Covenants of the Transferors Clause Samples

The "Covenants of the Transferors" clause sets out the promises and obligations that the parties transferring an asset or interest (the transferors) must fulfill as part of a transaction. Typically, this clause requires the transferors to guarantee certain facts about the asset, such as clear title, absence of undisclosed liabilities, or compliance with laws, and may obligate them to take specific actions before or after the transfer, like obtaining consents or providing documentation. By clearly outlining these responsibilities, the clause helps ensure that the transferee receives what was agreed upon and provides a basis for recourse if the transferors fail to meet their commitments.
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Covenants of the Transferors. Each Transferor hereby covenants as follows as to itself only and not as to any other Transferor:
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Covenants of the Transferors. The Transferors hereby covenant that:
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Covenants of the Transferors. Each Transferor hereby severally covenants that: (a) Receivables Not to be Evidenced by Promissory Notes or Chattel Paper. Such Transferor will take no action to cause any Receivable to be evidenced by any instrument (as defined in the UCC as in effect in the Relevant UCC State). Each Receivable shall be payable pursuant to a contract which does not create a Lien on any goods purchased thereunder.
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Covenants of the Transferors. Section 2.07 of the Pooling and Servicing Agreement shall be and hereby is amended as follows: (a) Subsection 2.07(j)(i) is hereby amended to read in its entirety as follows: (i) Maintain in full effect its existence, rights and franchises as a limited liability company or business trust under the laws of the state of its formation or creation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the Receivables Purchase Agreement and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (b) Subsection 2.07(j)(vii) is hereby amended to read in its entirety as follows: (vii) Conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary formalities, including, but not limited to, holding all regular and special meetings of its governing board appropriate to authorize all actions of such Transferor, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular meetings of the governing board shall be held at least annually. (c) Subsection 2.07(j)(viii) is hereby amended to read in its entirety as follows:
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Covenants of the Transferors. Each Transferor covenants and agrees with the Underwriters: (a) If required, to file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) under the Act not later than the time specified therein. The Transferors will advise the Representatives promptly of any such filing pursuant to Rule 424(b). (b) To make no amendment or any supplement to the Registration Statement or to the Prospectus as amended or supplemented prior to the Closing Date, without furnishing the Representatives with a copy of the proposed form thereof and providing the Representatives with a reasonable opportunity to review the same; and during such same period to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective, or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Notes or suspending any such qualification, to use promptly its best efforts to obtain the withdrawal of such order. (c) Promptly from time to time to take such action as the Representatives may reasonably request in order to qualify the Notes for offering and sale under the securities laws of such states as the Representatives may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Notes; provided that in connection therewith such Transferor will not be required to qualify as a foreign corporation in the case of FCF Corp, or as a foreign limited liability company in the case of FCF LLC, to do business, or to file a general consent to service of process in any jurisdiction; and provided, further, that the expense of maintaining any such qualification more than one year from the Closing Date with respect to such Notes shall be at the Representatives' expense. (d) To furnish the Underwriters with copies of the Registratio...
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Covenants of the Transferors. Except where required by applicable Law, from the date of this Agreement until the Closing, unless American shall otherwise consent in writing (which consent may not be unreasonably withheld, conditioned or delayed), each Transferor shall conduct its business in the ordinary course consistent with past practice, including with respect to preserving intact its business organization and goodwill and relationships with all customers, suppliers, business associates and others having business dealings with it, to keep available the services of its current officers and employees (other than by reason of termination for cause, resignation or death) and to maintain its current licenses, rights and franchises and shall not engage in any action, directly or indirectly, with the intent to adversely impact the Remaining Self-Management Transactions. In addition to, and without limiting the generality of, the foregoing, no Transferor shall, without the prior consent of American, which shall not be unreasonably withheld: (a) acquire or agree to acquire by merging or consolidating, or by purchasing a portion of equity interests or assets of, or by any other manner, any business or any Person or division thereof; (b) (i) incur or become contingently liable for any indebtedness or (ii) take any action which would materially adversely affect American’s status as a REIT; (c) adopt, amend or terminate any Existing Transferors Benefit Plan or increase the salary, wage, rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Property Management Employee, other than increases in the ordinary course of business consistent with past practice not to exceed 10% of such Property Management Employee’s salary (or hourly wage, if applicable), but excluding bonuses, as of the date hereof; provided, that in no event shall the aggregate amount of any such increases exceed 5% of the aggregate salaries (excluding bonuses) of the Property Management Employees as of the date hereof; (d) hire new, create additional positions, promote or, except certain individuals previously disclosed to American, terminate (other than for cause) the employment or contractual relationship of any officer, employee or consultant of the Transferors; provided, however, that the Transferors may undertake the foregoing but, notwithstanding Section 5.1(a), neither American nor any of its Subsidiaries shall be required to make an offer of employment or accept as a Transferred Emp...
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Covenants of the Transferors. From the Effective Date through the Closing, no Transferor shall, without the prior written consent of the Partnership, 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 such Transferor's Transferor Common Units.
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Covenants of the Transferors. Between the Transferors' execution of this Agreement and the Closing, the Transferors shall maintain the Property in good order, condition and repair (subject to the provisions of Paragraph 13 above), shall perform all work required to be performed by the landlord under the terms of any Lease, and shall make all repairs, maintenance and replacements of the Improvements and any Personal Property and otherwise operate the Property in the same manner as before the making of this Agreement, as if the Transferors were retaining the Property. The Transferors shall promptly notify Transferee of any condemnation, environmental, zoning or other land-use regulation proceedings of which any Transferor becomes aware, as well as any violations of any Laws relating to the Property of which any Transferor becomes aware and any litigation of which any Transferor becomes aware that arises out of the ownership of the Property or that might detrimentally affect the value or the use or operation of the Property or the ability of the Transferors to perform their obligations hereunder. The Transferors shall not knowingly commit or permit to occur any action which will result in a violation of any Laws between the date hereof and the Closing. Through the Closing Date, the Transferors shall maintain or cause to be maintained, at the Transferors' sole cost and expense, the Transferors' existing policy or policies of insurance. In the event that any Transferor discovers, without duty of investigation, prior to the Closing Date, that, as a result of changed circumstances, any statement contained in any tenant estoppel certificate delivered to Transferee pursuant to Paragraph 6(b) is no longer true in any material respect, such Transferor shall inform Transferee of such circumstances promptly after such discovery.
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Covenants of the Transferors 
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Related to Covenants of the Transferors

  • Covenants of the Transferor The Transferor hereby covenants that:

  • 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 Trust The Trust covenants and agrees to the following: (a) to maintain books and records separate from any other person or entity; (b) to maintain its accounts separate from those of any other person or entity, except as permitted by the Trust Agreement or any other Basic Document; (c) not to commingle assets with those of any other entity, except as permitted by the Trust Agreement or any other Basic Document; (d) to conduct its own functions in its own name; (e) to maintain separate financial statements or records; (f) to pay its own liabilities out of its own funds, except as permitted by the Trust Agreement or any other Basic Document; (g) to maintain an arm's-length relationship with its Affiliates; (h) to pay the salaries of its own employees and maintain a sufficient number of employees or adequate service providers in light of its contemplated business operations; (i) to allocate fairly and reasonably any overhead for shared office space; (j) to hold itself out as a separate entity; (k) to correct any known misunderstanding regarding its separate identity; (l) not to guarantee or become obligated for the debts of any other affiliated or unaffiliated third party or hold out its credit as being available to satisfy the obligations of others (except as otherwise specified in the Basic Documents); and (m) to take such actions as are necessary to ensure that any financial statements of TMCC or any Affiliate thereof that are consolidated to include the Trust will contain detailed notes clearly stating that (i) all of the Trust’s assets are owned by the Trust, and (ii) the Trust is a separate entity with its own separate creditors that will be entitled to be satisfied out of the Trust’s assets prior to any value in the Trust becoming available to the Trust’s equity holders; and the accounting records and the published financial statements of TMCC will clearly show that, for accounting purposes, the Receivables and the other Collateral have been sold or contributed to the Trust.

  • Covenants of the Buyer The Buyer covenants and agrees with the Seller as follows: