Interests or Contributed Assets or all or any portion of its interest in the Property or the related Property Interests; or
(ii) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber all or any portion of its Partnership Interests or Contributed Assets.
(b) From the date hereof through the Closing (or such other date set forth below), and except in connection with the Formation Transactions, the Contributor shall, to the extent within its control, conduct the Partnership’s business in the ordinary course of business consistent with past practice, and shall, to the extent within its control and consistent with its obligations under the Partnership’s operating agreements, not permit the Partnership, without the prior written consent of the Operating Partnership, to:
(i) Enter into (x) any material transaction not in the ordinary course of business with respect to the Property nor (y) subject to Section 4.3 below, any New Lease Document or other occupancy agreement; provided, that the Operating Partnership’s consent to any New Lease Document or other occupancy agreement will not be unreasonably conditioned or withheld, and the Operating Partnership will respond to any request for consent to such New Lease Document or other occupancy agreement within two (2) business days following its receipt of written notice of the proposed material terms thereof (with silence being deemed to be the Operating Partnership’s consent); provided further, however, that if the Pre-Closing Date has not occurred on or before the date which is ninety (90) days following the Effective Date, then subject to Section 4.3 below, the Operating Partnership’s consent shall not be required in connection with any New Lease Document or other occupancy agreement thereafter;
(ii) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber (other than by Permitted Encumbrances) any assets of the Partnership, except (A) liens for taxes not delinquent, (B) purchase money security interests in the ordinary course of the Partnership’s busine...
Covenants of the Contributor. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement, the Contributor shall and shall cause the Contributor Subsidiaries and JV Entities, to the extent the Contributor or the Contributor Subsidiaries control such JV Entities, to, use commercially reasonable efforts to conduct their business and operate and maintain the Properties in the ordinary course, consistent with past practices. In addition, the Contributor:
(a) will not make any distributions, other than Permitted Distributions;
(b) except for Permitted Activities, will not enter into any transactions with an Affiliate other than on an arm’s-length basis;
(c) will not sell, transfer or otherwise dispose of its Property Interests; and
(d) will not mortgage, pledge, hypothecate, encumber (or permit to come encumbered) all or any portion of its Property Interests, except for Permitted Liens.
Covenants of the Contributor. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement, the Contributor:
(a) will not sell, transfer or otherwise dispose of all or any portion of the Contributed Interests; and
(b) will not mortgage, pledge, hypothecate or encumber (or permit to become encumbered) all or any portion of the Contributed Interests.
Covenants of the Contributor. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement or the other agreements, documents and instruments contemplated hereby, the Contributor shall not:
(a) sell, transfer or otherwise dispose of all or any portion of the Ownership Interests;
(b) mortgage, pledge, hypothecate, encumber (or permit to become encumbered) all or any portion of the Ownership Interests;
(c) amend the LLC Agreement; or
(d) adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization with respect to CyrusOne LLC.
Covenants of the Contributor. The Contributor hereby covenants that:
Covenants of the Contributor. 6.1.1 From the Effective Date through the Closing, the Contributor shall not, without the prior written consent of the Operating Partnership: (a) Sell, transfer (or agree to sell or transfer), assign or otherwise dispose of, or cause the sale, transfer, assignment or disposition of (or agree to do any of the foregoing) all or any portion of its interest in the Contributed Assets or Assumed Agreements or all or any portion of its interest in the Property; or (b) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber all or any portion of its Property or Contributed Assets.
Covenants of the Contributor. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement or the other agreements, documents and instruments contemplated hereby, the Contributor shall not:
(a) sell, transfer or otherwise dispose of all or any portion of the Contributed Assets; or
(b) mortgage, pledge, hypothecate, encumber (or permit to become encumbered) all or any portion of the Contributed Assets;
Covenants of the Contributor. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement, the Contributor shall not, without the consent of the Operating Partnership:
(a) sell, transfer or otherwise dispose of all or any portion of the Contributor’s Contributed Interests or any interests therein;
(b) mortgage, pledge, hypothecate, encumber (or permit to become encumbered) all or any portion of the Contributor’s Contributed Interests;
(c) authorize or consent to the sale, assignment, transfer or other disposition of, or cause any of the Contributed Entities to sell, assign, transfer or dispose of, any of its Related Properties;
(d) authorize or consent to, or cause any of the Contributed Entities to mortgage, pledge, hypothecate, encumber (or permit to become encumbered) all or any portion of its assets;
(e) amend the certificate of formation Organizational Agreements or other governing documents of the any of the Contributed Entities; or
(f) adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization with respect to any of the Contributed Entities.
Covenants of the Contributor. The Contributor agrees with the Depositor as follows:
Covenants of the Contributor. Each of the Operating Partnership and the Contributor shall use commercially reasonable efforts and cooperate with each other in (i) promptly determining whether any filings are required to be made or consents, approvals, waivers, permits or authorizations are required to be obtained (under any applicable Law or regulation or from any Governmental Authority or third party) in connection with the transactions contemplated by this Agreement, and (ii) promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, waivers, permits or authorizations.