Covenants of Pledgor Pledgor hereby covenants and agrees as follows:
4.1 Pledgor shall keep the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Breach of Agreement Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;
Covenants of Pledgor and Party C 6.1 During the term of this Agreement, Pledgor and Party C hereby jointly and severally covenant to the Pledgee:
6.1.1 Pledgor shall not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest or any portion thereof, without the prior written consent of Pledgee, except for the performance of the Transaction Documents;
6.1.2 Pledgor and Party C shall comply with the provisions of all laws and regulations applicable to the pledge of rights, and within five (5) days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee’s reasonable request or upon consent of Pledgee;
Breach of the Agreement The Beneficiary commits a material breach of its obligations under this Agreement;
Breach of Contract The failure of the Contractor to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event the County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract:
a) Terminate the Contract immediately, pursuant to Section K herein;
b) Afford the Contractor written notice of the breach and ten (10) calendar days or such shorter time that may be specified in this Contract within which to cure the breach;
c) Discontinue payment to the Contactor for and during the period in which the Contractor is in breach; and
d) Offset against any monies billed by the Contractor but yet unpaid by the County those monies disallowed pursuant to the above.
Agreement Not in Breach of Other Instruments The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any agreement or other instrument to which the Buyer is a party or by which it is bound, the Certificate of Formation and the Partnership Agreement, any judgment, decree, order or award of any court, governmental body or arbitrator by which the Buyer is bound, or any law, rule or regulation applicable to the Buyer which would have a material effect on the transactions contemplated hereby.
EVENTS CONSTITUTING MATERIAL BREACH OF AGREEMENT The Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions (each a “Material Breach”):
A. The Application, any Application Supplement, or any Application Amendment on which this Agreement is approved is determined to be inaccurate as to any material representation, information, or fact or is not complete as to any material fact or representation or such application;
B. The Applicant failed to complete Qualified Investment as required by Section 2.5.A. of this Agreement during the Qualifying Time Period;
C. The Applicant failed to create and maintain the number of New Qualifying Jobs required by the Act;
D. The Applicant failed to create and maintain the number of New Qualifying Jobs specified in Schedule C of the Application;
E. The Applicant failed to pay at least the average weekly wage of all jobs in the county in which the jobs are located for all New Non-Qualifying Jobs created by the Applicant;
F. The Applicant failed to provide payments to the District sufficient to protect future District revenues through payment of revenue offsets and other mechanisms as more fully described in Article IV of this Agreement;
G. The Applicant failed to provide the payments to the District that protect the District from the payment of extraordinary education-related expenses related to the project to the extent and in the amounts that the Applicant agreed to provide such payments in Article V of this Agreement;
H. The Applicant failed to provide the Supplemental Payments to the extent and in the amounts that the Applicant agreed to provide such Supplemental Payments in Article VI of this Agreement;
I. The Applicant failed to create and Maintain Viable Presence on or with the Qualified Property as more fully specified in Article VIII of this Agreement;
J. The Applicant failed to submit the reports required to be submitted by Section 8.2 to the satisfaction of the Comptroller;
K. The Applicant failed to provide the District or the Comptroller with all information reasonably necessary for the District or the Comptroller to determine whether the Applicant is in compliance with its obligations, including, but not limited to, any employment obligations which may arise under this Agreement;
L. The Applicant failed to allow authorized employees of the District, the Comptroller, the Appraisal District, or the State Auditor’s Office to have access to the Applicant’s Qualified Property or business records in order to inspect the project to determine compliance with the terms hereof or as necessary to properly appraise the Taxable Value of the Applicant’s Qualified Property under Sections 8.5 and 8.6;
M. The Applicant failed to comply with a request by the State Auditor’s office to review and audit the Applicant’s compliance with this Agreement;
N. The Applicant has made any payments to the District or to any other person or persons in any form for the payment or transfer of money or any other thing of value in recognition of, anticipation of, or consideration for this Agreement for limitation on Appraised Value made pursuant to Chapter 313 of the TEXAS TAX CODE, in excess of the amounts set forth in Articles IV, V and VI of this Agreement;
O. The Applicant failed to comply with the conditions included in the certificate for limitation issued by the Comptroller.
Breach of Amendment This Amendment shall be part of the Loan Agreement and a breach of any representation, warranty or covenant herein shall constitute an Event of Default.
Material Breach of Contract In the event Contractor fails to deliver the product and services as contracted for herein, to the satisfaction of the City of Sparks or otherwise fails to perform any provisions of this Contract, the City, after providing five (5) days written notice and Contractor’s failure to cure such breach within the time specified in the notice, may without waiving any other remedy, make good the deficiencies and deduct the actual cost of providing alternative products and/or services from payment due the Contractor. Non-performance after the first notice of non-performance shall be considered a material breach of contract.
NO BREACH OF CONTRACT The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound, except for agreements entered into by and between the Executive and any member of the Group pursuant to applicable law, if any; (ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his duties hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.
