Additional Covenants of Guarantor. The Guarantor agrees that the liability of the Guarantor hereunder shall not in anyway be released, diminished, impaired, reduced, or affected by:
(a) The taking or accepting of any other security or guaranty for any or all of the Indebtedness;
(b) Any release, withdrawal, surrender, exchange, substitution, subordination, or loss of any security or other guaranty at any time existing in connection with any or all of the Indebtedness; any partial release of the liability of any other Guarantor hereunder or under any of the Loan Documents had, or to be had, in connection with, or as security for, any of the Indebtedness, or the corporate dissolution, insolvency, bankruptcy, disability, or lack of authority of Borrower, Guarantor, or any other guarantor or any party at any time liable for the payment of any or all of the Indebtedness, whether now existing or hereafter occurring;
(c) Any renewal, extension, modification, or rearrangement of the payment of any or all of the Indebtedness, or the performance of any covenant contained in any Loan Document had, or to be had, in connection with, or as security for, the Indebtedness, either with or without notice to, or consent of, such Guarantor or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Xxxxxx to any party; or
(d) Any neglect, delay, omission, failure, or refusal of Lender to take or prosecute any action for the collection of any of the Indebtedness or to foreclose or take or prosecute any action in connection with any lien, right, or security existing or to exist in connection with, or as security for, any of the Indebtedness; or to take any action hereunder; it being the intention hereof that Guarantor shall remain liable as principal until the full amount of the Indebtedness, together with interest, and any other sums due or to become due upon or in connection with any of the same, shall have been fully paid, performed and observed by Xxxxxxxx.
Additional Covenants of Guarantor. The Guarantor covenants and agrees with the Bond Trustee (for and on behalf of itself and the Secured Creditors) that:
Additional Covenants of Guarantor. The Guarantor covenants and agrees that until the Final Discharge Date:
Additional Covenants of Guarantor. (a) Guarantor will keep itself fully apprised of the Issuer’s financial and business condition, and Guarantor shall be responsible for obtaining for itself information regarding the Issuer including, without limitation, any changes in the financial or business condition of the Issuer, and Guarantor acknowledges and agrees that the Secured Parties shall have no duty at any time to notify Guarantor of any information which the Secured Parties may have or acquire concerning the Issuer or to investigate or inform Guarantor of the financial or business condition or affairs of the Issuer or any change therein;
(b) Guarantor acknowledges and agrees that Guarantor’s representations, warranties, covenants, waivers and agreements set forth in this Guaranty are a material inducement to the Lender Parties to advance funds under the Loan Agreements to the Issuer and to enter into the other Financing Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Issuer, Guarantor, any other Person, or any security for all or any part of the Guaranteed Principal.
Additional Covenants of Guarantor. (a) Guarantor shall deliver or cause to be delivered to Lender those reports and financial statements set forth below. All such financial statements shall be prepared in accordance with generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or any Person succeeding to the functions thereof).
(i) As soon as practicable and in any event within one hundred and twenty (120) days after the end of each calendar year Guarantor shall cause to be delivered to Lender Form 10K delivered by Prime Group Realty Trust to the Securities and Exchange Commission (the "SEC");
(ii) Within twenty (20) days of the filing thereof, federal income tax returns of Guarantor (or any request for extension of the filing date thereof), all certified to be true, complete and correct by an authorized representative of Guarantor, as appropriate;
(iii) Within twenty (20) days after they are filed or furnished, copies of all regular and periodic reports, proxy statements, financial statements, registration statements prospectuses and other material filed by Prime Group Realty Trust or any of its affiliates with any securities exchange or with the SEC (including without limitation, all reports on Forms 10K, 10Q or 8K promulgated under the Securities Exchange Act of 1934, as amended) or any other governmental authority or distributed to the stockholders of Prime Group Realty Trust and all press releases and other statements made available by Prime Group Realty Trust to the public concerning material adverse changes or developments in the business of any of them;
(iv) Within one-hundred and twenty (120) days after the end of each calendar year, Guarantor shall deliver to Lender, Guarantor's financial statements for such calendar year, certified by independent certified public accountants, selected by Guarantor and acceptable to Lender, in its sole but reasonable discretion;
(v) Within sixty (60) days after the end of each calendar quarter, a statement of income, expense, assets, liabilities and a calculation of Guarantor's Net Worth, all in form and detail acceptable to Lender, in Lender's sole, but reasonable discretion, and sufficient to determine Guarantor's compliance with the requirements of the financial covenants set forth in Section 17(b); and
(vi) Guarantor shall provide, from time to t...
Additional Covenants of Guarantor. (a) Guarantor shall deliver or cause to be delivered to Lender those reports and financial statements set forth below. All such financial statements shall be internally prepared and shall fairly and accurately present in all material respects the assets, liabilities and financial conditions of Guarantor and such other Persons, if any, described therein as of and for the periods ending of such dates set forth therein.
(i) A disclosure of any judgments and pending or threatened material litigation against Guarantor, Borrower or the Property promptly upon Guarantor’s awareness of such litigation;
(ii) On or before April 30 of each year during the term of the Loan, federal and state income tax returns of Guarantor certified to be true, complete and correct by an authorized representative of Guarantor, as appropriate; provided, that if an extension is filed by Guarantor with the Internal Revenue Service or applicable state revenue department, then if Lender is provided a true, correct and complete copy of such extension, Guarantor may deliver such income tax returns to Lender simultaneously upon the filing thereof;
(iii) Within ninety (90) days of the end of each fiscal year, completed, signed and dated annual financial statements, including income statements and balance sheets, of Guarantor, with such verifications, supporting documentation or additional statements as Lender may reasonably request, certified by an officer of Guarantor as being true, correct and complete; and
(iv) Guarantor shall provide, from time to time during the term hereof, such other information and reports, financial and otherwise, concerning Borrower, Guarantor and the Property as Lender may reasonably request.
(b) Upon demand by Lender, at any time and from time to time, whether or not an Event of Default has occurred under the Note, the Loan Agreement or any other Loan Document, Guarantor shall execute a reaffirmation of and shall remake this Guaranty as of such date. Failure of Guarantor to reaffirm and remake this Guaranty at any time, on demand, shall be an Event of Default hereunder and under the Note, the Loan Agreement and the other Loan Documents, without notice or opportunity to cure.
Additional Covenants of Guarantor. So long as any Notes are outstanding or the Note Agreement shall remain in effect and this Guaranty Agreement remains in effect, the Guarantor agrees that, unless the Required Holders otherwise consent in writing:
Additional Covenants of Guarantor. The Guarantor agrees as follows:
(a) The Guarantor shall fully and duly fulfill each and all of its obligations under this Agreement and shall take all other reasonable actions necessary to protect the existence, maintenance and exercise of the rights of the Secured Parties hereunder, including, but not limited to: (i) complying with any obligations imposed under the applicable Laws and regulations and other rules related, and/or in any other way linked, to the Collateral, the breach of which could have a material adverse effect on the rights of the Sellers under this Agreement, and (ii) immediately lifting any kind of injunctions and attachments on the Collateral which may affect the rights of the Sellers under this Agreement;
(b) The Guarantor shall take and adopt, promptly and diligently, all reasonable measures that the Sellers may request (including, but not limited to, the commencement of claims, actions, orders, measures, requests and demands) for the purpose of (i) protecting the title of the Guarantor to the Collateral, and (ii) preventing the Collateral from being affected in any way (but excluding any reduction in value or price) that may result in a significant adverse effect on the rights of the Sellers under this Agreement, provided that the Sellers, at their own cost and expense, shall be entitled to exercise and adopt by themselves the claims, actions, orders, measures, requests and demands that may be necessary if the Sellers determine that their rights, as they relate to the Collateral, are not adequately protected by the Collateral; and
(c) The Guarantor shall promptly notify the Sellers about the occurrence of any event or act which may adversely affect the enforceability of this Agreement so that the Sellers may adopt sufficiently in advance all the measures leading to adequate protection of its rights under and in accordance with the provisions of this Agreement, including any litigation, claim, notification or demand relating to the Collateral in this respect.
Additional Covenants of Guarantor. Guarantor shall pay, perform, observe and comply with all of the obligations, terms, covenants and conditions set forth in this Guaranty, the Pledge Agreement, and the other Loan Documents to which Guarantor is a party and by any provisions of the Credit Agreement specifically applicable to Guarantor (all as if such provisions were, and such provisions hereby are, incorporated by reference into this Guaranty as if set forth at length herein).
Additional Covenants of Guarantor. Guarantor covenants and agrees that --------------------------------- from and after the date hereof and so long as any of the Obligations remain outstanding, it will:
(a) promptly give written notice to CIT of the occurrence of any default or event of default hereunder; (b) promptly provide CIT with copies of all SEC filings affecting Guarantor; (c)
(i) duly observe and conform to all requirements of any governmental authorities relating to the conduct of its business or to its properties or assets, (ii) maintain its existence as a legal entity and obtain and keep in full force and effect all material rights, licenses and permits which are necessary to the proper conduct of its business, and (iii) obtain or cause to be obtained as promptly as possible any governmental, administrative or agency approval and make any filing or registration therewith which at the time shall be required with respect to the performance of its obligations under this Guaranty; (d) permit CIT or its authorized representative at any reasonable time or times following the occurrence and during the continuation of an event of default hereunder to inspect its books and records; (e) keep proper books of record and account in which in which full, true and correct entries in accordance with generally accepted accounting principles will be made of all dealings or transactions in relation to its business and activities; and (f) furnish to CIT all financial statements required under the loan documents between Debtor and CIT, including the Amendment referenced above.
