Additional Conditions and Covenants Sample Clauses

Additional Conditions and Covenants. The following agreements and covenants constitute additional and substantial consideration for the Banks' agreement to effect the amendments to the Credit Agreement set forth herein: (a) The Borrower shall reimburse the Agent for its out of pocket fees and expenses incurred in connection with this Seventh Amendment, including, without limitation, its attorney fees and expenses. (b) The Borrower and the Guarantors shall execute such reaffirmation documents and other documents, instruments and agreements that the Agent may request from time to time in order to evidence, ratify and affirm its obligations under the Credit Agreement and the other Loan Documents and the security interests, liens and pledges effected thereby.
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Additional Conditions and Covenants. The following agreements and covenants constitute additional and substantial consideration for the Banks' agreement to effect the waiver and the amendments to the Credit Agreement set forth herein: (a) The Borrower shall reimburse the Agent for its reasonable out of pocket fees and expenses incurred in connection with this Amendment and the Loan Party Reorganization Transactions, including, without limitation, its attorney fees and expenses. (b) The Borrower and the Guarantors shall deliver duly executed and legally enforceable Limited Liability Company Interest Pledge Agreements substantially in the form attached hereto as Exhibit B, as follows (the "LLC Pledge Agreements"): (i) Public Safety, with respect to its limited liability company ownership interests in CorrLogic, LLC; (ii) Borrower, with respect to its limited liability company ownership interests in Fiber Sensys, LLC; and (iii) Borrower, with respect to its limited liability company ownership interests in CIED, LLC. (c) Each of Public Safety, Fiber Sensys, LLC, CorrLogic, LLC and CIED, LLC shall execute and deliver to the Agent on behalf of the Banks (A) a Post-Reorganization Guaranty and Suretyship Agreement (the "Post-Reorganization Guaranty") substantially in the form attached hereto as Exhibit C and (B) a Post-Reorganization Guaranty Security Agreement substantially in the form attached hereto a Exhibit D (the "Post-Reorganization Security Agreement"). (d) There shall be filed in the applicable public offices such new UCC financing statements and amendments to existing UCC financing statements in favor of the Agent on behalf of the Banks as the Agent may determine in its sole discretion to be necessary or appropriate to perfect, continue or reaffirm the Agent's security interests under the Loan Documents, including, without limitation, the Post-Reorganization Security Agreement, with respect to the Loan Party Reorganization Transactions described in this Amendment. (e) The Borrower and the Guarantors shall deliver to the Agent true, correct and complete copies of all merger, conversion or other corporate/limited liability company organizational or amendatory documents, instruments, certificates and filings relating to, evidencing, effectuating or perfecting the Loan Party Reorganization Transactions, including all resolutions of all of the boards of directors of the Loan Parties adopted in connection with the same, all of which shall be in form and substance acceptable to the Agent and its c...
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Additional Conditions and Covenants. 1. Purchaser shall not shall not record this Agreement in the office of the Recorder of Deeds of Xxxxxxxx County, Illinois, or any other state or municipal office. In the event of such recording, at Sellers' option, the entire remaining unpaid purchase price shall immediately become due and payable. At Purchaser's request, the parties shall execute a memorandum of this Agreement for recording in the office of the Recorder of Deeds of Xxxxxxxx County, Illinois. This memorandum shall not contain any of the financial terms and conditions set forth in this Agreement. 2. Purchaser may transfer or assign this Agreement or any interest therein without prior approval of Sellers, subject to the following conditions: Any such assignment or transfer shall constitute an assumption by the Assignee or Transferee of Purchaser's obligations hereunder, and Sellers shall have the right to enforce any such obligations against the Assignee or Transferee directly. Further, any such assignment or transfer pursuant to this paragraph shall not constitute a release of Purchaser's obligations hereunder unless Sellers, in writing, agree to such release. 3. Purchaser covenants and agrees to keep the Business Premises all times hereunder in compliance with all applicable laws and ordinances, including without limitation, all building, fire protection, and zoning ordinances. 4. Time of payment shall be the essence of this Agreement, and Sellers' failure to insist upon strict performance upon any of Purchaser's covenants and agreements, or to exercise any option herein conferred in any one or more instances, shall not be construed as a waiver or relinquishment for the future of any such covenants, agreements or options, that same shall be and remain in full force and effect. 5. In the event of termination of this Agreement, except by payment in full, whether by forfeiture or otherwise, all improvements, whether finished or unfinished, which may be put upon the Business Premises by Purchaser shall belong to and be the property of Sellers without liability or obligation on Sellers' part to account to Purchaser for any part thereof. 6. Sellers shall not be liable for any loss or damage to property or injury to or death of persons occurring on the Business Premises growing out of or connected with Purchaser's possession and use of the Business Premises caused by the negligence or default of Purchaser or its agents, employees, or assignees; and Purchaser hereby waives all right of recovery a...
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Additional Conditions and Covenants. The following agreements and covenants constitute additional and substantial consideration for the Banks' agreement to effect the amendments to the Credit Agreement set forth herein: (a) The Borrower shall reimburse the Agent for its out of pocket fees and expenses incurred in connection with this Fifth Amendment, including, without limitation, its attorney fees and expenses. (b) SunTrust and SunBank shall have duly executed the SunBank Assignment and Assumption Agreement in substantially the form attached hereto as Appendix 1, and a true and correct copy thereof shall have been provided to the Agent. (c) SunTrust and PNC shall have duly executed the PNC Assignment and Assumption Agreement in substantially the form attached hereto as Appendix 2, and a true and correct copy thereof shall have been provided to the Agent. (d) The Borrower shall have duly executed and delivered the SunBank Notes in substantially the form attached hereto as Appendix 3, and a true and correct copy thereof shall have been provided to the Agent. (e) The Borrower shall have duly executed and delivered the Amended PNC Notes in substantially the form attached hereto as Appendix 4, and a true and correct copy thereof shall have been provided to the Agent. (f) The Borrower and the Guarantors shall execute such reaffirmation documents and other documents, instruments and agreements that the Agent may request from time to time in order to evidence, ratify and affirm its obligations under the Credit Agreement and the other Loan Documents and the security interests, liens and pledges effected thereby. (g) The Borrower shall pay a commitment fee to the Agent on behalf of SunBank in the amount of $10,000.
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Additional Conditions and Covenants. The following agreements and covenants constitute additional and substantial consideration for the Banks' agreement to effect the waiver and the amendments to the Credit Agreement set forth herein: (a) The Borrower shall reimburse the Agent for its reasonable out of pocket fees and expenses incurred in connection with this Amendment, including, without limitation, its attorney fees and expenses. (b) The Borrower shall pay to the Agent an amendment fee of $15,000. (c) The Borrower, Omega Bank, as successor to SunBank, and the Agent shall have entered into such assignment and assumption agreements as may be necessary to transfer and assign to PNC Bank all of Omega Bank's Revolving Credit Facility A Commitment. (d) The Borrower shall have executed and delivered to PNC Bank the original Note in form and substance acceptable to PNC Bank; provided that, on or after the date hereof Omega Bank shall return to the Agent its Omega Revolving Credit Facility A Note. The Agent shall then promptly deliver its existing Revolving Credit Facility A Note together with Omega Bank's Revolving Credit Facility A Note to the Borrower for cancellation. (e) The Borrower and the Guarantors shall execute such other reaffirmation documents and other documents, instruments and agreements that the Agent may request from time to time in order to evidence, ratify and affirm its obligations under the Credit Agreement and the other Loan Documents and the security interests, liens and pledges effected thereby.
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Additional Conditions and Covenants. The following shall be added as Section 43 of the Lease:
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Additional Conditions and Covenants. The following conditions shall apply to all improvements or alterations to the Premises, including, the Buildings: (a) Prior to any construction within or on the Premises, all contractors and subcontractors to perform work shall be approved by the Landlord, such approval of which shall not be unreasonably withheld, conditioned or delayed, and all contractors and subcontractors will be required to provide evidence of builder’s risk and commercial general liability insurance reasonably satisfactory to Landlord in customary amounts; (b) Tenant shall provide to Landlord an estimate of costs necessary to complete Tenant’s Work and shall provide future cost estimates on any other alterations or improvements to the Premises upon Landlord’s request; (c) Tenant shall pay all financial obligations associated with costs necessary to complete the Tenant’s Work; (d) Any work associated with any construction or installation shall be conducted in a safe, orderly and proper manner, so as not to unreasonably annoy, disturb, endanger or be offensive to others on or around the Premises; (e) Tenant shall not do or permit to be done anything which may adversely interfere with the effectiveness or accessibility of the utility and other systems including drainage and sewage system, fire protection system, sprinkler system, alarm system, fire hydrants and hoses, if any, installed or located on the Premises or at the Buildings; (f) Tenant shall not do or permit to be done any act or thing upon the Premises or at the Buildings, (i) which will invalidate or conflict with any fire insurance policies covering the Premises, the Buildings or any part thereof; or (ii) which may constitute an extra-hazardous condition so as to increase the risks normally attendant upon the operations permitted by this Lease; (g) Tenant shall not keep or store flammable substances within any covered and enclosed portion of the Premises or the Buildings in excess amounts generally kept by similar businesses; (h) Tenant fully understands and expressly acknowledges that any security measures deemed necessary or desirable for protection of the Premises and the Buildings shall be the sole responsibility of Tenant and shall involve no cost to Landlord; (i) Tenant shall maintain the Premises and the Buildings at all times in a safe and neat condition and shall not permit the accumulation of any trash or debris on the Premises or at the Buildings and shall provide proper containers for disposal of trash and debris...
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Additional Conditions and Covenants. The Company, Subsidiary Borrowers and Subsidiary Guarantors covenant and agree to perform or satisfy or cause to be performed or satisfied each of the following conditions and covenants and that the failure of any of the following conditions or covenants to timely occur or be performed by the specified dates shall constitute an Event of Default under the Credit Agreement, without any action or notice by Agent or Lenders of any kind, time being of the essence:
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Additional Conditions and Covenants. The following agreements and covenants constitute additional and substantial consideration for the Agent's and the Banks' agreement to effect the releases and the amendments to the Credit Agreement and the Loan Documents set forth herein:
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Related to Additional Conditions and Covenants

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be “conditions” as well as “covenants” as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

  • TERMS, CONDITIONS AND COVENANTS In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

  • Financial Condition Covenants The Borrower shall not:

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Connecting Transmission Owner for the Connecting Transmission Owner’s Attachment Facilities will be capitalized by Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and

  • Performance of Covenants and Satisfaction of Conditions To use its reasonable best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to each Closing Date and to satisfy all conditions precedent to the delivery of the Firm Stock and the Optional Stock.

  • Financial Condition Covenant Permit the Asset Coverage Ratio to be less than the Minimum Permitted Ratio; or in each case allow Indebtedness of the Borrower to exceed the limits set forth in the Borrower’s Prospectus or registration statement or allow Indebtedness to exceed the requirements of the 1940 Act.

  • Representations, Warranties and Additional Covenants Contractor represents and warrants to Mercy Corps and covenants with Mercy Corps as follows. Contractor has full rights and authority to enter into and perform its obligations under this Contract. Contractor’s performance will not violate any agreement or obligation between Contractor and any third party. Contractor has the requisite skills to perform the Services in accordance with the SOW. Contractor possesses all governmental and other certifications and licenses necessary to perform the Services. Performance by Contractor of its obligations under this Contract will not infringe on any patent, copyright, trademark, trade secret or other proprietary right of any third party. Contractor will comply with all applicable law, regulations and rules in the performance of its obligations under this Contract. Contractor has not, and will not, engage in transactions with, or provide resources or support to, individuals and organizations associated with terrorism, including those individuals or entities that appear on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Treasury (xxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/SDN-List/Pages/default.aspx) or the United Nations Security designation list (xxxx://xxx.xx.xxx/sc/committees/1267/aq_sanctions_list.shtml). Contractor will comply with and train its employees in all applicable laws against bribery, corruption, inaccurate books and records, inadequate internal controls and money-laundering, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. Contractor has not and will not offer or give any employee, agent, or representative of Mercy Corps anything of value to secure any business from Mercy Corps or influence such person to alter the terms, conditions, or performance of any contract with or purchase order from Mercy Corps, including but not limited to this Contract. Contractor, including its owners or employees, does not own, directly or indirectly, any other company that was competing for award of this Contract. Contractor did not seek or obtain confidential information related to the award of this Contract from any Mercy Corps employee, agent or representative. Contractor did not collude or conspire with any other individual or entity to limit competition for the award of this Contract, to set prices being offered or in any other way to interfere with free and open competition. Contractor is not owned in whole or in part, directly or indirectly, by any immediate or extended family member of any Mercy Corps employee, agent or representative, or, if so owned, Contractor fully disclosed such relationship and any potential conflict of interest has been waived, in writing, by Mercy Corps. Contractor has not engaged in, and will not engage in, any of the following conduct: (A) trafficking in persons (as defined in the Protocol to Prevent, Suppress, and Punish Trafficking in Persons, especially Women and Children, supplementing the UN Convention against Transnational Organized Crime); (B) procuring a commercial sex act; or (C) using forced labor. Contractor is not the subject or any governmental or donor investigation and has not been debarred or suspended by any government, governmental agency or donor. Contractor understands that it is subject to Mercy Corps' Child Safeguarding, Prevention of Sexual Exploitation and Abuse of Beneficiaries and Community Members, Anti-Trafficking and Sexual Misconduct policies (available at xxxxx://xxx.xxxxxxxxxx.xxx/who-we-are/ethics-policies). Contractor must report any violation or suspected violation of these policies in relation to the Contractor's activities under this contract to Mercy Corps, which may be done via its Integrity Hotline website (xxxxxxxxxx.xxx/xxxxxxxxxxxxxxxx). Contractor will ensure that it has the capacity to abide by these policies, that its employees and subcontractors understand these policies, and that it communicates to its employees and subcontractors the duty to report. Contractor understands and agrees that a violation of these policies may, in addition to any other remedies available under this Contract or at law, result in suspension or immediate termination of this Contract and may also result in Contractor being deemed ineligible for future contracts with Mercy Corps. Contractor and those performing services on Contractor’s behalf have the necessary knowledge, qualifications, licenses, permits, ability and expertise to perform the services and comply fully with the terms of the Agreement.

  • Survival of Representations and Covenants (a) Subject to the provisions of Section 5.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and the sale of the Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Assets by the Purchaser; and (iii) the dissolution of any party to this Agreement. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 5.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Seller Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against the Seller. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.3, 2.6 and 2.26 and Sections 3.1 and 3.6 and the related sections of the Seller Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the a party required to provide indemnification pursuant to this Section 5 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 5.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.

  • Additional Representations and Covenants of the Distributor The Distributor hereby represents, warrants and covenants to the Trust, which representations, warranties and covenants shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Distributor in accordance with all requisite action and constitutes a valid and legally binding obligation of the Distributor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (4) It is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA; (5) It: (i) has adopted an anti-money laundering compliance program (“AML Program”) that satisfies the requirements of all applicable laws and regulations; (ii) undertakes to carry out its AML Program to the best of its ability; (iii) will promptly notify the Trust and the Advisor if an inspection by the appropriate regulatory authorities of its AML Program identifies any material deficiency; and (vi) will promptly remedy any material deficiency of which it learns; and (6) In connection with all matters relating to this Agreement, it will comply with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations.

  • Additional Representations, Warranties and Covenants With respect to each of its Accounts, Borrower represents, warrants and covenants unto Agent and Lenders that: (A) they are and shall be genuine, in all respects what they purport to be and are not evidenced by a judgment; (B) they represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in the invoices and other documents delivered to Agent with respect thereto; (C) the amounts thereof, which may be shown on any invoices and statements delivered to Agent with respect thereto, are and shall be actually and absolutely owing to Borrower and are not contingent for any reason; (D) no payments have been or shall be made thereon except payments delivered to Borrower in the ordinary course of business; (E) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrower has not made and will not make any agreement with any Account Debtor for any deduction therefrom, except regular discounts allowed by Borrower in the ordinary course of its respective businesses for prompt payment; (F) there are no facts, events or occurrences known to Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder; (G) to Borrower’s knowledge, all Account Debtors have the capacity to contract and are solvent; (H) the services furnished or Goods sold giving rise thereto are not subject to any Lien, except the security interest and Liens of Agent and Lenders; (I) Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (J) Borrower has no knowledge of any proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in its financial condition.

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