AGREEMENTS OF PLEDGOR Sample Clauses

AGREEMENTS OF PLEDGOR. Until the Indebtedness is paid and performed in full, Pledgor covenants and agrees with Secured Party as follows: (a) Pledgor shall furnish or cause to be furnished to Secured Party from time to time, at the request of Secured Party, such information concerning Pledgor or the Company as Secured Party may reasonably request; (b) Except for the Permitted Indebtedness, Pledgor shall not, as to itself, and shall not authorize or permit the Company to, make any loans to members of Pledgor or to set aside any funds for any such purpose; (c) Except for the Permitted Indebtedness, Pledgor shall not authorize or permit the Company to create any mortgage, pledge, title retention lien, or other Lien or incur any indebtedness (directly or as a guarantor) or any Lien with respect to any assets now owned or hereafter acquired by Company, or to take or fail to take any other action whatsoever, in contravention of Section 5 of this Agreement or otherwise inconsistent with the terms and provisions of the Notes, the Loan Agreement, this Agreement or any of the other Loan Documents; (d) Pledgor shall not, and shall not authorize or permit the Company to, in any manner further encumber, sell, transfer or convey, or permit to be further encumbered, sold, transferred or conveyed in any manner, the Collateral other than in compliance with Section 2.6(b) of the Loan Agreement; (e) Pledgor shall not consent to or authorize any action by Company with respect to entering into any merger or consolidation with any corporation or other person or party, or changing the character of its business, or adding any additional members to Company; (f) Pledgor shall take any steps necessary to prevent Company from doing any act or thing prohibited pursuant to this Section or which would otherwise be in contravention of any representation, warranty, term, covenant or provision set forth in the Loan Agreement or any of the other Loan Documents.
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AGREEMENTS OF PLEDGOR. Until the Obligations are performed in full, Pledgor covenants and agrees with the Lender not to permit Borrower, while equity interests in Borrower have been pledged pursuant to this Agreement, to elect to have such equity interests treated as securities governed by Article 8 of the Uniform Commercial Code. The representations and warranties set forth in this Section 3 shall survive the execution and delivery of this Agreement.
Sample 1
AGREEMENTS OF PLEDGOR. Pledgor represents, warrants and agrees that: (iv) Any and all monies received by Pledgor in respect of the Pledged Property (including, without limitation, all principal or interest payments on the Escalade Note or in respect thereof) shall be paid by Pledgor to the Bank upon receipt by Pledgor; (v) Upon the request of the Bank, Pledgor shall execute and deliver such financing statements, blanket endorsements and other documents and instruments as may be reasonably requested by the Bank to perfect, preserve and protect the pledge and security interest made and granted pursuant to this Agreement; (vi) Pledgor shall not create, assume or incur any Lien on the Pledged Property or any part thereof except those Liens created or authorized by this Agreement and the Agreement; and (vii) Pledgor simultaneously with its execution and delivery of this Agreement is also delivering to the Bank possession of the Escalade Note, to the end that Bank's interests as pledgee thereof may be perfected, and Pledgor agrees that the Bank shall continue to possess and hold the Escalade Note until all Obligations have been finally paid and satisfied in full and the Bank shall have no further obligation to make Advances under the Credit Agreement.
Sample 1
AGREEMENTS OF PLEDGOR. Pledgor covenants and agrees that, until the satisfaction of all of its obligations under the terms of this Agreement and the Documents, it will: (a) within 10 business days after request of Secured Parties, execute and deliver to Secured Parties such Uniform Commercial Code financing statements and other documents (and pay the cost of filing or recording the same or this Agreement in all public offices deemed necessary or appropriate by Secured Parties) and do such other acts and things, all as Secured Parties may from time to time request, to establish and maintain a valid, perfected security interest in the Collateral to secure the performance and payment of the Liabilities; (b) within 20 business days after Secured Parties' request therefor, furnish Secured Parties such information concerning Pledgor and the Collateral as Secured Parties may from time to time reasonably request; (c) within 20 business days after Secured Parties' request therefor, permit Secured Parties and their designees to inspect, audit and make copies of and extracts from all records and all other papers in the possession of Pledgor that pertain to the Collateral and, within 20 business days after request of Secured Parties, deliver to Secured Parties all of such records and papers that pertain to the Collateral; (d) without the prior written consent of Secured Parties, not sell, lease, assign, create or permit to exist any encumbrance on any Collateral to or in favor of anyone other than Secured Parties or as set forth herein; (e) comply with all laws, rules and regulations relating to, and promptly pay when due all license fees, registration fees, taxes, assessments and other charges that may be levied upon or assessed against, the ownership, operation, possession, maintenance or use of its equipment and other goods (as applicable) and will not relinquish or terminate any rights, qualifications, licenses or permits that would materially and adversely affect its financial condition or business; provided, however, that Pledgor shall not be required to comply with any such law, rule or regulation, or to pay any such fee, tax, assessment or other charge, the validity of which is being contested by Pledgor in good faith by appropriate proceedings, so long as forfeiture of any part of its equipment or other goods will not result from the failure of Pledgor to comply with any such law, rule or regulation, or to pay any such fee, tax, assessment or other charge, during the period of such...
Sample 1

Related to AGREEMENTS OF PLEDGOR

  • Assignments of Agreements No assignment of Agreement may be made without the prior written approval of TIPS. Payment can only be made to the awarded Vendor or vendor assigned dealer.

  • Further Agreements of the Parties Each of the Enterprise Parties covenants and agrees with the Underwriters:

  • Certain Agreements on Receivables Such Grantor will not make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the original amount thereof, except that, prior to the occurrence of an Event of Default, such Grantor may reduce the amount of Accounts arising from the sale of Inventory in accordance with its present policies and in the ordinary course of business.

  • Assignment of Agreements Each applicable Borrower shall have executed and delivered to Lender the Assignments of Agreements, and the Assignments of Agreements shall, to the extent prudent pursuant to local practice, have been irrevocably delivered to an authorized title agent for the Title Insurer for such recordation in the appropriate filing offices in the jurisdiction in which the applicable Individual Property is located.

  • OTHER AGREEMENTS, ETC It is understood that any of the shareholders, Trustees, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Manager, and in any person controlled by or under common control with the Manager, and that the Manager and any person controlled by or under common control with the Manager may have an interest in the Fund. It is also understood that the Manager and any person controlled by or under common control with the Manager may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

  • Agreements, Etc Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

  • Compliance with Other Agreements Employee represents and warrants that the execution of this Agreement by him and his performance of his obligations hereunder will not conflict with, result in the breach of any provision of or the termination of or constitute a default under any agreement to which Employee is a party or by which Employee is or may be bound.

  • Guaranty Agreements Any Guaranty Agreement or any provision thereof shall for any reason cease to be in full force and effect or valid and binding on or enforceable against any Credit Party or a Credit Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Credit Party shall fail to perform any of its obligations thereunder; or

  • Compliance with Other Instruments, etc The Servicer is not in violation of any term of its certificate of incorporation or by-laws. The execution, delivery and performance by the Servicer of the Transaction Documents to which it is a party do not and will not (i) conflict with or violate the organizational documents of the Servicer, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any Lien on any of the properties or assets of the Servicer pursuant to the terms of any instrument or agreement to which the Servicer is a party or by which it is bound where such conflict would have a material adverse effect on the Servicer’s activities or its ability to perform its obligations under the Transaction Documents or (iii) require any consent of or other action by any trustee or any creditor of, any lessor to or any investor in the Servicer.

  • Guaranty Provisions (a) In consideration of loans, advances or disbursements heretofore or hereafter granted by CoBank to the Borrowers pursuant to the CoBank Loan Agreement or otherwise and for other good and valuable consideration, the adequacy, sufficiency and receipt of which are hereby acknowledged, Guarantor hereby absolutely, unconditionally, irrevocably, completely and immediately guarantees the prompt payment of, when due, whether by acceleration or Continuing Guaranty/Knology Broadband, Inc. Loan No. ML0883T1 otherwise, and the prompt payment and performance of the CoBank Loan Agreement Obligations, subject to the provisions set forth herein. The liability of Guarantor hereunder shall not be reduced as a result of amounts collected pursuant to any other guaranty, but shall be determined with reference to the amount of CoBank Loan Agreement Obligations prior to collection from any party other than the Borrowers; (b) Subject to the provisions set forth herein, Guarantor further agrees to pay to CoBank, upon demand, (i) all losses and reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred in attempting to cause the CoBank Loan Agreement Obligations to be paid, performed or otherwise satisfied or in attempting to protect or preserve any property, personal or real, securing the CoBank Loan Agreement Obligations and (ii) all losses and reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred in enforcing or endeavoring to enforce this Guaranty and any other CoBank Loan Document to which Guarantor is a party or in attempting to protect or preserve property pledged under any CoBank Loan Document to which Guarantor is a party; (c) Subject to the provisions set forth herein, Guarantor expressly guarantees, within its maximum liability hereunder, any sum or sums which become due and owing to CoBank as a result of any order of a bankruptcy court which requires CoBank to turn over moneys paid by the Borrowers, Guarantor or any other person to CoBank on account of the CoBank Loan Agreement Obligations; (d) Guarantor assents to all terms and agreements heretofore or hereafter made by the Borrowers, any of their subsidiaries or any other guarantor of the Borrowers with CoBank; (e) Guarantor hereby consents to the following and agrees that its liability will not be affected or impaired by (i) the exchange, release or surrender of any collateral to the Borrowers or any other person, including any other guarantor, pledgor or grantor, or the waiver, release or subordination of any security interest, in whole or in part; (ii) the waiver or delay in the exercise of any of CoBank's rights or remedies against the Borrowers or any other person, including any other guarantor; (iii) the release of the Borrowers or any other person, including any other person guaranteeing any portion of the CoBank Loan Agreement Obligations; (iv) the renewal, extension or modification of the terms of any of the CoBank Loan Agreement Obligations or any instrument or agreement evidencing the same; (f) Guarantor waives acceptance hereof, notice of acceptance hereof, and notice of acceleration of and intention to accelerate the CoBank Loan Agreement Obligations, and waives presentment, demand, protest, notice of dishonor, notice of default, notice of nonpayment or protest in relation to any instrument evidencing any of the CoBank Loan Agreement Obligations, and any other demands and notices required by law except as such waiver may be expressly prohibited by law; (g) This is a guaranty of payment and performance and not of collection. Subject to the provisions set forth herein, the liability of Guarantor under this Guaranty shall be absolute, unconditional, direct, complete and immediate and shall not be contingent upon the pursuit of Continuing Guaranty/Knology Broadband, Inc. Loan No. ML0883T1 any remedies against the Borrowers or any other guarantor or person, nor against any security or lien available to CoBank, its successors, successors-in-title, endorsees or assigns. Guarantor waives any right to require that an action be brought against the Borrowers or any other person or to require that resort be had to any security. In the event of a default under the CoBank Loan Documents, or any of them, CoBank shall have the right to enforce its rights, powers and remedies under any of the CoBank Loan Documents, in any order, and all rights, powers and remedies available to CoBank in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder (including, without limitation, under the Companion Guaranty) or hereunder or by law or in equity. Accordingly, Guarantor hereby authorizes and empowers CoBank upon acceleration of the maturity of the Note or any other CoBank Loan Agreement Obligation, at its sole discretion, and without notice to Guarantor, to exercise any right or remedy which CoBank may have or any right or remedy hereinafter granted which CoBank may have as to any security, subject to the provisions set forth herein. Guarantor expressly waives any right to require any action on the part of CoBank to proceed to collect amounts due under the Note or any other CoBank Loan Agreement Obligation; (h) Until the CoBank Loan Agreement Obligations are paid in full, Guarantor hereby subordinates any and all indebtedness of any Borrower now or hereafter owed to Guarantor to all CoBank Loan Agreement Obligations of the Borrowers to CoBank, and agrees with CoBank that, from and after the occurrence of a default or event of default under any of the CoBank Loan Documents and for so long as such default or event of default exists, Guarantor shall not demand or accept any payment of principal or interest from the Borrowers, shall not claim any offset or other reduction of Guarantor's liability hereunder because of any such indebtedness and shall not take any action to obtain any of the security for the CoBank Loan Agreement Obligations; provided, however, that, if CoBank so requests, such indebtedness shall be collected, enforced and received by Guarantor as trustee for CoBank and be paid over to CoBank on account of the CoBank Loan Agreement Obligations of the Borrowers to CoBank, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty; (i) Guarantor hereby authorizes CoBank, without notice to Guarantor, to apply all payments and credits received from the Borrowers or from any guarantor or realized from any security in such manner and in such priority as CoBank in its sole judgment shall see fit to the CoBank Loan Agreement Obligations which are the subject of this Guaranty; (j) The liability of Guarantor under this Guaranty shall not in any manner be affected by reason of any action taken or not taken by CoBank, which action or inaction is consented and agreed to by Guarantor, nor by the partial or complete unenforceability or invalidity of any other guaranty (including, without limitation, under the Companion Guaranty) or surety agreement, pledge, assignment, or other security for any of the CoBank Loan Agreement Obligations. No delay in making demand on Guarantor for satisfaction of its liability hereunder shall prejudice CoBank's right to enforce such satisfaction. All of CoBank's rights and remedies shall be cumulative and any failure of CoBank to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time, and from time to time, thereafter; Continuing Guaranty/Knology Broadband, Inc. Loan No. ML0883T1 (k) This Guaranty shall be a continuing one and shall be binding upon Guarantor regardless of how long before or after the date hereof the CoBank Loan Agreement Obligations are incurred. This Guaranty shall remain in full force and effect until a written instrument of termination shall be executed and delivered by a duly authorized officer of CoBank. CoBank will only be obligated to execute such an instrument of termination if: (i) all CoBank Loan Agreement Obligations have been paid in full and (ii) CoBank has no further commitment or obligation to extend credit to the Borrowers. If so terminated, this Guaranty and Guarantor's obligations hereunder shall be automatically reinstated if at any time payment in whole or in part of any of the CoBank Loan Agreement Obligations is rescinded or restored to the Borrowers or other payor, or must be paid to any other person, upon the insolvency, bankruptcy, liquidation, dissolution or reorganization of the Borrowers or other payor, all as though such payment has not been made; and (l) Until the CoBank Loan Agreement Obligations are paid finally and in full, or this Guaranty is released as provided herein, Guarantor hereby irrevocably waives any and all rights it may have to enforce any of CoBank's rights or remedies or participate in any security now or hereafter held by CoBank, and any and all such other rights of subrogation, reimbursement, contribution or indemnification against the Borrowers or any other person having any manner of liability for the Borrowers' obligations to CoBank, whether or not arising hereunder, by agreement, at law or in equity.

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