Covenants of the Receiver Clause Samples

The "Covenants of the Receiver" clause sets out the specific obligations and commitments that a receiver must fulfill while managing assets or property on behalf of others, typically during insolvency or enforcement proceedings. These covenants may require the receiver to act in good faith, maintain accurate records, preserve the value of the assets, and comply with relevant laws and court orders. By clearly outlining the receiver's duties, this clause ensures accountability and helps protect the interests of creditors and other stakeholders involved in the process.
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Covenants of the Receiver. The Receiver, for himself and, as applicable, on behalf of the Receivership Entities, hereby covenants and agrees that he shall take, and shall cause the Receivership Entities to take, all actions reasonably necessary to obtain (and shall take no action to impede or preclude) the entry of the Preliminary Approval Order and the Bar Order and Investor Class Action Dismissal, including, without limitation, performing the obligations set forth in Section 4 of this Agreement. The Receiver, for himself and, as applicable, on behalf of the Receivership Entities, hereby covenants and agrees that he shall take, and shall cause the Receivership Entities to take, all actions reasonably necessary to enforce and carry out the Preliminary Approval Order and/or Bar Order, including cooperating in any efforts by ▇▇▇▇▇▇▇ ▇▇▇▇▇ to enforce the Preliminary Approval Order and/or Bar Order.
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Covenants of the Receiver. Between the date of this Agreement and the earlier of the Closing Date and the termination of this Agreement pursuant to the terms hereof: (a) The Receiver agrees to furnish to Imperial any studies, reviews, title reviews or other material useful to Imperial in its review of the Acquired Assets that are in the possession of its attorneys, English, ▇▇▇▇▇, Priest & ▇▇▇▇▇▇, LLP (“Receiver’s Counsel”), subject to adequate protection for any obligations of confidentiality affecting such documents. In the event of the termination of this Agreement without Imperial having purchased the Acquired Assets as set forth herein, Imperial will return to Receiver’s Counsel all documents, work papers, and other material obtained pursuant to this Section 6.01(a) in connection with the transactions contemplated hereby. (b) The Receiver will: (i) promptly notify Imperial of the receipt of any written notice or written claim of any termination or cancellation, or written threat of termination or cancellation, of any agreements, leases or permits received by the Receiver that would have a material impact or effect on the Acquired Assets; (ii) promptly notify Imperial of any condition or circumstance occurring from the date hereof up to and including the Closing Date that would cause the representations and warranties of the Receiver contained herein to become untrue in any material respect; and (iii) reasonably cooperate with Imperial to effect an orderly transition of the ownership and operation of the Acquired Assets.
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Covenants of the Receiver. The Receiver covenants to take the following actions: 13.1.1 The Receiver shall file this Agreement with the Receivership Court and shall apply to the Receivership Court for the Order Approving this Agreement. The form and content of the proposed Order Approving this Agreement shall be reasonably acceptable to the GA Parties. The Receiver shall take all reasonable actions requested by the GA Parties to make the Final Order Approving this Agreement binding on all Contractowners or payees and other interested parties and subject to full faith and credit in all state and federal courts. 13.1.2 The Receiver shall recommend this Agreement to the Receivership Court, and use reasonable business efforts to obtain the Order Approving this Agreement. 13.1.3 The Receiver shall use reasonable business efforts to cooperate with the GA Parties and NEWCO to ensure that all required consents and approvals of the appropriate regulatory and/or licensing authorities are obtained on a timely, expedited basis in those jurisdictions where the nature of the business to be conducted by NEWCO on and after the Closing requires the consent and/or approval of such regulatory or licensing authority; it being acknowledged and agreed that primary responsibility for obtaining such consents and approvals remains with the GA Parties. 13.1.4 To the extent that ELNY’s rights under any agreement, contract, commitment, lease, license, permit or authorization to be conveyed or assigned to NEWCO hereunder may not be conveyed or assigned without the consent of another person which has not been obtained, the Receiver shall use reasonable commercial efforts to obtain any such required consents as promptly as possible but in all events shall do so prior to the Closing. 13.1.5 The Receiver shall cooperate with and assist the GA Parties and NEWCO in securing such orders, in a form reasonably satisfactory to the Receiver, from the Receivership Court as the GA Parties and NEWCO reasonably deem necessary in order to carry out the provisions of this Agreement. 13.1.6 The Receiver shall take all other actions required to be taken by him prior to the Closing Date pursuant to this Agreement and the other Definitive Agreements. 13.1.7 Advance copies of any motion, notice or proposed form of order prepared or filed by the Receiver with the Receivership Court or to any other person as contemplated by this Agreement shall be provided to the GA Parties and NEWCO. 13.1.8 The Receivership Proceedings shall continue...
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Covenants of the Receiver. (1) The Receiver will ensure that the representations and warranties of the Receiver set out in Section 3.01 are true and correct in all material respects at the Time of Closing and use reasonable commercial efforts to ensure that the conditions of closing for the benefit of the Purchaser set out in Section 5.01 over which it has reasonable control have been performed or complied with in all material respects by the Time of Closing. (2) The Receiver shall file with the Court, as soon as practicable after its execution and delivery of this Agreement, a motion seeking the Court’s issuance of the Approval and Vesting Order. (3) At least two (2) Business Days prior to the Closing Date, the Receiver shall provide the Purchaser with a written notification of the Estimated Receivable Purchase Payment, including the identification of the accounts receivable of Astoria that are less than 90 days overdue. (4) The Receiver shall, on behalf of Astoria, terminate the employment of the Employees on or before the Closing Date and the Receiver shall provide confirmation on Closing that it has effected such terminations. Astoria shall be responsible for all wages, notice of termination and other obligations including entitlement to benefit coverage, vacation pay and overtime pay to all of the Employees, to the extent applicable. Any indemnity given by the Purchaser in favour of the Receiver under this Agreement shall exclude any indemnity in respect of the foregoing Employee-related liabilities. For greater certainty, nothing herein derogates from the Purchaser’s obligations and liabilities or affords any right in favour of the Purchaser to claim over to the Receiver or Astoria for any liability arising as a result of the Purchaser becoming a successor employer of Astoria.
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Related to Covenants of the Receiver

  • Covenants of the Vendor 7.1 The Vendor hereby covenants that, during the Interim Period, the Vendor will, and will cause the Corporation to: (a) carry on the Business in the ordinary course and use its best efforts to preserve the assets, the Business and the clients, customers and suppliers connected therewith; (b) give the Purchaser, the Purchaser's Solicitors and the Purchaser's representatives full access during normal business hours to the properties, books, contracts, commitments and records of the Corporation; (c) furnish the Purchaser with all information concerning the affairs of the Corporation as the Purchaser may reasonably request; (d) do all things and cause all things to be done to ensure that all of the representations and warranties of the Vendor contained in this agreement remain true and correct throughout the Interim Period as if such representations and warranties were continuously made throughout such period; (e) not enter into any contracts, commitments or transactions pertaining to the Business, or incur any indebtedness, obligations or liability or make any payment in respect thereof, except in the ordinary course of business; (f) not incur any capital expenditures, or acquire or agree to acquire additional assets, or enter into any forward commitments for inventories, supplies or services (whether or not there are any contracts in writing with respect thereto), except in the ordinary course of business; (g) not increase the wages or salaries or any other form of remuneration, direct or indirect, of any of the employees, officers or directors of the Corporation; (h) not sell, agree to sell or otherwise dispose of any of the assets of the Corporation except in the ordinary course of business; (i) pay, satisfy and discharge its obligations and liabilities in the ordinary course of business; (j) obtain all necessary consents and approvals to the transaction herein contemplated required pursuant to the terms of any leases, contracts or rights of the Corporation or to which it is a party or to which any of the property or assets may be subject to or bound; (k) not declare, pay or authorize dividends or other distributions on any shares of the Corporation or purchase or redeem any shares of the Corporation; (l) not amend the Articles (as defined in the Business Corporations Act (Ontario)) of the Corporation, amalgamate or merge with any other corporation, or issue any securities (as defined in the Business Corporations Act (Ontario)) or redeem or purchase any issued securities; (m) use their reasonable best efforts to ensure that the Corporation's bank operating line of credit from the Bank of Montreal shall remain in place with the Corporation immediately following the Closing Date, provided that Bank of Montreal fully releases any guarantees for that line of credit; and (n) not increase the Shareholder's Loan amount nor shall any Shareholder's Loan related payments be made by the Corporation to the Vendor prior to the Time of Closing. 7.2 The Vendor hereby covenants that, at the Time of Closing, the Vendor will: (a) furnish the Purchaser with a certificate of the Vendor stating that the representations and warranties of the Vendor contained in this agreement are true at the Time of Closing, as though then made, and that the covenants of the Vendor to be complied with at or prior to the Time of Closing have been complied with, provided that the receipt of such evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in this agreement; (b) deliver to the Purchaser evidence reasonably satisfactory to the Purchaser's Solicitors that all necessary corporate authorizations authorizing and approving the transaction contemplated herein have been obtained in respect of the Corporation; (c) deliver to the Purchaser a written acknowledgement from the lessor of any leased premises, in a form reasonably satisfactory to the Purchaser's Solicitors, acknowledging that the lease in respect thereof is in good standing, that all rents, additional rents and other amounts due and payable by the Corporation pursuant to such lease have been paid in full to the Effective Date, and that the Corporation is not in breach of its obligations under such lease, together with the unconditional written consent of the said lessor to the sale of the Purchased Shares to the Purchaser, if required under the terms of such lease; (d) provide the Purchaser with evidence reasonably satisfactory to the Purchaser that the Vendor is not then a "non-resident" of Canada within the meaning of the Income Tax Act (Canada); (e) provide the Purchaser with the favourable opinion of the Vendor's Solicitors in a form reasonably satisfactory to the Purchaser's Solicitors, acting reasonably: (i) as to the authorized and issued capital of the Corporation and the shareholder and shareholdings in the Corporation; (ii) that all issued and outstanding shares in the capital of the Corporation are issued and outstanding as fully paid and non-assessable; Page 38 of 75 - Share Purchase Agreement Initial ----------- (iii) that the Corporation has been duly amalgamated and organized and is a valid and subsisting corporation under the laws of the Province of Ontario; (iv) that all necessary actions and proceedings have been taken to authorize and permit the due and valid transfer of the Purchased Shares at the Time of Closing from the Vendor to the Purchaser; and (v) that this agreement has been duly executed and delivered by the Vendor and constitutes a valid and binding obligation of the Vendor, enforceable against her in accordance with its terms (subject to bankruptcy laws and the availability of equitable remedies) and, to the knowledge of the Vendor's Solicitors, does not violate the provisions of any indenture or agreement to which the Vendor or the Corporation or either of them are a party or by which either of them are bound; (f) cause all necessary steps and proceedings as may reasonably be approved by the Purchaser's Solicitors to be taken so that the Purchased Shares may be properly transferred to the Purchaser at the Time of Closing; and in that regard, deliver to the Purchaser at the Time of Closing certificates representing all of the Purchased Shares, such certificates being duly endorsed for transfer to the Purchaser, and cause transfers of all the Purchased Shares to be duly and regularly recorded in the name of the Purchaser or as it may in writing direct; (g) cause all of the directors and officers of the Corporation as are specified by the Purchaser to resign in favour of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 7.2(g) shall be approved at the Time of Closing; (h) deliver and cause to be delivered by all of the directors and officers of the Corporation and by the Vendor, as shareholder of the Corporation, a complete release, with effect from the Time of Closing, of all claims against the Corporation of any and all matters whatsoever in a form satisfactory to the Purchaser's Solicitors, acting reasonably; (i) deliver and cause to be delivered to the Purchaser the corporate seal, minute books, share certificates, share certificate books, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements of or pertaining or relating to the Corporation and its Business, property and assets; (j) deliver to the Purchaser a release executed by the Vendor with respect to all payroll and severance related obligations of the Corporation; (k) deliver and cause to be delivered to the Purchaser the Escrow Agreement, duly executed by the Vendor; (l) deliver and cause to be delivered to the Purchaser a release executed by ▇▇▇▇ ▇▇▇▇▇ with respect to all obligations of the Corporation; (m) pay to the Corporation $273,884 for the purchase as of the Effective Date of the Cash Value Of Life Insurance and the respective insurance policy from the Corporation; Page 39 of 75 - Share Purchase Agreement Initial ----------- (n) deliver and cause to be delivered to the Purchaser a non-competition covenant from ▇▇▇▇ ▇▇▇▇▇ in the form attached hereto as Schedule "7.2(n)"; (o) deliver and cause to be delivered to the Purchaser the New Lease between Alpen and the Corporation to become effective on September 1, 2004 (the day immediately following the last day of the Corporation's current lease agreement with Alpen); (p) pay all the non-arms length expenses, accounts payable and accrued liabilities of the Corporation, excluding any ordinary course lease payments and payroll related transactions, from the date of this Agreement to the Time of Closing, and release the Corporation from the obligation to repay the Vendor for these payments; and (q) shall release, and cause the Vendor's affiliates, including any of the Vendor's family that is or has been employed by the Corporation, or the Vendor shall indemnify the Purchaser and the Corporation from any and all severance obligations related to their employment by the Corporation, and any other contractual obligations of the Corporation to the Vendor and her affiliates. 7.3 The Vendor hereby covenants that, subsequent to the Date of Closing, the Vendor will: (a) at the request and expense of the Purchaser, execute and deliver such additional conveyances, transfers and other assurances as may, in the reasonable opinion of the Purchaser's Solicitors, be required to carry out the intent of this agreement and to transfer the Purchased Shares to the Purchaser; (b) only discharge the Security Interests when the payments of Sections 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2

  • Covenants of the Purchaser The Purchaser covenants and agrees with the Company as follows:

  • Covenants of the Manager The Manager covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Manager that otherwise would not be required to be filed by the Company thereunder, but for the action of the Manager.

  • Covenants of the Purchasers Each Purchaser covenants and agrees with the Company as follows:

  • Covenants of the Adviser The Adviser covenants that it is registered as an investment adviser under the Advisers Act. The Adviser agrees that its activities will at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments.