Borrower Covenant. By its execution of this Agreement, the applicable Borrower hereby covenants to deliver or cause to be delivered all legal opinions and other documents reasonably requested by the Administrative Agent, as applicable, in connection with this Agreement.
Borrower Covenant. The Borrower warrants to the Lender that the Borrower is the legal owner of the Property and has the right to grant and convey it. The Borrower also warrants that the Property is free of all encumbrances except for encumbrances of record.
Borrower Covenant. By its execution of this Agreement, Borrower hereby covenants to make any payments required pursuant to Section 2.18(c) of the Credit Agreement in connection with the New Revolving Loan Commitments.
Borrower Covenant. Notwithstanding any other provision of this Agreement, Borrower hereby covenants and agrees with each Lender that from and after the date of this Agreement until the Payment in Full of the Obligations, unless the Required Lenders shall otherwise consent in writing:
(a) it shall not own or acquire any material assets (other than cash and cash equivalents) or engage in any material business or activity other than (i) the ownership of Equity Interests in its Subsidiaries (whensoever acquired) and activities incidental thereto, (ii) the maintenance of its corporate existence and activities incidental thereto, including general and corporate overhead, (iii) activities required to comply with applicable laws, (iv) the receipt of, or the making of, Restricted Payments, in each case, to the extent not prohibited by Section 6.01, (v) compliance with its obligations under the Loan Documents, (vi) activities incidental to legal, tax and accounting matters in connection with any of the foregoing activities, including without limitation the provision of management services to its Subsidiaries, entering into confidentiality agreements, and maintaining insurance, (vii) ordinary course intercompany transactions consistent with past practice that are permitted under this Agreement not prohibited by paragraph (d) below; (viii) the creation, incurrence, assumption or existence of any Indebtedness or other liabilities not prohibited by paragraph (b) or (c) below;
(b) it shall not create, incur, assume or otherwise be liable for any Indebtedness except (i) Indebtedness under the Loan Documents, (ii) any Guarantee of third-party Indebtedness of any of its Subsidiaries permitted under Section 6.01 that the Required Lenders have consented to in writing (which may be via e-mail), and (iii) ordinary course intercompany transactions permitted under this Agreement;
(c) it shall not create, incur, assume or permit to exist any Lien other than Liens created under the Loan Documents and Liens arising under law; and
(d) it shall not, nor will it permit any of its Subsidiaries to, (i) sell, transfer, distribute, dividend or otherwise dispose of any Equity Interest in any such Subsidiary or (ii) consummate an Asset Sale constituting all or substantially all, or a material portion of, the assets of the any such Subsidiary to any Person other than to the Borrower or a Subsidiary thereof unless the net proceeds of such sale, transfer or other disposition shall be reinvested in the Borrower an...
Borrower Covenant. By its execution of this Incremental Amendment, the Borrower hereby covenants and agrees that the proceeds of the Term B-3 Loans shall be used by Borrower to (i) pay fees and expenses related to the Incremental Amendment and the Term B-3 Loans and (ii) refinance in full the Term B-1 Loans outstanding on the Term B-3 Effective Date and (iii) to partially redeem or otherwise refinance 2014 Subordinated Notes with any excess proceeds thereof.
Borrower Covenant. Promptly upon receipt, the Borrower hereby acknowledges and agrees to deposit the Transaction Proceeds less cash in the aggregate amount of $10,000,000 (such aggregate amount, the “Excluded Amount”) into a segregated deposit account (the “Segregated Account”) in the name of the Borrower and not to withdraw such portion of the Transaction Proceeds from such account or invest, expend or use such Transaction Proceeds in any manner without obtaining the prior written consent of the Required Lenders and Required Revolving Lenders. Subject to the Intercreditor Agreement, the Borrower hereby agrees to use commercially reasonable efforts to enter into (as soon as reasonably practicable, but in no event later than 30 days, after the date hereof) a Deposit Account Control Agreement with the Administrative Agent (for the benefit of the Lenders) and the applicable deposit bank with respect to the Segregated Account. For the avoidance of doubt, the undersigned Lenders hereby acknowledge and agree that the Borrower shall be permitted to invest, expend or use the Excluded Amount as determined by the Borrower in its sole discretion.
Borrower Covenant. The Borrower shall, within 30 days after the date hereof, provide the Agents with:
Borrower Covenant. Borrower covenants and agrees that Bank may debit any of Borrower’s deposit accounts maintained with Bank to pay Bank (a) a fully-earned, non-refundable amendment fee in the amount of $5,000 (to be paid on or prior to August 11, 2004) and (b) all Bank Expenses (including all reasonable attorneys’ fees and reasonable expenses) incurred through the date of this Amendment (to be paid on or prior to thirty (30) days from the date hereof).
Borrower Covenant. Borrowers agree not to amend the Meda APA or any of the Meda Transaction Documents without the prior written consent of Agent.
Borrower Covenant. Borrower hereby agrees to not sell, transfer, assign, mortgage, pledge, lease or grant a security interest in, or encumber any of Borrower’s Intellectual Property (an “IP Encumbrance”), provided that Borrower may (i) grant non-exclusive licenses of Intellectual Property granted to third parties in the ordinary course of business, and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States and (ii) abandon Intellectual Property rights in the ordinary course of business to the extent such rights are unnecessary for use in, and not material to the conduct of, its business. Borrower shall not enter into any covenant with any other Person that prohibits an IP Encumbrance other than customary restrictions on assignment entered into in the ordinary course of business. If Borrower grants a security interest in Borrower’s Intellectual Property to any Person in violation of this Section 3.6(a), in addition to constituting an Event of Default, Borrower shall be deemed to have granted to Lender a security interest in Borrower’s Intellectual Property to the same extent that such Person has been granted a security interest in such Intellectual Property.
