Affirmative Covenants of Company. (a) From the date hereof until the date on which all obligations of Lessees/Borrowers under all Transactions have been fully paid and otherwise discharged or this Agreement terminated, the Company shall provide such financial information and reports as Financing Party may reasonably request from time to time.
(b) Company will promptly fulfill and perform all obligations, covenants, liabilities, warranties and duties, if any, on its part to be fulfilled and performed in connection with a Transaction and any other agreements or instruments executed by Company with respect to the maintenance or servicing by Company of the Vehicles subject to a Transaction. Financing Party and/or any subsequent assignee of Financing Party shall have no obligation or liability with respect to the maintenance or servicing of the Vehicles subject to a Transaction and shall not be obligated to perform any of Company’s obligations thereunder; Company’s obligations under a Transaction may be performed by Financing Party or any subsequent assignee, however, without releasing Company therefrom.
(c) Company will obtain and provide to Financing Party proof of insurance from each new Lessee/Borrower with respect to the Vehicles subject to each Transaction, and make certain that Financing Party is the beneficiary of the insurance as owner pursuant to the terms of the Service Agreement.
(d) If a Transaction goes into default, Company shall repossess and recondition the Vehicles subject to the Transaction.
(e) For the term of any Transaction, Company shall make all reasonable efforts to advise Financing Party of any matter of which Company has knowledge that may be materially detrimental to a Lessee’s/Borrower’s financial condition.
(f) So long as this Agreement is in effect, Company will notify Financing Party of any change in the persons authorized to represent Company in the transactions contemplated hereby and in the event of any such change will provide Financing Party with updated evidence of authority and specimen signatures for each individual.
Affirmative Covenants of Company. The Company covenants and agrees that, so long as any of the Convertible Notes shall be outstanding:
Affirmative Covenants of Company. The Company covenants and agrees that from the Closing Date until the payment and performance in full of the Obligations, unless the Bank otherwise consents in writing:
Affirmative Covenants of Company. Company covenants and agrees that, so long as any of the Commitments hereunder shall remain in effect and until payment in full of all of the Loans and other Obligations and the cancellation or expiration of all Letters of Credit, unless the Requisite Lenders shall otherwise give prior written consent, Company shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 6.
Affirmative Covenants of Company. Company hereby covenants and agrees that, prior to the Effective Time, unless otherwise expressly contemplated by this Agreement or otherwise approved in writing by IB3, Company will:
(a) operate its business in the usual and ordinary course and consistent with past practice;
(b) use commercially reasonable efforts to preserve intact its business organization and assets, including its present operations, physical facilities and working conditions; maintain its rights and franchises; maintain and/or renew its licenses, permits, agreements, uses and governmental approvals; retain the services of its officers and key employees; and maintain the relationships with its customers, lessors, licensors, employees and suppliers;
(c) use commercially reasonable efforts to keep in full force and effect all insurance currently maintained; and
(d) confer with IB3 at its request to report operational matters of a material nature and to report the general status of the ongoing operations of the business of Company, and notify IB3 of any breach or event which if it had occurred prior to the date of this Agreement would have been a breach by Company or the Shareholders, as the case may be, of any of their representations, warranties, covenants and agreements contained in this Agreement or in any of the agreements or documents delivered in connection herewith. The Shareholders agree and covenant to cause Company to comply with its covenants and agreements set forth in this §7.01.
Affirmative Covenants of Company. Company hereby covenants and agrees that, during the period from the date of this Agreement to the purchase of a majority of the shares of Company Common Stock pursuant to the Offer, unless otherwise expressly contemplated by this Agreement or consented to in writing by Acquiror, Company will and will cause its subsidiaries to:
(a) carry on their respective businesses solely in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Laws, Permits and Contracts (including, without limitation, those identified in the Company Disclosure Schedule);
(b) use reasonable efforts to preserve intact their current business organizations (other than internal organizational realignments), keep available the services of their current officers and other key employees and preserve their relationships with customers, suppliers, licensors, lessors, distributors and others having business dealings with them;
(c) promptly advise Acquiror in writing of any written threat or any commencement against it of any dispute, claim, action, suit, proceeding, arbitration or investigation by, against or, to its knowledge, affecting it which could reasonably be expected to result in a Company Material Adverse Effect, or which challenges or may affect the validity of any Transaction Document, or any action taken or to be taken in connection with any Transaction Document or the ability of Company to consummate the transactions contemplated herein or therein;
(d) promptly advise Acquiror in writing of the receipt or notice of the termination of (i) any Significant Contract, or (ii) if such termination could reasonably be expected to result in a Company Material Adverse Effect, any other Contract or document that is required to be disclosed in the Company Disclosure Schedule;
(e) promptly advise Acquiror in writing of the occurrence or non-occurrence of any event or the existence or non-existence of any fact which (i) makes untrue any material representation or warranty of Company set forth in any Transaction Document, unless -30- 35 such event or existence or non-existence of fact could not reasonably be expected to result in a Company Material Adverse Effect or (ii) resulted in, or could reasonably be expected to result in, any Offer Condition, or any condition to the Merger set forth in Article VIII not being satisfied unless such event or existence or non-existence of fact could not reasonably be expected to result in a Company Mate...
Affirmative Covenants of Company. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Parent shall have been obtained, and except as otherwise expressly contemplated herein, Company shall and shall cause each of its Subsidiaries to (a) operate its business only in the ordinary course, (b) use all reasonable efforts to preserve intact its business organization and Assets and maintain its rights and franchises, and (c) take no action which would (i) materially adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby, or (ii) materially adversely affect the ability of any Party to perform its covenants and agreements under this Agreement.
Affirmative Covenants of Company. To conform with the terms and conditions under which each Holder is willing to have credit outstanding to Company, and to induce each Holder to enter into this Agreement and extend credit hereunder, Company warrants, covenants and agrees that until the full and final payment of the Obligations and the termination of this Agreement, unless Required Holders have previously agreed otherwise:
Affirmative Covenants of Company. During the term of this Agreement, the Company shall:
(a) pay to the Manager all amounts due pursuant to the terms hereof, without setoff or counterclaim for any reason whatsoever;
(b) notify the Manager promptly in writing of any default under any instrument or agreement to which the Company is a party and any litigation, arbitration, or other governmental proceeding, or threatened litigation, arbitration, or other governmental proceeding, involving the Company;
(c) provide the Manager with drawing rights on such accounts maintained with financial institutions by the Company as are or shall be necessary, or in the interests of the Company, to operate the Business;
(d) furnish to the Manager such financial, legal and other information in its possession or available to it with respect to the Company as shall from time to time be requested by the Manager;
(e) use its best efforts in all respects to cooperate with the Manager in its performance under this Agreement.
Affirmative Covenants of Company. Until the termination of this Agreement and the payment in full to the Credit Bank of all amounts payable to the Credit Bank hereunder, Company hereby covenants and agrees that it will:
