Covenants of the Transferor Sample Clauses
The "Covenants of the Transferor" clause sets out the promises and obligations that the party transferring an asset or interest (the transferor) must fulfill as part of the transaction. Typically, this clause requires the transferor to guarantee certain facts about the asset, such as confirming ownership, the absence of undisclosed liabilities, or compliance with laws. For example, in a business sale, the transferor might covenant that all taxes have been paid and that there are no pending lawsuits. The core function of this clause is to protect the transferee by ensuring that the transferor stands behind key representations, thereby reducing the risk of undisclosed problems arising after the transfer.
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Covenants of the Transferor. The Transferor hereby covenants and agrees with you and the several Underwriters participating in the applicable offering of the Certificates that:
(a) immediately following the execution of each Terms Agreement, the Transferor will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which such Certificates are to be purchased by the Underwriters from the Transferor, either the initial public offering price or the method by which the price at which such Certificates are to be sold will be determined, the selling concessions and allowances, if any, and such other information as the Transferor deems appropriate in connection with the offering of such Certificates, but the Transferor will not file any amendments to the Registration Statement as in effect with respect to the Certificates, or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such amendments or supplements to you, or if you shall have reasonably objected thereto promptly after receipt thereof; the Transferor will immediately advise you and your counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Certificates or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or Blue Sky laws, as soon as practicable after the Transferor is advised thereof, and will use every reasonable effort both to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued;
(b) if, at any time when a Prospectus relating to the Certificates is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act or the Rules and Regulations, the Transferor will promptly prepare and (subject to review and no reasonable objec...
Covenants of the Transferor. The Transferor hereby covenants that:
Covenants of the Transferor. The Transferor covenants and agrees with each of the Underwriters that:
(a) The Transferor will use its best efforts to cause the Registration Statement, and any amendment thereto, if not effective at the Execution Time, to become effective. Prior to the termination of the offering of the Notes, the Transferor will not file any amendment of the Registration Statement or supplement to the Prospectus unless the Transferor has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Transferor will file the Prospectus, properly completed, and any supplement thereto, with the Commission pursuant to and in accordance with the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence reasonably satisfactory to you of such timely filing.
(b) The Transferor will advise you promptly of any proposal to amend or supplement the Registration Statement as filed, or the related Prospectus and will not effect such amendment or supplement without your consent, which consent will not unreasonably be withheld; the Transferor will also advise you promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information; and the Transferor will also advise you promptly of the effectiveness of the Registration Statement and any amendment thereto, when the Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b) and of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threat of any proceeding for that purpose, and the Transferor will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible the lifting of any issued stop order.
(c) If, at any time when a prospectus relating to the Notes is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadi...
Covenants of the Transferor. The Transferor covenants and agrees, through the Termination Date, that:
Covenants of the Transferor. The Transferor hereby covenants that:
(a) Receivables to be Accounts or General Intangibles. Except in connection with the enforcement thereof, the Transferor will take no action to cause any Receivable to be evidenced by any instrument (as defined in the UCC). Each Receivable shall be payable pursuant to a contract which does not create a Lien on any goods purchased thereunder. The Transferor will take no action to cause any Receivable to be anything other than an "account" or "general intangible" (as defined in the UCC).
Covenants of the Transferor. The Transferor hereby covenants and agrees with the Transferee that, from the date hereof, and until all amounts owed by the Transferor pursuant to this Agreement have been paid in full (other than as expressly survive the termination of this Agreement), unless the Transferee otherwise consents in writing:
Covenants of the Transferor. The Transferor hereby covenants that:
(a) Receivables to be Accounts or Payment Intangibles. The Transferor will take no action to cause any Receivable to be evidenced by any instrument or chattel paper (as defined in the UCC as in effect in the Relevant UCC State), except in connection with the enforcement or collection of a Receivable. Except in such circumstances, the Transferor will take no action to cause any Receivable to be anything other than an “account” or a “payment intangible” (as defined in the UCC as in effect in the Relevant UCC State).
Covenants of the Transferor. The Transferor hereby covenants and agrees with the Trustee, on behalf of the Trust, as follows:
Covenants of the Transferor. The Transferor hereby covenants that except for the transfer hereunder, the Transferor will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any lien on, any Subsequent Loan, or any interest therein; and the Transferor will defend the right, title and interest of the Grantor Trustee, in, to and under the Subsequent Loans, against all claims of third parties claiming through or under the Transferor. Whenever and so often as requested by the Grantor Trustee, or the Transferor, the other party promptly will execute and deliver or cause to be executed and delivered all such other and further instruments, documents, or assurances, and promptly do or cause to be done all such other things, as may be necessary and reasonably required to vest more fully in the requesting party all rights, interests, powers, benefits, privileges and advantages conferred or intended to be conferred upon it by this Agreement.
Covenants of the Transferor. The Transferor makes the following covenants, on which the Retention Holder will rely in conveying the Initial Conveyed Collateral on the Closing Date (and any Subsequent Conveyed Collateral on any applicable Cut-Off Date) to the Issuer, and on which the Transferor acknowledges and agrees that the Issuer and the Trustee, for the benefit of the Secured Parties, each shall be entitled to rely as an express third party beneficiary as a condition of the Issuer and the Trustee entering into the Transaction Documents to which each of them is a party and as a condition to the Noteholders purchasing the Notes. The Retention Holder acknowledges that such covenants are being made by the Transferor for the benefit of the Issuer and for the benefit of the Trustee, for the benefit of the Secured Parties.