Affirmative Covenants of the Sellers. Each Seller covenants and agrees that, unless otherwise consented to by the Purchaser, from and after the Closing Date and until the earlier of the Redemption Date or the Class C Maturity Date:
Affirmative Covenants of the Sellers. Each Seller covenants and agrees that, unless otherwise consented to by the Purchaser, from and after the Closing Date:
Affirmative Covenants of the Sellers. From the date hereof until the Collection Date, each Seller hereby covenants and agrees as follows:
Affirmative Covenants of the Sellers. Except as otherwise contemplated by this Agreement, between the date hereof and the Closing, unless the Purchaser Parent otherwise agrees in writing, Seller Parent shall and shall cause each other Seller and each Subsidiary to:
(a) conduct the Business only in the Ordinary Course of Business;
(b) keep in full force and effect all material contracts, rights, franchises, and intellectual property relating or pertaining to the Business and use its reasonable Best Efforts to cause its current insurance (or reinsurance) policies not to be canceled or terminated or any of the coverage thereunder to lapse;
(c) carry on the Business in the same manner as presently conducted and to keep intact the business organization and properties relating to the Business, including its present business operations, physical facilities, working conditions, and employees and including the Sellers’ present relationships with lessors, licensors, suppliers, customers, and others having business relations with the Sellers;
(d) maintain the Purchased Assets in good repair, order, and condition (normal wear and tear excepted) consistent with current needs, replace in the Ordinary Course of Business the Sellers’ inoperable, worn out, or obsolete assets with assets of good quality consistent with prudent practices and current needs and, in the event of a casualty, loss, or damage to any of such Purchased Assets before the Closing Date, whether or not the Sellers are insured, either repair or replace such damaged property or use the proceeds of such insurance in such other manner as mutually agreed upon by the Seller Parent and the Purchaser Parent;
(e) maintain its books, accounts, and records relating to the Business in accordance with GAAP, consistent with the custom and practice as used in the preparation of the Seller Financial Statements (as hereinafter defined);
(f) encourage its employees set forth on Schedule 4.2(f) who receive offer letters to continue their employment with the Business after the Closing; and
(g) cooperate with the Purchaser Parent in the Purchaser Parent’s investigation of the Business, to permit the Purchaser Parent and its employees, agents, accounting, legal, and other authorized representatives who agree to be bound by confidentiality agreements acceptable to the Seller Parent upon reasonable advance notice to Seller Parent and at the sole cost and expense of Purchaser Parent to (i) have full access to the employees, premises, books, and records including fi...
Affirmative Covenants of the Sellers. From the date hereof until the Final Payout Date, each Seller shall:
Affirmative Covenants of the Sellers. For so long as this Agreement is in effect:
Affirmative Covenants of the Sellers. At all times from the Restatement Date until the Final Payout Date, the Sellers shall, unless Administrative Agent and the Majority Group Agents shall otherwise consent in writing:
Affirmative Covenants of the Sellers. Each Seller covenants that, until the Purchase Termination Date shall have occurred with respect to such Seller and there are no amounts outstanding with respect to the Purchased Receivables previously sold by such Seller to the Company (other than Charged-off Receivables):
(a) PRESERVATION OF CORPORATE EXISTENCE AND NAME. Such Seller will preserve and maintain in all material respects its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification could have a Material Adverse Effect with respect to such Seller.
Affirmative Covenants of the Sellers. Except as otherwise consented to by the Buyer, each Seller covenants, jointly and severally, that, throughout the period commencing on the date hereof and ending on the Closing Date, FCES will:
Affirmative Covenants of the Sellers. From the Initial Purchase Date until the first day following the Facility Termination Date on which all of the Transferred Receivables are either collected in full or become Defaulted Receivables, each Seller will, unless the Purchaser shall otherwise consent in writing:
(a) Compliance with Laws, Etc. Comply in all material respects with all applicable laws, rules, regulations and orders with respect to the Receivables and related Contracts.
