Grantor’s Covenants Sample Clauses
Grantor’s Covenants. The Grantor covenants that it shall:
(a) from time to time and at all reasonable times allow the Bank, by or through any of its officers, agents, attorneys, or accountants, to examine or inspect the Collateral, and obtain valuations and audits of the Collateral, at the Grantor’s expense, wherever located. The Grantor shall do, obtain, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as the Bank may require to vest in and assure to the Bank its rights hereunder and in or to the Collateral, and the proceeds thereof, including waivers from landlords, warehousemen and mortgagees. The Grantor agrees that the Bank has the right to notify (on invoices or otherwise) account debtors and other obligors or payors on any Collateral of its assignment to the Bank, and that all payments thereon should be made directly to the Bank, and that the Bank has full power and authority to collect, compromise, endorse, sell or otherwise deal with the Collateral in its own name or that of the Grantor at any time upon an Event of Default;
(b) keep the Collateral in good order and repair at all times and immediately notify the Bank of any event causing a material loss or decline in value of the Collateral, whether or not covered by insurance, and the amount of such loss or depreciation;
(c) only use or permit the Collateral to be used in accordance with all applicable federal, state, county and municipal laws and regulations; and
(d) have and maintain insurance at all times with respect to all Collateral against risks of fire (including so-called extended coverage), theft, sprinkler leakage, and other risks (including risk of flood if any Collateral is maintained at a location in a flood hazard zone) as the Bank may require, in such form, in such amount, for such period and written by such companies as may be satisfactory to the Bank in its sole discretion. Each such casualty insurance policy shall contain a standard Lender’s Loss Payable Clause issued in favor of the Bank under which all losses thereunder shall be paid to the Bank as the Bank’s interests may appear. Such policies shall expressly provide that the requisite insurance cannot be altered or canceled without at least thirty (30) days prior written notice to the Bank and shall insure the Bank notwithstanding the act or neglect of the Grantor. Upon the Bank’s demand, the Grantor shall furnish the Bank with duplicate original policies of insurance or such other evidenc...
Grantor’s Covenants. In addition to the other covenants and agreements set forth herein and in the other Operative Documents, each Grantor covenants and agrees as follows:
(a) Such Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Grantor and except those which could not reasonably be expected to have a Material Adverse Effect.
(b) The Collateral owned by it will not be used in violation of any material law, regulation or ordinance or any applicable laws (including, without limitation, all applicable regulations, rules and orders), nor used in any way that will void or impair any insurance required to be carried in connection therewith.
(c) The Inventory produced or distributed by such Grantor will be produced in compliance with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act.
(d) Such Grantor will keep the tangible Collateral owned by it in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property.
(e) Such Grantor will take all reasonable steps to preserve and protect the Collateral owned by it except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
(f) Such Grantor will maintain all insurance coverage required pursuant to the terms of the Purchase Agreement.
(g) Such Grantor will promptly notify the Agent in writing in the event of any material damage to the Collateral from owned by it any source whatsoever which could reasonably be expected to have a Material Adverse Effect.
(h) Such Grantor will not (i), except for equipment located at such Grantor's customer's premises in the ordinary course of business, establish any location of Collateral owned by it not listed in Schedule 3-A, (ii) move its principal place of business, chief executive offices or any other office listed in Schedule 3-D, (iii) change its jurisdiction of incorporation or organization, or (iv) adopt, use or conduct business u...
Grantor’s Covenants. (A) Grantor covenants and agrees that during the term of this Easement Agreement it shall not plant within or allow to grow into the Easement Property any trees, bushes or other planted material that would interfere with the Grantee’s use of the Easement Property, and that it shall not construct any buildings or other improvements within, over or upon the Easement Property without the prior written permission of the Grantee.
(B) Grantor hereby warrants title to the easement herein granted and conveyed to the Grantee. Grantor warrants that the easement is free and clear of all liens and encumbrances. Grantor agrees to protect and defend the title of the Grantee from and against all persons whomsoever.
(C) Grantor warrants and guarantees that it has the power and authority to grant this Easement.
Grantor’s Covenants. In addition to the other covenants and agreements set forth herein and in the other Loan Documents, Grantor covenants and agrees as follows:
(a) Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Grantor and except those which could not reasonably be expected to have a Material Adverse Effect.
(b) The Collateral will not be used in violation of any material law, regulation or ordinance or any Requirement of Law applicable to Grantor, nor used in any way that will void or impair any insurance required to be carried in connection therewith.
(c) Grantor will keep the Collateral in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property.
(d) Grantor will take all reasonable steps to preserve and protect the Collateral except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
(e) Grantor will maintain all insurance coverage required pursuant to Section 5.5 of the Credit Agreement.
(f) Grantor will promptly notify the Agent in writing in the event of any material damage to the Collateral from any source whatsoever.
(g) Grantor will not (i) establish any location of Inventory or Equipment not listed on SCHEDULE G hereto, (ii) move its principal place of business, chief executive offices or any other office listed on SCHEDULE H hereto or (iii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed on SCHEDULE I hereto, except upon not less than 30 days prior notice to the Agent and Grantor's prior compliance with all applicable requirements of Section 5 hereof necessary to perfect the Lender's security interest hereunder.
(h) Subject to the provisions of Section 16(j) hereof, the Grantor agrees to take any action which the Agent may reasonably request in order to obtain from the FCC such approval as may be necessary to enable the Lenders to exercise and enjoy the full rights and benefits g...
Grantor’s Covenants. In addition to the other covenants and ------------------- agreements set forth herein and in the other Loan Documents, the Grantor covenants and agrees as follows:
(a) The Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Grantor.
(b) The Collateral will not be used in violation of any material law, regulation or ordinance or any Requirement of Law applicable to the Grantor owning it, nor used in any way that will void or impair any insurance required to be carried in connection therewith.
(c) The Grantor will keep the Collateral in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property.
(d) The Grantor will take all reasonable steps to preserve and protect the Collateral.
(e) The Grantor will maintain all insurance coverage required pursuant to the Loan Documents.
(f) The Grantor will promptly notify the Agent in writing in the event of any material damage to the Collateral from any source whatsoever.
(g) The Grantor will not (i) establish any location of Inventory or Equipment not listed on Schedule B hereto, (ii) move its principal place of ---------- business, chief executive office or any other office listed on Schedule C hereto ---------- or (iii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed on Schedule 3.5C to the Loan Agreement, except ------------- upon not less than 30 days' prior notice to the Agent and the Grantor's prior compliance with all applicable requirements of Section 5 hereof necessary to perfect the Secured Party's security interest hereunder.
(h) The Grantor shall not withdraw as a member of any Pledged Entity, or file or pursue or take any action that may, directly or indirectly, cause a dissolution or liquidation of or with respect to any Pledged Entity or seek a partition of any property of any Pledged Entity.
(i) Subject to the provisions of Section 16(j) hereof, the Grantor agrees...
Grantor’s Covenants. The Grantor covenants with the Grantee so as to bind the Grantor's Property and each and every part of it into whoever's hands it may come, for the benefit of the Grantee, that the Grantor and its successors in title shall at all times observe and perform the Grantor's Covenants (but not as to bind the Grantor for any personal liability for any breach hereof which occurs after the Grantor has disposed of the Grantor’s Property).
Grantor’s Covenants. On a continuing basis, Grantor shall ------------------- make, execute, acknowledge and deliver, and file and record in the proper filing and recording places, all such instruments and documents, including, without limitation, appropriate financing and continuation statements and security agreements, and take all such action as may be necessary or advisable or may be requested by Administrative Agent or (i) Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the holders of a majority of the aggregate notional amount (or, with respect to any Lender Interest Rate Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Interest Rate Agreement) under all Lender Interest Rate Agreements (Requisite Lenders or, if applicable, such holders being referred to herein as "REQUISITE OBLIGEES") to carry out the intent and purposes of this Agreement, or for assuring, confirming or protecting the grant or perfection of security interest and the conditional assignment granted or purported to be granted hereby, to ensure Grantor's compliance with this Agreement or to enable Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to the Collateral. Without limiting the generality of the foregoing sentence, Grantor:
(a) authorizes Administrative Agent in its sole discretion to modify this Agreement without first obtaining Grantor's approval of or signature to such modification by amending Schedule A thereof to include a reference to any right, title or interest in any existing Copyright, Registration or Copyright Right or any Copyright, Registration or Copyright Right acquired by Grantor after the execution hereof or to delete any reference to any right, title or interest in any Copyright, Registration or Copyright Right in which Grantor no longer has or claims any right, title or interest;
(b) shall, from time to time, cause its books and records to be marked with such legends or segregated in such manner as Administrative Agent may reasonably specify, and take or cause to be taken such other action and adopt such procedures as Administrative Agent may reasonably specify to give notice of or to perfect the security interest and assignment in the Collateral intended to be created hereby;
(c) hereby authorizes Admin...
Grantor’s Covenants. Grantor hereby covenants and agrees as follows: Grantor will strictly comply with all Environmental Laws, and, as soon as practicable, will notify Beneficiary of the presence of or any release of Hazardous Materials at, upon, under or within the Land, or of the receipt by Grantor of any notice from any Governmental Authority or from any tenant or other occupant or from any other person with respect to any alleged such release or presence, promptly upon discovery of such release or presence or receipt of such notice, and will send to Beneficiary copies of all results of environmental assessments and tests at the Land. Without limiting the generality of the foregoing, Grantor, as soon as practicable, will give to Beneficiary notice of the commencement of any litigation or threat of litigation relating to any alleged release of any Hazardous Materials at, upon, under or within the Land. Grantor, as soon as practicable, will deliver to Beneficiary any documentation or records Beneficiary may reasonably request and which are susceptible of being obtained by Grantor without undue cost or expense and without the necessity for initiating legal proceedings to obtain the same in connection with all such notices, inquiries, and communications, and shall endeavor to advise Beneficiary of any subsequent developments.
Grantor’s Covenants. The Grantor covenants and agrees that, unless the Bank otherwise consents in writing, the Grantor shall at all times:
Grantor’s Covenants. A. Grantor covenants and agrees that during the term of this Agreement that Grantee’s rights to the Easement Property shall be exclusive, except as expressly allowed herein. Grantor shall not plant within or allow to grow into the Easement Property any trees, bushes or other planted material that would interfere with the Grantee’s use of the Easement Property, and shall not construct any buildings or other improvements within, over or upon the Easement Property without the prior written permission of the Grantee, except that Grantor may install roadways, sidewalks, curbs, gutters, and trails on the Easement Property without written permission, provided Grantor shall be responsible for repairing or replacing any private improvements damaged by Grantee’s permitted activities in or on the Easement Property, including payment of the costs thereof.
B. To the fullest extent permitted by applicable law:
i. Grantor hereby warrants title to the easement herein granted and conveyed to Grantee;
ii. Grantor warrants that that the Easement Property is free and clear of all liens and encumbrances; and
iii. Grantor agrees to protect and defend the title of the Grantee to the Easement Property from and against all persons whomsoever.
C. Grantor warrants and guarantees that it has the power and authority to grant the easement created by this Agreement.