Affirmative Covenants of the Company. The Company hereby covenants and agrees as follows:
Affirmative Covenants of the Company. The Company covenants and agrees as follows:
Affirmative Covenants of the Company. The Company hereby covenants with the Investor that between the date of this Agreement and the Closing, except as the Investor shall otherwise consent, the Company will do the following:
a. Conduct its business only in the ordinary course of business consistent with past practice and refrain from changing or introducing any method of management or operations except in the ordinary course of business and consistent with prior practices;
b. Refrain from incurring any contingent liability as a guarantor or otherwise with respect to the obligations of others, and from incurring any other contingent or fixed obligations or liabilities except those that are usual and normal in the ordinary course of business;
c. Maintain its equipment and other assets in good working condition and repair according to the standards that it maintained to the date of this Agreement, subject only to ordinary wear and tear;
d. Refrain from making any change or incurring any obligation to make a change in its Organizational Documents or its authorized or issued capital stock;
e. Refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of its capital stock;
f. Refrain from merging, consolidating or reorganizing with, or acquiring, any entity;
g. Use its best efforts to keep intact its business organization, to keep available its present officers, agents and employees and to preserve the goodwill of all suppliers, customers and others having business relations with it;
h. Maintain true, correct and complete books of accounts and records relating to its business;
i. Comply in all respects with all Laws applicable to the conduct of its business or its properties or assets;
j. Promptly upon its knowledge thereof, advise the Investor in writing of the termination or resignation of any key employee and the circumstances therefore;
k. Pay all taxes, assessments, governmental charges or levies imposed upon it or its income, profits or assets, or otherwise required to be paid by it, nor fail to pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any such Company's assets; and
l. Promptly upon its knowledge thereof, advise the Investor in writing of (i) any event, condition or circumstance occurring from the date hereof until the Closing that would constitute a violation or breach of any representation, warranty, covenant,...
Affirmative Covenants of the Company. The Company covenants and agrees that, from the Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), the Company shall:
(a) operate its business only in the ordinary course and maintain its properties and assets in good repair, working order and condition;
(b) cause to be done all things reasonably necessary to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary to the conduct of its businesses;
(c) comply with all applicable laws, rules and regulations of all governmental authorities, the violation of which could reasonably be expected to have a material adverse effect on its business, properties or prospects;
(d) deliver to the Lenders within 10 days after the end of each fiscal month and within 30 days of the end of each fiscal quarter, unaudited consolidated financial statements (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity) all in reasonable detail, fairly presenting the financial position and the results of operations of the Company as of the end of and through such periods, prepared in accordance with generally accepted accounting principles, consistently applied in the United States and consistent with past practice;
(e) deliver to the Lenders the Company's audited annual financial statements and the Company's annual budget, and allow the Lenders reasonable access during normal business hours to visit the Company and inspect the financial records of the Company; and
(f) provide the Lenders with at least 10 days' written notice of any meeting of the Board of Directors of the Company and permit the Lenders to designate an individual to attend such meeting, including any adjournment thereof, as an observer. In addition, the Lenders' designees shall receive all written material disseminated to the Board of Directors in advance, during or following any meeting, whether or not the designee was in attendance. The Lenders' designees shall receive the same compensation as is paid to the members of the Board of Directors in connection with such designee's attendance of meetings of the Board of Directors.
Affirmative Covenants of the Company. The Company hereby covenants and agrees that, prior to the Closing Date, unless otherwise expressly contemplated by this Agreement or consented to in writing by Acquiror, the Company shall, and shall cause each Company Subsidiary to, (a) operate its business in the usual and ordinary course consistent with past practices; (b) use its commercially reasonable efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its respective principal officers and key employees and maintain its relationship with its respective principal customers and suppliers; (c) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted; (d) use its commercially reasonable efforts to keep in full force and effect insurance comparable in amount and scope of coverage to that currently maintained; (e) prepare and file all tax returns required to be filed in a timely manner, and in a manner consistent with prior years and applicable laws and regulations; (f) timely file with the Commission all reports required to be filed under the Exchange Act, which reports (including the unaudited interim financial statements included in such reports) shall comply with the Exchange Act, the rules and regulations promulgated thereunder and all applicable accounting requirements; (g) operate its business in accordance with the terms of its licenses, the Communications Act and the FCC rules and policies and in all material respects with all other applicable laws; (h) use its commercially reasonable efforts to maintain each Key Company Permit in effect until the applicable construction projects are complete except where (x) the loss of such Key Company Permit or pending Key Application would not, individually or in the aggregate, have a Company Material Adverse Effect or (y) the maintenance of any such Company Permit would require an expenditure which would be in violation Section 6.2(e); (i) use its commercially reasonable efforts to enforce its rights to have the transmissions to and from the Company Satellites and Major Stations be free from interference from other radio communications facilities (existing or proposed), to the extent that such interference is prohibited by FCC Rules or inconsistent with rights accorded the Company Satellites under the International Telecommunication Union's radio regulations and shall promptly n...
Affirmative Covenants of the Company. The Company hereby agrees that, so long as the Note remains outstanding and unpaid, or any other amount is owing to the Holder hereunder, the Company will:
Affirmative Covenants of the Company. The Company covenants and agrees that until the payment in full of this Note, the Company shall:
Affirmative Covenants of the Company. 4.1 At all times while any Principal or Interest on the Loan is outstanding, the Company will:
(a) maintain the properties and assets being the subject of the Securities in good repair;
(b) keep true records and books of account in which full, true and correct entries will be made in accordance with generally accepted accounting principles consistently applied throughout the period involved, and maintain adequate accounts and reserves for all taxes, including taxes on income and profits, all depreciation and amortization of his properties and assets and all such other reserves for contingencies as would normally be required in accordance with generally accepted accounting principles;
(c) permit any representative of the Lender to visit and inspect the properties charged by the Securities and to examine the Company’s books, records, leases and other documents relating thereto and to enquire from time to time as to particulars of any of the foregoing, all at such times and so often as may reasonably be requested; and
(d) forthwith upon request of the Lender execute and deliver to the Lender all such further and other mortgages, deeds, documents, matters, acts, things and insurances in law (collectively, the “Ancillary Items”) for the purpose of record or otherwise which the Lender may reasonably require to perfect the intentions and provisions of this Agreement; provided that the Company will not be obligated to execute and deliver any Ancillary Items where the execution and delivery of such Ancillary Items would breach the terms and conditions of any lease of real property existing on the date hereof to which the Company is a party.
Affirmative Covenants of the Company. The Company covenants and agrees with Financial Security that, at all times during the term of this Agreement:
