AFFIRMATIVE COVENANTS 59 Sample Clauses

AFFIRMATIVE COVENANTS 59. Section 6.1
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AFFIRMATIVE COVENANTS 59. Financial Statements and Other Reports and Notices. Each Borrower will deliver to Agent: 59 Section 4.2 Payment and Performance of Obligations 61 Section 4.3 Maintenance of Existence 61 Section 4.4 Maintenance of Property; Insurance 61 Section 4.5 Compliance with Laws and Material Contracts 62 Section 4.6 Inspection of Property, Books and Records 62 Section 4.7 Use of Proceeds 63 Section 4.8 Reserved 63 Section 4.9 Notices of Material Contracts, Litigation and Defaults 63 Section 4.10 Hazardous Materials; Remediation 64 Section 4.11 Further Assurances 64 Section 4.12 Reserved 65 Section 4.13 Power of Attorney 65 Section 4.14 Borrowing Base Collateral Administration 65 Section 4.15 Reserved 66 Section 4.16 Intellectual Property and Licensing 66 Section 4.17 Permits 67 ARTICLE 5 - NEGATIVE COVENANTS 67 Section 5.1 Debt; Contingent Obligations 67 Section 5.2 Liens 68 Section 5.3 Distributions 68 Section 5.4 Restrictive Agreements 68 Section 5.5 Payments and Modifications of Subordinated Debt 68 Section 5.6 Consolidations, Mergers and Sales of Assets; 68 Section 5.7 Purchase of Assets, Investments 69 Section 5.8 Transactions with Affiliates 69 Section 5.9 Modification of Organizational Documents 69 Section 5.10 Modification of Certain Agreements 70 Section 5.11 Conduct of Business 70 Section 5.12 Reserved 70 Section 5.13 Limitation on Sale and Leaseback Transactions 70 Section 5.14 Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts 70 Section 5.15 Compliance with Anti-Terrorism Laws 71 Section 5.16 Change in Accounting 71 Section 5.17 Investment Company Act 71 Section 5.18 Agreements Regarding Receivables 71 ARTICLE 6 - FINANCIAL COVENANTS 72 Section 6.1 Minimum Net Revenue 72 Section 6.2 Evidence of Compliance 72 ARTICLE 7 - CONDITIONS 72 Section 7.1 Conditions to Closing 72 Section 7.2 Conditions to Each Loan 73 Section 7.3 Searches 74 Section 7.4 Post-Closing Requirements 74 ARTICLE 8 - [RESERVED] 74 ARTICLE 9 - SECURITY AGREEMENT 74 Section 9.1 Generally 74 Section 9.2 Representations and Warranties and Covenants Relating to Collateral 76 ARTICLE 10 EVENTS OF DEFAULT 78 Section 10.1 Events of Default 78 Section 10.2 Acceleration and Suspension or Termination of Revolving Loan Commitment 81 Section 10.3 UCC Remedies 81 Section 10.4 Reserved 83 Section 10.5 Default Rate of Interest 83 Section 10.6 Setoff Rights 83 Section 10.7 Application of Proceeds 83 Section 10.8 Waivers 84 Section 10.9 Injunctive Relief 85 Section 10.10 Marshalling; ...
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AFFIRMATIVE COVENANTS 59. SECTION 5.01. Financial Statements; Borrowing Base and Other Information 59 SECTION 5.02. Notices of Material Events; Name Change. 62 SECTION 5.03. Existence; Conduct of Business 62 SECTION 5.04. Payment of Obligations. 63 SECTION 5.05. Maintenance of Properties 63 SECTION 5.06. Books and Records; Inspection Rights 63 SECTION 5.07. Compliance with Laws and Material Contractual Obligations. 63 SECTION 5.08. Use of Proceeds. 63 SECTION 5.09. Accuracy of Information 64 SECTION 5.10. Insurance 64 SECTION 5.11. Appraisals 64 SECTION 5.12. Casualty and Condemnation 64 SECTION 5.13. Depository Banks 65 SECTION 5.14. Additional Collateral; Further Assurances 65 ARTICLE VI. Negative Covenants 66 SECTION 6.01. Indebtedness. 66 SECTION 6.02. Liens. 68 SECTION 6.03. Fundamental Changes. 69 SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions 70 SECTION 6.05. Asset Sales 71 SECTION 6.06. Sale and Leaseback Transactions 72 SECTION 6.07. Swap Agreements 72 SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness. 72 SECTION 6.09. Transactions with Affiliates. 73 SECTION 6.10. Restrictive Agreements. 73 SECTION 6.11. Amendment of Material Documents 73 SECTION 6.12. Financial Covenants 74 ARTICLE VII. Events of Default 74 ARTICLE VIII. Miscellaneous 77 SECTION 8.01. Notices 77 SECTION 8.02. Waivers; Amendments. 79 SECTION 8.03. Expenses; Indemnity; Damage Waiver. 79 SECTION 8.04. Successors and Assigns 81 SECTION 8.05. Survival 82 SECTION 8.06. Counterparts; Integration; Effectiveness; Electronic Execution. 82 SECTION 8.07. Severability 83 SECTION 8.08. Right of Setoff. 83 SECTION 8.09. Governing Law; Jurisdiction; Consent to Service of Process. 83 SECTION 8.10. WAIVER OF JURY TRIAL. 84 SECTION 8.11. Headings. 84 SECTION 8.12. Confidentiality. 84
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AFFIRMATIVE COVENANTS 59. Section 7.1 Financial Statements and Other Reports 60
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AFFIRMATIVE COVENANTS 59. Section 8.01 Compliance with Laws, Etc 59 Section 8.02 Maintenance of Insurance 59 Section 8.03 Preservation of Existence 60 Section 8.04 Payment of Taxes, Etc 60 Section 8.05 Visitation Rights 60 Section 8.06 Reporting Requirements 60 Section 8.07 Maintenance of Property 65 Section 8.08 Title Opinions 66 Section 8.09 Further Assistance 66 Section 8.10 Title Information and Cure 67 Section 8.11 Deposit Accounts 67 Section 8.12 Hedge Contracts 68
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AFFIRMATIVE COVENANTS 59. Section 7.1 Financial Statements 59 Section 7.2 Certificates; Other Reports 61 Section 7.3 Notice of Material Events 61 Section 7.4 Use of Proceeds 62 Section 7.5 Conduct of Business 62 Section 7.6 Taxes 63 Section 7.7 Insurance 63 Section 7.8 Books and Records; Inspection 63 Section 7.9 Maintenance of Property and Licenses 63 Section 7.10 Compliance with Laws and Approvals 64 Section 7.11 Compliance with ERISA 64 Section 7.12 Additional Subsidiaries; Further Assurances 64 Section 7.13 Post Closing Matters 64 Section 8.1 Intentionally Deleted 65 Section 8.2 Merger 65 Section 8.3 Sale of Assets 65 Section 8.4 Investments 66 Section 8.5 Liens 66 Section 8.6 Intentionally Deleted 68 Section 8.7 Hedge Agreements 68 Section 8.8 Changes in Fiscal Periods 68
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AFFIRMATIVE COVENANTS 59. SECTION 8.1.1 Financial Information, Reports, Notices, etc. 60 SECTION 8.1.2 Compliance with Laws, etc. 63 SECTION 8.1.3 Budget and Variance, as Modified or Approved by Agent 63 SECTION 8.1.4 Business Plan 64 SECTION 8.1.5 Carve-Out 64 TABLE OF CONTENTS (continued) SECTION 8.1.6 Continued Effectiveness of Licenses 65
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Related to AFFIRMATIVE COVENANTS 59

  • AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to:

  • Affirmative Covenants of Seller (a) Seller, at Seller's sole cost and expense, shall until the earlier of, the Closing Date or termination of this Agreement, keep and perform or cause to be performed in all material respects: (i) all obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder. (c) From the date of Seller's acceptance hereof to the earlier of the Closing Date or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any manner. (d) Seller shall notify Purchaser promptly if Seller becomes aware of any transactions or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respect. (e) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition. (f) Seller agrees to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effect.

  • Affirmative Covenants of the Company The Company hereby covenants and agrees as follows:

  • AFFIRMATIVE AND NEGATIVE COVENANTS The Borrower covenants and agrees that, so long as any Bank has any Commitment hereunder or any Obligations remain unpaid:

  • Affirmative Covenants of the Borrower So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will, unless the Liquidity Provider shall otherwise consent in writing:

  • Additional Affirmative Covenants All affirmative covenants made by the Borrowers or Guarantors or any of them in the Credit Agreement are incorporated herein by reference and are hereby also made by Trustor as to itself and the Trust Property as though such covenants were set forth at length herein as the covenants of Trustor.

  • Affirmative Covenants of the Seller From the date hereof until the Collection Date:

  • CERTAIN AFFIRMATIVE COVENANTS The Company or, to the extent required hereunder, any Subsidiary should fail to perform or comply with Sections 9(A) through 9(H)(ii), 9(H)(vi) through 9(H)(viii) or any reporting covenant set forth in any Supplement hereto, and such failure continues for 15 days after written notice thereof shall have been delivered by Agent to the Company.

  • AFFIRMATIVE COVENANTS OF THE BORROWERS Until such time as all amounts of principal and interest due to the Bank by a Borrower pursuant to any Loan made to such Borrower is irrevocably paid in full, and until the Bank is no longer obligated to make Loans to such Borrower, such Borrower (for itself and on behalf of its respective Funds) agrees: (a) To deliver to the Bank as soon as possible and in any event within ninety (90) days after the end of each fiscal year of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank as soon as available and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Semiannual Report to shareholders, together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual period; (c) To deliver to the Bank prompt notice of the occurrence of any event or condition which constitutes, or is likely to result in, a change in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower to perform its obligations under this Agreement or the Note; (d) To do, or cause to be done, all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations and orders, including without limitation, all rules and regulations promulgated by the SEC; (e) To promptly notify the Bank of any litigation, threatened legal proceeding or investigation by a governmental authority which could materially affect the ability of such Borrower or the applicable Funds to promptly repay the outstanding Loans or otherwise perform their obligations hereunder; (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowed, and until such Loan is repaid in full, to deliver to the Bank, within two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the Bank, which may be made by the Bank from time to time in the event the Bank in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the Bank, within two business days after such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such request.

  • AFFIRMATIVE COVENANTS OF BORROWER Borrower agrees that so long as it is indebted to Bank, under borrowings, or other indebtedness, or so long as Bank has any obligation to extend credit to Borrower it will, unless Bank shall otherwise consent in writing:

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