AGREEMENTS OF DEBTOR Sample Clauses

AGREEMENTS OF DEBTOR. From and after the date of this Security Agreement, and until all of the Obligations are paid in full, Debtor shall:

AGREEMENTS OF DEBTOR. Debtor hereby agrees with Secured Party as follows:

AGREEMENTS OF DEBTOR. (a) Debtor, at Secured Party’s request, at any time and from time to time, shall execute and deliver to Secured Party such financing statements, amendments and any other documents, including Instruments, and do such acts as Secured Party deems necessary in order to establish and maintain valid, attached and perfected security interests in the Collateral in favor of Secured Party, free and clear of all Liens and claims and rights of third parties whatsoever except Permitted Liens. Debtor hereby irrevocably authorizes Secured Party at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (i) indicate the Collateral (A) as “the Collateral described in the Security Agreement” or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contain any other information required by Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including, without limitation, whether Debtor is an organization, the Type of Organization and the Organization ID Number issued to Debtor. Debtor further ratifies and affirms its authorization for any financing statements and/or amendments thereto that Secured Party has filed in any jurisdiction prior to the date of this Agreement relating to the Collateral. (b) During the term of this Agreement, Xxxxxx agrees to: (i) keep all of the Collateral (other than with respect to Goods in transit between facilities or sales or leases of Inventory in the ordinary course of business or the sale or lease of other Collateral to the extent permitted by the Loan Agreement) at, and will not maintain any place of business at any location other than, its address(es) shown on Schedule B hereto or at such other addresses of which Debtor shall have given Secured Party not less than thirty (30) days’ prior written notice; provided, however, that Debtor at any time may keep its Inventory at the addresses of its third-party vendors; (ii) keep its records concerning the Accounts Receivables in such a manner as will enable Secured Party or its designees to determine at any time the status of the Accounts Receivables Collate...

AGREEMENTS OF DEBTOR. Debtor covenants and agrees with Secured Party, for the benefit of the Secured Creditors, as follows:

AGREEMENTS OF DEBTOR. Debtor agrees that: (a) Debtor shall not cause or permit any lien, security interest or encumbrance to be placed on any Collateral (other than Permitted Liens), except in favor of Secured Party and Debtor shall not sell, assign or transfer any Collateral or permit any Collateral to be transferred by operation of law, except for any intellectual property assigned to Subsidiary, as permitted under the Note and sales of inventory in the ordinary course of Debtor’s business. A sale in the ordinary course of business does not include a transfer in partial or complete satisfaction of a debt. (b) Debtor shall maintain all records concerning the Collateral at Debtor’s chief executive office. (c) Debtor shall furnish to Secured Party all information regarding the Collateral that Secured Party from time to time reasonably requests and shall allow Secured Party at any reasonable time to inspect the Collateral and Debtor’s records regarding the Collateral. (d) Debtor shall sign, file, record or obtain from third persons all subordination agreements and other documents, and shall take all other actions, that Secured Party reasonably considers necessary or appropriate to perfect, to continue perfection of, or to maintain first priority (except with respect to Permitted Liens) of, Secured Party’s security interest in the Collateral and Debtor shall place upon the Collateral and/or documents evidencing the Collateral any notice of Secured Party’s security interest that Secured Party from time to time reasonably requires. Actions that Secured Party may require Debtor to take under the preceding sentence include, without limitation, (1) obtaining from any third party who has possession of Collateral an acknowledgment that the third party holds the Collateral for Secured Party and (2) obtaining agreements from banks, securities intermediaries, issuers of letters of credit and others, and taking all other actions reasonably requested by Secured Party, to give Secured Party control of any part of the Collateral consisting of investment property, deposit accounts, letter of credit rights or electronic chattel paper. (e) Debtor shall immediately notify Secured Party in writing of any change in Debtor’s name, identity or organizational structure, and of any change in the location of Debtor’s place of business and of the location of each additional place of business that Debtor establishes. Debtor shall not make a change in its name or its organizational structure or in the jurisd...

AGREEMENTS OF DEBTOR. From and after the date of this Security Agreement, and until all of the Obligations are paid in full, Debtor shall: (a) Not sell, lease, transfer or otherwise dispose of Collateral or any interest therein, except as provided for in the Note Purchase Agreement and for sales of Inventory in the ordinary course of business. (b) At the expense of the Debtor, take such actions and execute such financing statements and other documents as the Collateral Agent may from time to time request to maintain the perfected status of the Security Interest. (c) Take any other action reasonably requested by the Collateral Agent to ensure the attachment, perfection of, and the ability of Collateral Agent to enforce the security interest in any and all of the Collateral including, without limitation executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that the Debtor’s signature thereon is required therefor. (d) Keep the Collateral consisting of tangible personal property insured against loss or damage to the Collateral under a policy or policies covering such risks as are ordinarily insured against by similar businesses. (e) Provide at least 10 days prior written notice to Collateral Agent prior to changing its name or its place of business.

AGREEMENTS OF DEBTOR. Debtor (a) will deliver such financing statements (and hereby authorizes Secured Party to file any financing statement as Secured Party deems necessary to perfect its security interest in the Collateral) and, upon request of the Secured Party, other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Secured Party) and do such other acts and things all as the Secured Party may from time to time request to establish and maintain a valid security interest in the Collateral to secure the payment of the Obligations; (b) will keep its Records concerning the Collateral in such a manner as will enable the Secured Party or its designees to determine at any time the status of the Collateral; (c) will furnish to the Secured Party such information concerning Debtor and the Collateral as the Secured Party may from time to time reasonably request; (d) will permit the Secured Party and their designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours to inspect Debtor’s Collateral, and to inspect and audit all Records and other papers in the possession of Debtor pertaining to the Collateral, and will, upon request of the Secured Party during the existence of a Default, deliver to the Secured Party all of such Records and papers; (e) will promptly pay when due all material license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Collateral; (f) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (g) will keep all of the tangible Collateral in the United States of America; (h) will reimburse the Secured Party for all expenses, including reasonable attorney’s fees and charges, incurred by the Secured Party in seeking to collect or enforce any rights in respect of Debtor’s Collateral; and (i) will not change its Jurisdiction of Organization from that which is in effect on the date hereof without ten (10) days’ prior written notice to Secured Party.

AGREEMENTS OF DEBTOR. 1. Debtor will: take adequate care of the Collateral; insure the Collateral for such hazards and in such amounts as Creditor directs, with policies and coverages satisfactory to Creditor; pay all costs necessary to obtain, preserve, and enforce this security interest, collect the Obligation and preserve the Collateral, including (but not limited to) taxes, assessments, insurance premiums, repairs, reasonable attorneys' fees and legal expenses, rent, storage costs, and expenses of sale; furnish Creditor with any information on the Collateral requested by Creditor; allow Creditor to inspect the Collateral, and inspect and copy all records relating to the Collateral and the Obligation; sign any papers furnished by Creditor which are necessary to obtain and maintain this security interest, including but not limited to executing Joint Escrow Instructions appointing Xxxx Xxxx Xxxx & Freidenrich as agent with respect to Debtor's Stock Options as security, executing and filing a form UCC-1 Financing Statement with the 6 California Secretary of State, appropriate deeds of trust with the county of Santa Xxxxx or elsewhere as Creditor may deem appropriate to perfect its security interest; perfect a security interest (using a method satisfactory to Creditor) in goods covered by chattel paper which is part of the Collateral; notify Creditor of any change occurring in or to the Collateral, or in any fact or circumstance warranted or represented by Debtor in this Agreement or furnished to Creditor, or if any Event of Default occurs. 2. For so long as Creditor has as Collateral Debtor's Stock Options Debtor will not, without Creditor's prior written consent exercise in any period more than fifty percent (50%) of the number of Stock Options which vested in such period. 3. Debtor warrants: except for the first deed of trust which will be perfected on the Land and Residence by GMAC Mortgage Corporation, no financing statement, deed of trust or notice of security interest has been filed with respect to the Collateral, other than relating to this security interest; Debtor is absolute owner of the Collateral, and it is not encumbered other than by this security interest (and the same will be true of Collateral acquired hereafter when acquired); all account debtors and obligors, whose obligations are part of the Collateral, are to the extent permitted by law prevented from asserting against Creditor any claims or defenses they have against sellers.

AGREEMENTS OF DEBTOR. Debtor agrees that: (a) Debtor must not sell, lease, transfer or assign Collateral or an interest in Collateral or permit Collateral to be transferred by operation of law. (b) Debtor must pay promptly when due all taxes and assessments upon the Collateral or for its use or ownership. (c) Debtor must furnish to Secured Party all information regarding the Collateral that Secured Party requests and must allow Secured Party at any reasonable time to inspect Debtor’s records regarding the Collateral. (d) Debtor must immediately notify Secured Party in writing of a change in Debtor’s name, identity or corporate structure and of a change in the location of Debtor’s chief executive office.

AGREEMENTS OF DEBTOR. Debtor agrees with Agent that: (a) Debtor shall not sell, assign, encumber, or otherwise dispose of any of Debtor's rights in the New Collateral; (b) Debtor shall not withdraw funds from the Account without Agent's prior written consent; (c) Debtor shall strictly and promptly do everything required of Debtor under the terms, conditions, promises, and agreements contained in or relating to the New Collateral; (d) Debtor shall deliver to Agent, upon Agent's request, all certificates, instruments or other writings representing or evidencing the Other Cash Collateral as set forth on Schedule 2(b); and (e) any and all replacement or renewal certificates, instruments, or other benefits or proceeds related to the New Collateral that are received by Debtor shall be held by Debtor in trust for Agent and immediately shall be delivered by Debtor to Agent to be held as part of the New Collateral. In addition, Debtor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as Agent may from time to time request to better assure, preserve, protect and perfect the security interest of Agent in the New Collateral and the rights and remedies of Agent hereunder.