Lessor Covenants Clause Samples

Lessor Covenants. 40 9.2. Trust Company Covenants........................................................................42 9.3. Certificate Holders Covenants..................................................................42 9.4. Lender and Collateral Agent Covenant...........................................................43 9.5. Lessee and Guarantor Covenants.................................................................43 (a)

Lessor Covenants. Lessor agrees that it: (a) shall continue to operate and manage each Property in the same manner in which Lessor has previously operated and managed such Property; (b) shall, subject to Section 7 hereof and subject to reasonable wear and tear, maintain each Property in the same (or better) condition as exists on the date hereof; and (c) shall not, without Lessee’s prior written consent, which, after the expiration of the Due Diligence Period may be withheld in Lessee’s sole discretion: (i) amend the Leases or the Guaranties in any manner, nor enter into any new lease, other than the Ground Leases and the Pinnacle Leases, license agreement or other occupancy agreement with respect to any Property; (ii) consent to an assignment of any Lease or a sublease of the premises demised thereunder or a termination or surrender thereof; (iii) terminate any Lease or release any guarantor of or security for any Lease unless required by the express terms of such Lease; and/or (iv) cause, permit or consent to an alteration of the premises demised under the Leases (unless such consent is non-discretionary). Lessor shall promptly inform Lessee in writing of any material event adversely affecting the ownership, use, occupancy or maintenance of any Property, whether insured or not.

Lessor Covenants. Lessor makes the following covenants to Lessee. (a) Throughout the Term and any extensions thereof, Lessor and its officers, employees, contractors, agents, tenants, subtenants, servants, licensees and invitees shall not interfere or allow a third party to interfere with the solar patterns affecting the Permitted Improvements. (b) [Intentionally omitted.] (c) Throughout the Term and any extensions thereof, as provided in Section 11.1, Lessor shall protect Lessee’s rights of quiet enjoyment.

Lessor Covenants. 9.1. Lessor shall have the right, at its sole cost, responsibility, and expense, to make at any time alterations to Lessor’s Real Property and to construct other improvements on Lessor’s Real Property (“Lessor Improvements”) provided that Lessee’s prior written consent has been obtained (which consent shall not be unreasonably withheld, delayed or conditioned so long as such alterations do not materially impair the use of the Tax-Exempt Facilities by Lessee for the purposes herein described and so long as same are in compliance with all requirements of the Ground Lease). 9.2. Lessee’s rights to operate under this Facilities Lease and the right of Lessee to quiet enjoyment in Section 9.4 hereof shall not be unreasonably impeded by Lessor, or its customers or tenants, with respect to future handling of Product, by rail, truck, pipeline or water-borne means. If Lessor, or its customers or tenants, desire to construct, operate, or otherwise engage in a facility for handling Product by rail, truck, pipeline or water-borne means, said operations may be commenced by Lessor, or its customers or tenants, only upon mutual consent between Lessee and Lessor, which consent shall not be unreasonably withheld, delayed or conditioned. 9.3. Lessor shall pay for all labor and services performed for, materials used by or furnished to Lessor, or used by or furnished to any contractor employed by Lessor with respect to any construction of any Lessor Improvements and hold Lessee and the Tax-Exempt Facilities harmless and free from any liens, claims, encumbrances or judgments created by Lessor. If Lessor elects to post a payment or performance bond or is required to post an improvement bond with a public agency in connection with the above, Lessor agrees to include Lessee as an additional obligee thereunder. 9.4. Lessor is and shall remain for the Lease Term hereof the true and lawful owner of the Tax-Exempt Facilities and, has good right and full power to let and lease the Tax-Exempt Facilities. Lessor agrees that, contingent upon Lessee’s compliance with the terms of this Facilities Lease such that no Event of Default has occurred and is continuing, Lessee shall quietly and peaceably hold, possess and enjoy the Tax-Exempt Facilities for the full Lease Term of this Facilities Lease without any hindrance or molestation by the agents or employees of Lessor as discussed herein, and Lessor will defend the title to the Tax-Exempt Facilities and the use and occupancy of the same by L...

Lessor Covenants. Subject to the terms and conditions herein expressed, Lessor makes the following covenants to Lessee. (a) Throughout the Term and any extensions thereof, except as expressly set forth in Article 7 and Section 8.2, Lessor and its officers, employees, contractors, agents, tenants, subtenants, servants, licensees and invitees shall not interfere or allow a third party to interfere with the Permitted Improvements. (b) Throughout the term and any extensions thereof, Lessor shall use reasonable efforts not to allow any plantings or buildings on or near the Property, nor allow any waste to accumulate on the Premises, which would affect the insolation reaching the Solar Energy Facility. If the Lessor determines that plantings or buildings on or near the Property are desirable, then the Parties will negotiate in good faith to minimize their affect on the insolation reaching the Solar Energy Facility. (c) Throughout the Term and any extensions thereof, as provided in Section 11.1, Lessor shall protect Lessee’s rights of quiet enjoyment. (d) Throughout the Term and any extensions thereof, Lessor shall perform all of its obligations under the Post-Closure Environmental Monitoring Plan and any other Applicable Legal Requirements and as further set forth in Exhibit C attached hereto. (e) Lessor shall promptly inform Lessee of the occurrence of any event that materially and adversely affects the operation of the Solar Energy Facility or the performance of Lessor’s obligations under this Lease (including, but not limited to, any notices of default under any third party contract and the occurrence of any event that may result in the imposition of material liability or obligations on Lessee or Lessor under any Environmental Law). (f) Lessor shall provide Lessee such other information as Lessee may reasonably request in order to review Lessor’s compliance with the terms of this Lease.

Lessor Covenants a) The lessor shall permit the Lessee, as long as the rent is paid and the covenants herein are complied with, the use of the leased property, which use shall be exclusive without interference from the Lessor or those claiming under the Lessor unless otherwise specified herein.

Lessor Covenants. Lessor covenants and agrees that during the term of the Lease, it shall; (A) not change, cancel or surrender its Certificate of Incorporation or amend its By-Laws from the forms attached as Exhibits A and B, respectively; (B) comply at all times with all requirements imposed on it by Lender pursuant to the Rent Purchase Agreement; (C) maintain itself as a limited purpose corporation whose sole activity consists of leasing the Property to Lessee pursuant to this Agreement; (D) maintain books, records and financial statements separate from its shareholders or any of them or any of their Affiliates; (E) strictly observe corporation formalities in its dealings with Lender, Lessee, its Shareholders or any of their Affiliates; (F) maintain its assets in a manner which facilitates their identification and segregation from those of its shareholders or their affiliates; (G) maintain separate bank accounts and not commingle its funds with those of any other person; (H) obtain an initial equity cash contribution of not less than $200,000 on or before September 30, 1999, which contribution may come from fees to lessor associated with this Lease transaction, which may be invested with or loaned to a third party; provided, however, 49 Lessor shall not make any distribution to its owners until its obligations to Lessee under this Lease, and the Purchase and Sale Agreement are satisfied except to reimburse its owners for income taxes payable by its owners on Lessor's taxable income and shall maintain a sufficient cash balance to pay all expenses as they become due; and (I) deliver to Lessee on September 30, 1999 a duly authorized, executed and binding guarantee of TransCapital Corporation in a form acceptable to Lessee.

Lessor Covenants. Lessor covenants for the benefit of each other party hereto (unless each shall have otherwise waived in writing compliance herewith) during the term of this Agreement as follows: (a) It shall take all actions as are required to keep the representations and warranties made by it in Section 2.5 (except, in the case of clause (b) of Section 2.5, if the location of such office shall change, Lessor shall provide each other party hereto with not less than ten (10) days' prior written notice of such change), true and correct in all material respects (but without regard to the date when such representations and warranties were made or are expressed to be effective) until such time as all of the obligations secured hereby have been paid in full. (b) It shall obtain and maintain, or cause to be obtained or maintained, in full force and effect, any authorization, approval, license, or consent of any governmental or judicial authority including those which may be or become necessary in order for Lenders, the Collateral Agent, Lessee and Certificate Holders to obtain the full benefits of this Agreement and all rights and remedies granted or to be granted herein. (c) The proceeds of each Loan shall be used solely to finance Lessor's acquisitions of Items of Equipment in accordance with the terms of this Agreement and the Assembly Agency Agreement and for costs related to such transactions. No part of the proceeds of any Loan will be used to purchase or carry any Margin Stock or to extend credit for the purpose of purchasing or carrying any Margin Stock. Neither the making of any Loan nor the use of the proceeds thereof will violate or be inconsistent with the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System. (d) It shall comply in all material respects with all Applicable Laws, rules, regulations and orders of any jurisdiction, such compliance to include paying when due all Taxes imposed upon it or upon its property by any Governmental Entity except to the extent contested in good faith and for which adequate reserves have been segregated. (e) It shall promptly take, and maintain the effectiveness of, all action of the type referred to in clause (b) of Section 2.4 or otherwise that may, from time to time, be necessary or appropriate under Applicable Law in connection with the performance by Lessor of its obligations under the Operative Documents, or the taking of any action hereby or thereby contemplated, or necessary for the le...

Lessor Covenants. The LESSOR further covenants and agrees with the LESSEE as follows: