Certain Covenants of Company. Company covenants and agrees with Loan Trustee as follows:
Certain Covenants of Company. Company covenants and agrees with Loan Trustee as follows:
(a) On and after the Closing, Company will cause to be done, executed, acknowledged and delivered such further acts, conveyances and assurances as Loan Trustee reasonably requests for accomplishing the purposes of this Agreement and the other Operative Documents; provided that any instrument or other document so executed by Company will not expand any obligations or limit any rights of Company in respect of the transactions contemplated by the Operative Documents.
(b) Company, at its expense, will cause the Indenture (with the Indenture Supplement covering the Aircraft attached) to be promptly filed and recorded, or filed for recording, with the FAA to the extent permitted under the Transportation Code and the rules and regulations of the FAA thereunder.
(c) Company, at its expense, will take, or cause to be taken, such action with respect to the recording, filing, re-recording and refiling of the Indenture and any financing statements or other instruments as are necessary to maintain, so long as the Indenture is in effect, the perfection of the security interests created by the Indenture or will furnish Loan Trustee timely notice of the necessity of such action, together with such instruments, in execution form, and such other information as may be required to enable Loan Trustee to take such action. In addition, Company will pay any and all recording, stamp and other similar taxes payable in the United States, and in any other jurisdiction where the Aircraft is registered, in connection with the execution, delivery, recording, filing, re-recording and refiling of the Indenture or any such financing statements or other instruments. Company will notify Loan Trustee of any change in its jurisdiction of organization (as such term is used in Article 9 of the Uniform Commercial Code as in effect in the State of Delaware) promptly after making such change or in any event within the period of time necessary under applicable law to prevent the lapse of perfection (absent refiling) of financing statements filed under the Operative Documents.
(d) Company shall at all times maintain its corporate existence except as permitted by Subsection 6.02(e).
(e) Company shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person, unless:
(i) the successor or transferee entity shall, if and to the extent required under Section 1110 ...
Certain Covenants of Company. Company shall:
(a) give Secured Party 15 days' prior written notice of any change in Company's chief place of business, chief executive office or residence or the office where Company keeps its records regarding the Accounts and all originals of all chattel paper that evidence Accounts, prior to effectuating any change described in the preceding sentence, Company shall take or cause to be taken all actions deemed by Secured Party to be necessary or desirable to prevent any financing or continuation statement from becoming seriously misleading or rendered ineffective, or the security interests granted herein from becoming unperfected or the relative priority thereof otherwise impaired, as a result of such removal or change and, if reasonably requested by Secured Party, shall provide an opinion of nationally recognized counsel in form and substance reasonably satisfactory to Secured Party, describing such actions and confirming that such actions have been taken and are effective to prevent such results;
(b) maintain, or cause to be maintained, all items of the Collateral in good condition and repair, ordinary wear and tear excepted in the case of Equipment, and pay, or cause to be paid, the costs of repairs to or maintenance of that Collateral which is of a type that could be repaired or maintained;
(c) not use any Collateral in material violation of law or any applicable policy of insurance;
(d) pay or cause to be paid when due all taxes, assessments, and other charges relating to the Collateral or this Agreement and reimburse Secured Party for all reasonable costs of and reasonable fees incurred in connection with the filing of the documents and instruments referred to in Section 6(a) hereof; and
(e) furnish to Secured Party from time to time (but, unless an Event of Default (as defined in Section 6(b) below) shall have occurred and be continuing, no more frequently than quarterly) statements and schedules further identifying and describing the Intellectual Property Collateral and such other reports in connection with the Intellectual Property Collateral as Secured Party may reasonably request, all in reasonable detail.
Certain Covenants of Company. In the event of:
(a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or
(b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions by the Company in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail to each holder of a Warrant a notice specifying (i) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, dissolution, liquidation or winding-up is to take place and the time, if any such time is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be given at least 20 days prior to the date therein specified.
Certain Covenants of Company. Company shall:
(a) not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral;
(b) give Secured Party at least 10 days’ prior written notice of any change in Company’s name, identity or corporate structure;
(c) give Secured Party at least 10 days’ prior written notice of any reincorporation, reorganization or other action that results in a change of the jurisdiction of organization of Company; and
(d) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, services, materials and supplies) against, the Collateral except to the extent the validity thereof is being contested in good faith.
Certain Covenants of Company. The Company covenants and ---------------------------- agrees as follows:
Certain Covenants of Company. Company shall:
(a) not use or permit any Collateral to be used unlawfully or in violation any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral to the extent the same are reasonably anticipated to have a Material Adverse Effect;
(b) at its own cost and expense, with respect to each property that it leases, obtain, at Paul’s request, an agreement satisfactory to Xxxx with the landlord of such leased property, (i) subordinating such landlord’s lien in any Collateral to the security interest purported to be granted hereunder and (ii) granting access to such leased property;
(c) maintain insurance as provided in the Royalty Agreement;
(d) notify Xxxx of any change in its name, identity or corporate structure at least fifteen (15) days prior to such change;
(e) give Xxxx thirty (30) days’ prior written notice of any change in its chief place of business, chief executive office or residence or the office where Company keeps its records regarding the Collateral or a reincorporation, reorganization or other action that results in a change of the jurisdiction of organization of Company;
(f) pay promptly when due all taxes, assessments and governmental charges or levies imposed upon, and all claims against, the Collateral, except to the extent the validity thereof is being contested in good faith; provided, however, that Company shall in any event pay such taxes, assessments, charges, levies or claims not later than five (5) days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against Company or any of the Collateral as a result of the failure to make such payment;
(g) except for licenses of LFRP Intellectual Property and In-Licenses in effect on the date hereof, not suffer to exist any license, lease, contract or agreement to which it is a party forming part of or used in the LFRP that contains any provision that purports to prohibit Company from granting to Xxxx a security interest in any item of Collateral including any such license, lease, contract or agreement itself;
(h) comply with all of its obligations with respect to any personal property owned or leased by it and used in the LFRP, including capital leases, operating leases and purchase money indebtedness except to the extent non-compliance is not reasonably anticipated to have a Material Adverse Effect;
(i) from and after the date that the Duplicate Libraries are delivered to the location specified in Se...
Certain Covenants of Company. Company covenants and agrees in favor of Parent to (i) payoff all amounts owed pursuant to the Loan and Security Agreement by and between PSI and RBC Centura Bank, (ii) cause to be repaid in Parent Common Stock, out of the Aggregate Merger Consideration, all of the Senior Secured Promissory Notes Repayment Amount, and (iii) cause to be repaid in Parent Common Stock, out of the Aggregate Merger Consideration, all of the Senior Unsecured Promissory Notes Repayment Amount.
Certain Covenants of Company. Company shall:
(a) not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral;
(b) give Security Agent at least 30 days’ prior written notice of any change in Company’s name, identity or corporate structure; and
(c) give Security Agent at least 30 days’ prior written notice of any reincorporation, reorganization or other action that results in a change of the jurisdiction of organization of Company.
Certain Covenants of Company. The Company shall not waive, without the prior written consent of WCAS VII, any conditions precedent to its obligation to consummate the transactions contemplated by the Stock Purchase Agreement. The Company further acknowledges and agrees that WCAS VII has the unrestricted right to take unilateral action under the Stock Purchase Agreement, including, among other things, the termination of the Stock Purchase Agreement if the Closing Date has not occurred on or before June 14, 1996.
