CERTAIN COVENANTS OF GRANTOR. Grantor 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) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change; (c) give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business or chief executive office or the office where Grantor keeps its records regarding the Collateral; (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, materials and supplies) against, the Collateral, except to the extent permitted under the Credit Agreement; (e) not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, except as permitted by the Credit Agreement; (f) except for Permitted Trademark Liens and the security interest assigned and created by this Agreement, not create or suffer to exist any Lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any Person; (g) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of business; (h) not permit the inclusion in any contract to which it becomes a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated Goodwill; (i) take all steps necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents; (j) use proper statutory notice in connection with its use of each Material Trademark Property to the extent reasonably necessary for the protection of such Material Trademark Property; (k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its merchandising operations; and (l) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereof, the ability of Grantor or Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereof.
Appears in 2 contracts
Samples: Subsidiary Trademark Security Agreement (Diamond Brands Operating Corp), Trademark Security Agreement (Diamond Brands Operating Corp)
CERTAIN COVENANTS OF GRANTOR. Grantor 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) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business or chief executive office or the office where Grantor keeps its records regarding the Collateral;
(d) to the extent required under the Credit Agreement, pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent permitted the validity thereof is being contested in good faith; provided that Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgement, writ or warrant of attachment entered or filed against Grantor or any of the Credit AgreementCollateral as a result of the failure to make such payment;
(e) not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, Collateral except as permitted by the Credit Agreement;
(f) except for the interests disclosed in Schedule B annexed hereto, Permitted Trademark Liens Liens, Permitted Encumbrances and the security interest assigned and created by this Agreement, not create or suffer to exist any Lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any Person;
(g) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of business;
(h) not permit the inclusion in any contract to which it becomes a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated Goodwill;
(i) take all steps necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with its use of each Material Trademark Property to the extent reasonably necessary for the protection of such Material Trademark Property;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereof, the ability of Grantor or Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereof.the
Appears in 1 contract
Samples: Credit Agreement (FWT Inc)
CERTAIN COVENANTS OF GRANTOR. Grantor 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) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business or business, chief executive office or residence or a reincorporation, reorganization or other action that results in a change of the office where Grantor keeps its records regarding the Collateraljurisdiction of organization of Grantor;
(d) if Secured Party gives value to enable Grantor to acquire rights in or the use of any Collateral, use such value for such purposes;
(e) 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 permitted the validity thereof is being contested in good faith; provided that Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under the Credit Agreement;
(e) not sellany judgment, assign (by operation writ or warrant of law attachment entered or otherwise) filed against Grantor or otherwise dispose of any of the Collateral, except Collateral as permitted by a result of the Credit Agreement;failure to make such payment.
(f) except for Permitted Trademark Liens keep the Equipment at the places therefor specified on Schedule 4(b) or, upon 30 days' prior written notice to Secured Party, at such other places in jurisdictions where all action that may be necessary or desirable, or that Secured Party may reasonably request, in order to perfect and the protect any security interest assigned granted or purported to be granted hereby, or to enable Secured Party to exercise and created by this Agreementenforce its rights and remedies hereunder, not create or suffer to exist any Lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any Personsuch Equipment shall have been taken;
(g) diligently keep reasonable records cause the Equipment owned by Grantor to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, forthwith make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end and promptly furnish to Secured Party a statement respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all any loss or damage to any of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of businessEquipment;
(h) not permit upon Grantor's receipt of title to the inclusion Collateral, at its own expense, maintain insurance with respect to the Equipment in such amounts, against such risks, in such form and with such insurers as shall be satisfactory to Secured Party from time to time; such insurance shall include, without limitation, property damage insurance and liability insurance; each policy for property damage insurance shall provide for all losses to be paid directly to Secured Party (all such insurance payments in respect of such Equipment shall be applied by Secured Party as specified in Section 13); each policy shall in addition name Grantor and Secured Party as insured parties thereunder (without any contract representation or warranty by or obligation upon Secured Party) as their interests may appear and have attached thereto a loss payable clause acceptable to which it becomes Secured Party that shall (i) contain an agreement by the insurer that any loss payable thereunder shall be paid to Secured Party notwithstanding any action, inaction or breach of representation or warranty by Grantor, (ii) provide that there shall be no recourse against Secured Party for payment of premiums or other amounts with respect thereto, and (iii) provide that at least 30 days' prior written notice of cancellation, material amendment, reduction in scope or limits of coverage or of lapse shall be given to Secured Party by the insurer; Grantor shall, if so requested by Secured Party, deliver to Secured Party original or duplicate policies of such insurance and, as often as Secured Party may reasonably request, a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation report of a security interest in Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated Goodwill;reputable insurance broker with respect to such insurance; and
(i) take shall not, and shall not permit any of its Subsidiaries to, transfer or otherwise dispose of, in one transaction or a series of transactions, all steps necessary to protect or any part of the secrecy Collateral, whether now owned or hereafter acquired; provided, that, Grantor may sell all or any part of all trade secrets relating the Equipment, so long as (a) the consideration received for such assets shall be in an amount at least equal to the products fair market value thereof; (b) the sole consideration received shall be cash; (c) any such Equipment shall be sold on terms and services sold or pursuant to documentation in form and substance satisfactory to Secured Party; and (d) the Net Cash Proceeds of any such sale shall be delivered under or by and purchaser of such Equipment directly to Secured Party and shall be applied as a mandatory prepayment of the Secured Obligations in accordance with Section 3 of the Note. "NET CASH PROCEEDS" means cash payments (including any cash received by way of deferred payment but only as and when so received) received from a sale of Equipment, net of any bona fide direct costs approved by Secured Party that are incurred in connection with the Trademarks and Trademark Rightssuch sale, including without limitation entering into confidentiality agreements with employees and labeling and restricting access income taxes reasonably estimated to secret information and documents;
(j) use proper statutory notice be actually payable within two years of the date of such sale as a result of any gain recognized in connection with its use of each Material Trademark Property to the extent reasonably necessary for the protection of such Material Trademark Property;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereof, the ability of Grantor or Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereofsale.
Appears in 1 contract
Samples: Security Agreement (Fibercore Inc)
CERTAIN COVENANTS OF GRANTOR. Grantor shall: ----------------------------
(a) not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any material and applicable statute, regulation or ordinance or any policy of insurance covering the Collateral;
(b) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business or chief executive office or the office where Grantor keeps its records regarding the Collateral;
(d) pay promptly when due before any penalty accrues thereon all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent permitted the validity thereof is being contested in good faith; provided that Grantor shall in any event pay such taxes, assessments, -------- charges, levies or claims not later than five days prior to the date of any proposed sale under any judgement, writ or warrant of attachment entered or filed against Grantor or any of the Credit AgreementCollateral as a result of the failure to make such payment;
(e) not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, except as permitted by the Credit Agreement; provided that Grantor may license Copyrights and Patents to is franchisees, -------- manufacturers and suppliers in the ordinary course of its business;
(f) except for Permitted Trademark Liens permitted under the Credit Agreement and except for the security interest assigned and created by this Agreement, not create or suffer to exist any Lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any Person;
(g) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all of the TrademarksPatents, Copyrights, Copyright Rights and Registrations and Trademark Rights at its chief executive office or principal place of business;
(h) not, without the prior written consent of Secured Party, which shall not be unreasonably withheld, permit the inclusion in any contract to which it becomes a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in in, or the assignment of, Grantor's rights and interests in any property included within the definitions definition of any TrademarksPatents, RegistrationsCopyrights, Trademark Copyright Rights and Associated GoodwillRegistrations acquired under such contracts;
(i) take all reasonable steps necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks Patents, Copyrights, Copyright Rights and Trademark RightsRegistrations, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with its use of each Material Trademark Property to of the extent reasonably necessary for Patents, Copyrights, Copy Rights and Registrations or copies of phonorecords of any of the protection works which are the subject of such Material Trademark Propertythe Collateral;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with any of the TrademarksPatents, Copyrights, Copyright Rights and Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its retail stores and other merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereofthereof (which portion is material to the business or operations of Grantor or any Subsidiary of Grantor which licenses or uses such Collateral), the ability of Grantor or Secured Party to dispose of the Collateral or any portion thereofthereof (which portion is material to the business or operations of Grantor or any Subsidiary of Grantor which licenses or uses such Collateral), or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereofthereof (which portion is material to the business or operations of Grantor or any Subsidiary of Grantor which licenses or uses such Collateral).
Appears in 1 contract
Samples: Patent and Copyright Collateral Security Agreement (Afc Enterprises Inc)
CERTAIN COVENANTS OF GRANTOR. Grantor 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) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business or chief executive office or the office where Grantor keeps its records regarding the Collateral;
(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, materials and supplies) against, the Collateral, except to the extent permitted the validity thereof is being contested in good faith; provided that Grantor shall in any event pay such taxes, -------- assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgement, writ or warrant of attachment entered or filed against Grantor or any of the Credit AgreementCollateral as a result of the failure to make such payment;
(e) not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, except as permitted herein or by the Credit Agreement; provided that in the event Grantor makes an Asset -------- Sale permitted by the Credit Agreement and the assets subject to such Asset Sale constitute Collateral, Secured Party shall release the Collateral that is the subject of such Asset Sale to Grantor free and clear of any Lien and security interest under this Agreement or any other Collateral Documents concurrently with the consummation of such Asset Sale; provided, further -------- ------- that, as a condition precedent to such release, Secured Party shall have received evidence satisfactory to it that arrangements satisfactory to it have been made for delivery to Secured Party of that amount of Net Asset Sale Proceeds required to be delivered to Secured Party under the Credit Agreement;
(f) except for Permitted Trademark Liens and the security interest assigned and created by this AgreementAgreement or any other Loan Document, not create or suffer to exist any Lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any PersonPerson except for Permitted Encumbrances;
(g) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of business;
(h) not permit the inclusion in any contract to which it becomes a party of any provision that could or might impair in any way conflict with this Agreement or impair material respect or prevent the assignment and creation of a security interest in in, or the assignment of, Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated GoodwillGoodwill acquired under such contracts;
(i) take all reasonable steps necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with its use of each Material of the Trademarks, Registrations and Trademark Property to the extent reasonably necessary for the protection of such Material Trademark PropertyRights;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its retail stores and other merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any material portion thereof, the ability of Grantor or Secured Party to dispose of the Collateral or any material portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any material portion thereof.
Appears in 1 contract
Samples: Subsidiary Trademark Security Agreement (Pantry Inc)
CERTAIN COVENANTS OF GRANTOR. Grantor 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) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party 30 days' thirty (30) days prior written notice of any change in Grantor's ’s name or identity, corporate form or structure, status of incorporation, state in which it is located, organization number, chief place of business or business, chief executive office or residence or the office where Grantor keeps its records regarding the CollateralAccounts and all originals of all chattel paper that evidence Accounts;
(dc) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent permitted the validity thereof is being contested in good faith; provided that Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against Grantor or any of the Credit Agreement;Collateral as a result of the failure to make such payment; and
(ed) not without the written consent of Secured Party, which shall not unreasonably withheld, (i) cancel or terminate any Joint Venture Agreement or consent to or accept any cancellation or termination thereof, (ii) sell, assign (by operation of law or otherwise) or otherwise dispose of any part of its general partnership or membership interest in any Joint Venture unless the net proceeds of such disposition are paid to the Lenders, (iii) amend, supplement or otherwise modify any Joint Venture Agreement (as in effect on the date hereof) except amendments that are immaterial and would not have a material adverse effect on the business, operations, property, assets, liability (contingent or otherwise), condition (financial or otherwise) or prospects of the CollateralGrantor and subsidiaries taken as a whole, (iv) waive any default under or breach of any Joint Venture Agreement or waive, fail to enforce, forgive or release any right, interest or entitlement of any kind, howsoever arising, under or in respect of any Joint Venture Agreement or vary or agree to the variation in any respect of any of the provisions of any Joint Venture Agreement or of the performance of any other Person under any Joint Venture Agreement, or (v) petition, request or take any other legal or administrative action that seeks, or may reasonably be expected, to rescind, terminate or suspend any Joint Venture Agreement or to amend or modify any Joint Venture Agreement;
(e) at its expense (i) perform and comply in all material respects with all terms and provisions of any Joint Venture Agreement required to be performed or complied with by it, (ii) except as permitted otherwise provided for herein, maintain any Joint Venture Agreement in full force and effect, (iii) enforce any Joint Venture Agreement in accordance with its terms, and (iv) take all such action to that end as from time to time may be reasonably requested by the Credit AgreementSecured Party;
(f) except for Permitted Trademark Liens and the security interest assigned and created by this Agreementnot permit any Joint Venture to enter into any transaction of merger or consolidation, not create or voluntarily liquidate, wind up or dissolve itself (or suffer to exist any Lien upon liquidation or with respect to any of the Collateral to secure the indebtedness or other obligations of any Persondissolution);
(g) diligently keep reasonable records respecting the Collateral and at deposit all times keep at least accounts receivable other than accounts receivable related to Joint Ventures in one complete set of its records concerning substantially all of the Trademarksdeposit accounts specified on Schedule III governed by either a control agreement; provided, Registrations however, that Grantor shall be permitted (i) to maintain up to an aggregate of $5,000,000 in deposit accounts with financial institutions that have not executed a control agreement or collection bank agreement and Trademark Rights at its chief executive office or principal place (ii) to maintain up to $1,500,000 in deposit accounts on behalf of business;any Joint Venture.
(h) not permit direct the inclusion in any contract to which it becomes a party payor of any provision that could or might in any way conflict with this Agreement or impair or prevent accounts receivable other than accounts receivable related to Joint Ventures to be paid by wire transfer to make such wire transfer directly to the assignment and creation concentration account of a security interest in Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated Goodwill;Borrower governed by the Concentration Bank Agreement; and
(i) take all steps necessary at any time, if Grantor acquires a commercial tort claim (as such term is defined in Revised Article 9 with corresponding provision in Rev. Section 9-102(a)(13), regardless of whether Revised Article 9 is in effect in any jurisdiction relevant hereto), provide written notification to protect the secrecy of all trade secrets relating Secured Party, such notification to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with its use of each Material Trademark Property to the extent reasonably necessary for the protection of such Material Trademark Property;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge include details thereof, promptly notify and Grantor shall grant to Secured Party in such writing of any event that may materially a first priority perfected security interest therein and adversely affect in the value of the Collateral or any portion proceeds thereof, all upon the ability terms of Grantor or this Agreement, with such writing to be in form and substance satisfactory to Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereofParty.
Appears in 1 contract
Samples: Assignment and Subsidiary Security Agreement (American Homepatient Inc)
CERTAIN COVENANTS OF GRANTOR. Grantor 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) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party 30 days' thirty (30) days prior written notice of any change in Grantor's name or identity, corporate form or structure, status of incorporation, state in which it is located, organization number, chief place of business or business, chief executive office or residence or the office where Grantor keeps its records regarding the CollateralAccounts and all originals of all chattel paper that evidence Accounts;
(dc) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent permitted the validity thereof is being contested in good faith; provided that Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against Grantor or any of the Credit Agreement;Collateral as a result of the failure to make such payment; and
(ed) not without the written consent of Secured Party, which shall not unreasonably withheld, (i) cancel or terminate any Joint Venture Agreement or consent to or accept any cancellation or termination thereof, (ii) sell, assign (by operation of law or otherwise) or otherwise dispose of any part of its general partnership or membership interest in any Joint Venture unless the net proceeds of such disposition are paid to the Lenders, (iii) amend, supplement or otherwise modify any Joint Venture Agreement (as in effect on the date hereof) except amendments that are immaterial and would not have a material adverse effect on the business, operations, property, assets, liability (contingent or otherwise), condition (financial or otherwise) or prospects of the CollateralGrantor and subsidiaries taken as a whole, (iv) waive any default under or breach of any Joint Venture Agreement or waive, fail to enforce, forgive or release any right, interest or entitlement of any kind, howsoever arising, under or in respect of any Joint Venture Agreement or vary or agree to the variation in any respect of any of the provisions of any Joint Venture Agreement or of the performance of any other Person under any Joint Venture Agreement, or (v) petition, request or take any other legal or administrative action that seeks, or may reasonably be expected, to rescind, terminate or suspend any Joint Venture Agreement or to amend or modify any Joint Venture Agreement;
(e) at its expense (i) perform and comply in all material respects with all terms and provisions of any Joint Venture Agreement required to be performed or complied with by it, (ii) except as permitted otherwise provided for herein, maintain any Joint Venture Agreement in full force and effect, (iii) enforce any Joint Venture Agreement in accordance with its terms, and (iv) take all such action to that end as from time to time may be reasonably requested by the Credit AgreementSecured Party;
(f) except for Permitted Trademark Liens and the security interest assigned and created by this Agreementnot permit any Joint Venture to enter into any transaction of merger or consolidation, not create or voluntarily liquidate, wind up or dissolve itself (or suffer to exist any Lien upon liquidation or with respect to any of the Collateral to secure the indebtedness or other obligations of any Persondissolution);
(g) diligently keep reasonable records respecting the Collateral and at deposit all times keep at least accounts receivable other than accounts receivable related to Joint Ventures in one complete set of its records concerning substantially all of the Trademarksdeposit accounts specified on Schedule III governed by either a control agreement; provided, Registrations however, that Grantor shall be permitted (i) to maintain up to an aggregate of $5,000,000 in deposit accounts with financial institutions that have not executed a control agreement or collection bank agreement and Trademark Rights at its chief executive office or principal place (ii) to maintain up to $1,500,000 in deposit accounts on behalf of business;any Joint Venture.
(h) not permit direct the inclusion in any contract to which it becomes a party payor of any provision that could or might in any way conflict with this Agreement or impair or prevent accounts receivable other than accounts receivable related to Joint Ventures to be paid by wire transfer to make such wire transfer directly to the assignment and creation concentration account of a security interest in Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated Goodwill;Borrower governed by the Concentration Bank Agreement; and
(i) take all steps necessary at any time, if Grantor acquires a commercial tort claim (as such term is defined in Revised Article 9 with corresponding provision in Rev. Section 9-102(a)(13), regardless of whether Revised Article 9 is in effect in any jurisdiction relevant hereto), provide written notification to protect the secrecy of all trade secrets relating Secured Party, such notification to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with its use of each Material Trademark Property to the extent reasonably necessary for the protection of such Material Trademark Property;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge include details thereof, promptly notify and Grantor shall grant to Secured Party in such writing of any event that may materially a first priority perfected security interest therein and adversely affect in the value of the Collateral or any portion proceeds thereof, all upon the ability terms of Grantor or this Agreement, with such writing to be in form and substance satisfactory to Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereofParty.
Appears in 1 contract
Samples: Assignment and Subsidiary Security Agreement (American Homepatient Inc)
CERTAIN COVENANTS OF GRANTOR. Grantor shall: ----------------------------covenants as follows:
(a) Grantor shall not use sell or permit any Collateral offer to be used unlawfully sell, or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering otherwise transfer the Collateral;.
(b) Grantor shall keep the Collateral free from any adverse Lien, security interest or encumbrance and in good order and repair and shall not waste, destroy or dispose of the Collateral or any part thereof. Secured Party may examine and inspect the Collateral at any reasonable time wherever located. Debtor agrees to promptly notify Secured Party in writing of any event that materially and adversely affects the value of the Collateral, the ability of Debtor or Secured Party to dispose of the Collateral, or the rights and remedies of Secured Party in relation thereto.
(c) Grantor shall notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 10 days of such change and within 20 days of such change;, take all action that may be necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder.
(cd) Grantor shall give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business or business, chief executive office or the office where Grantor keeps its records regarding the Collateral;Accounts and all originals of all chattel paper that evidence the Accounts or a reincorporation, reorganization or other action that results in a change of the jurisdiction of organization of Grantor, and within 30 days thereafter, take all action that may be necessary or desirable, or that Secured Party may reasonably request in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder.
(de) Grantor shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent permitted the validity thereof is being contested in good faith; provided that Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under the Credit Agreement;
(e) not sellany judgment, assign (by operation writ or warrant of law attachment entered or otherwise) filed against Grantor or otherwise dispose of any of the Collateral as a result of the failure to make such payment. At its option Secured Party may discharge taxes, liens, security interests, or other encumbrances at any time levied or placed on the Collateral, except as permitted may pay for insurance on the Collateral and may pay for the maintenance and preservation of the Collateral. Debtor agrees to reimburse Secured Party on demand for any payment made or any expense incurred by Secured Party pursuant to this Paragraph. Any and all sums so advanced by Secured Party for Debtor shall bear interest at the highest lawful rate and such sum and interest shall be secured by the Credit Collateral and subject to this Agreement;.
(f) except for Permitted Trademark Liens Grantor shall (i) maintain the contracts evidencing the Collateral in full force and effect, and (ii) not terminate or otherwise replace such contracts.
(g) Grantor shall notify the security interest assigned Secured Party of any material claim made or asserted in respect of the Collateral by any person.
(h) Upon the occurrence of a Major Default, Grantor shall, at its sole cost and created by this Agreementexpense, not create take all reasonably necessary action to obtain payment, when due and payable, of all sums due or suffer to exist any Lien upon or become due with respect to any Collateral ("COLLATERAL PAYMENTS" or a "COLLATERAL PAYMENT"), including, without limitation, the taking of such action with respect thereto as the Secured Party or the Required Creditors may reasonably request, or, in the absence of such request, as Grantor may reasonably deem advisable; provided, however, upon the occurrence of a Major Default, or if otherwise prohibited by the Restructuring Agreement, the Grantor shall not, without the prior written consent of the Required Creditors, grant or agree to any rebate, refund, compromise or extension with respect to any Collateral to secure Payment or accept any prepayment on account thereof. Upon the indebtedness or other obligations of any Person;
(g) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all request of the TrademarksSecured Party at the direction of the Directing Creditors following a Major Default, Registrations and Trademark Rights at its chief executive office or principal place of business;
(h) not permit the inclusion in any contract to which it becomes a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated Goodwill;
Grantor will (i) take all steps necessary notify and direct any party who is or might become obligated to protect the secrecy of all trade secrets relating make any Collateral Payment, to make payment thereof to the products Secured Party (or to Grantor in care of the Secured Party) at such address as the Secured Party may designate, which payment shall be deposited into the Collateral Proceeds Account (as defined in the AGC Collateral Agency Agreement); (ii) forthwith upon receipt, transmit and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with its use of each Material Trademark Property deliver to the extent reasonably necessary Secured Party, in the form received, all cash, checks, drafts and other instruments for the protection payment of money (properly endorsed where required so that such Material Trademark Property;
(kitems may be collected by the Secured Party) use consistent standards of high quality (which may be consistent with Grantor's past practices) in received by Grantor at any time as payment on account of any Collateral Payment that arose on or after the manufactureoccurrence of such Major Default and if such request shall be made, sale and until delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicableSecured Party, such items will be held in trust for the operation Secured Party and maintenance will not be commingled by Grantor with any of its merchandising operations; and
(l) upon any officer other funds or property. The Secured Party is hereby authorized and empowered to endorse the name of Grantor obtaining knowledge thereofon any check, draft or other instrument for the payment of money received by the Secured Party on account of any Collateral Payment if the Secured Party reasonably believes such endorsement is necessary or desirable for purposes of collection. Grantor will reimburse the Secured Party promptly notify upon demand for all reasonable out-of-pocket costs and expenses, including reasonable attorneys' fees and litigation expenses, incurred by the Secured Party in writing seeking to collect any Collateral Payment. Grantor hereby indemnifies and saves harmless the Secured Party and its agents, officers and employees from and against all liabilities and reasonable expenses on account of any event that may materially adverse claim asserted against the Secured Party (except for the Secured Party's own gross negligence or willful misconduct) relating to any moneys received by the Secured Party on account of any Collateral Payment, and adversely affect such obligation of Grantor shall continue in effect after and notwithstanding the value discharge of the Collateral or any portion thereof, Secured Obligations and the ability of Grantor or Secured Party to dispose release of the Collateral security interest granted herein. This indemnity shall survive the termination of this Agreement and the resignation or any portion thereof, or removal of the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereofParty.
Appears in 1 contract
CERTAIN COVENANTS OF GRANTOR. Grantor shall: ----------------------------:
(a) not use without the prior written consent of Secured Party, which consent shall not be unreasonably withheld, (i) cancel or permit terminate any Collateral Partnership Agreement or consent to be used unlawfully or accept any cancellation or termination thereof, (ii) sell, assign (by operation of law or otherwise) or otherwise dispose of any part of its general or limited partnership interest in any Company, (iii) amend, supplement or otherwise modify any Partnership Agreement (if now held, as in effect on the date hereof or, if hereinafter acquired, as in effect on the date of such acquisition) except amendments that are immaterial and would not have a material adverse effect on the business, operations, property, assets, liability (contingent or otherwise), condition (financial or otherwise), or prospects of the respective Company, (iv) waive any default under or breach of any Partnership Agreement or waive, fail to enforce, forgive or release any right, interest or entitlement of any kind, howsoever arising, under or in violation respect of any provision of this Partnership Agreement or vary or agree to the variation in any applicable statuterespect of any of the provisions of any Partnership Agreement or of the performance of any other Person under any Partnership Agreement, regulation or ordinance (v) petition, request or take any policy of insurance covering the Collateralother legal or administrative action which seeks, or may reasonably be expected, to rescind, terminate or suspend any Partnership Agreement or to amend or modify any Partnership Agreement;
(b) at its expense (i) perform and comply in all material respects with all terms and provisions of each Partnership Agreement required to be performed or complied with by it, (ii) maintain each Partnership Agreement in full force and effect, (iii) enforce each Partnership Agreement in accordance with its terms, and (iv) take all such action to that end as from time to time may be reasonably requested by Secured Party;
(c) not create or suffer to exist any lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any person, except for the security interest created by this Agreement;
(d) not without the prior written consent of Secured Party, which consent shall not be unreasonably withheld, (i) vote to permit any Company in which it holds a limited partnership interest to enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) and (ii) not permit any Company in which it holds a general partnership interest to enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)
(e) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(cf) give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business or business, chief executive office or residence or the office where Grantor keeps its records regarding the Collateral;
(dg) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent permitted under the Credit Agreement;
(e) validity thereof is being contested in good faith; provided that Grantor shall in any event pay such taxes, assessments, charges, levies or claims not sell, assign (by operation of law or otherwise) or otherwise dispose later than five days prior to the date of any proposed sale under any judgment, writ or warrant of the Collateral, except as permitted by the Credit Agreement;
(f) except for Permitted Trademark Liens and the security interest assigned and created by this Agreement, not create attachment entered or suffer to exist any Lien upon filed against Grantor or with respect to any of the Collateral to secure the indebtedness or other obligations of any Person;
(g) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all as a result of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of businessfailure to make such payment;
(h) not permit pledge hereunder, immediately upon the inclusion in any contract to which it becomes a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in Grantor's rights and interests in any property included within the definitions of any Trademarksacquisition thereof, Registrations, Trademark Rights and Associated Goodwill;
(i) take any and all steps necessary additional general and/or limited partnership interests acquired after the date of this Agreement in, to protect and under any Partnership Agreement, and (ii) any and all general and/or limited partnership interests in partnerships, that become, after the secrecy date of this Agreement, partnerships in which a majority of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with partnership interests are owned by Grantor and/or its use of each Material Trademark Property to the extent reasonably necessary for the protection of such Material Trademark Property;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereof, the ability of Grantor or Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereofSubsidiaries.
Appears in 1 contract
Samples: Borrower Partnership Security Agreement (American Homepatient Inc)
CERTAIN COVENANTS OF GRANTOR. Grantor shall: ----------------------------:
(a) not use without the prior written consent of Secured Party, which consent shall not be unreasonably withheld, (i) cancel or permit terminate any Collateral to be used unlawfully or in violation of any provision of this Partnership Agreement or consent to or accept any applicable statutecancellation or termination thereof, regulation or ordinance or any policy of insurance covering the Collateral;
(bii) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business or chief executive office or the office where Grantor keeps its records regarding the Collateral;
(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, materials and supplies) against, the Collateral, except to the extent permitted under the Credit Agreement;
(e) not sell, assign (by operation of law or otherwise) or otherwise dispose of any part of its general or limited partnership interest in any Company, (iii) amend, supplement or otherwise modify any Partnership Agreement (if now held, as in effect on the date hereof or, if hereinafter acquired, as in effect on the date of such acquisition) except amendments that are immaterial and would not have a material adverse effect on the business, operations, property, assets, liability (contingent or otherwise), condition (financial or otherwise), or prospects of the Collateralrespective Company, except as permitted by (iv) waive any default under or breach of any Partnership Agreement or waive, fail to enforce, forgive or release any right, interest or entitlement of any kind, howsoever arising, under or in respect of any Partnership Agreement or vary or agree to the Credit variation in any respect of any of the provisions of any Partnership Agreement or of the performance of any other Person under any Partnership Agreement, or (v) petition, request or take any other legal or administrative action which seeks, or may reasonably be expected, to rescind, terminate or suspend any Partnership Agreement or to amend or modify any Partnership Agreement;
(fb) except for Permitted Trademark Liens at its expense (i) perform and the security interest assigned comply in all material respects with all terms and created provisions of each Partnership Agreement required to be performed or complied with by this Agreementit, (ii) maintain each Partnership Agreement in full force and effect, (iii) enforce each Partnership Agreement in accordance with its terms, and (iv) take all such action to that end as from time to time may be reasonably requested by Secured Party;
(c) not create or suffer to exist any Lien lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any Personperson, except for the security interest created by this Agreement;
(d) not without the prior written consent of Secured Party, which consent shall not be unreasonably withheld, (i) vote to permit any Company in which it holds a limited partnership interest to enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) and (ii) not permit any Company in which it holds a general partnership interest to enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)
(e) notify Secured Party of any change in Grantor’s name, identity or corporate structure within 15 days of such change;
(f) give Secured Party 30 days’ prior written notice of any change in Grantor’s chief place of business, chief executive office or residence or the office where Grantor keeps its records regarding the Collateral;
(g) diligently keep reasonable records respecting 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 that Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against Grantor or any of the Collateral and at all times keep at least one complete set of its records concerning substantially all as a result of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of businessfailure to make such payment;
(h) not permit pledge hereunder, immediately upon the inclusion in any contract to which it becomes a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated Goodwill;acquisition thereof,
(i) take any and all steps necessary to protect additional general and/or limited partnership interests acquired after the secrecy date of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with its use of each Material Trademark Property to the extent reasonably necessary for the protection of such Material Trademark Property;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, includingthis Agreement in, to the extent applicableand under any Partnership Agreement, in the operation and maintenance of its merchandising operations; and
(lii) upon any officer and all general and/or limited partnership interests in partnerships, that become, after the date of this Agreement, partnerships in which a majority of all partnership interests are owned by Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereof, the ability of Grantor or Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereofand/or its Subsidiaries.
Appears in 1 contract
Samples: Borrower Partnership Security Agreement (American Homepatient Inc)
CERTAIN COVENANTS OF GRANTOR. Grantor 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) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party 30 days' thirty (30) days prior written notice of any change in Grantor's ’s name or identity, corporate form or structure, status of incorporation, state in which it is located, organization number, chief place of business or business, chief executive office or residence or the office where Grantor keeps its records regarding the CollateralAccounts and all originals of all chattel paper that evidence Accounts;
(dc) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent permitted the validity thereof is being contested in good faith; provided that Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against Grantor or any of the Credit Agreement;Collateral as a result of the failure to make such payment; and
(ed) not without the written consent of Secured Party, which shall not be unreasonably withheld, (i) cancel or terminate any Joint Venture Agreement or consent to or accept any cancellation or termination thereof, (ii) sell, assign (by operation of law or otherwise) or otherwise dispose of any part of its general partnership or membership interest in any Joint Venture, (iii) amend, supplement or otherwise modify any Joint Venture Agreement (as in effect on the date hereof) except amendments that are immaterial and would not have a material adverse effect on the business, operations, property, assets, liability (contingent or otherwise), condition (financial or otherwise) or prospects of the CollateralGrantor and subsidiaries taken as a whole, (iv) waive any default under or breach of any Joint Venture Agreement or waive, fail to enforce, forgive or release any right, interest or entitlement of any kind, howsoever arising, under or in respect of any Joint Venture Agreement or vary or agree to the variation in any respect of any of the provisions of any Joint Venture Agreement or of the performance of any other Person under any Joint Venture Agreement, or (v) petition, request or take any other legal or administrative action that seeks, or may reasonably be expected, to rescind, terminate or suspend any Joint Venture Agreement or to amend or modify any Joint Venture Agreement;
(e) at its expense (i) perform and comply in all material respects with all terms and provisions of any Joint Venture Agreement required to be performed or complied with by it, (ii) except as permitted otherwise provided for herein, maintain any Joint Venture Agreement in full force and effect, (iii) enforce any Joint Venture Agreement in accordance with its terms, and (iv) take all such action to that end as from time to time may be reasonably requested by the Credit AgreementSecured Party;
(f) except for Permitted Trademark Liens and the security interest assigned and created by this Agreementnot permit any Joint Venture to enter into any transaction of merger or consolidation, not create or voluntarily liquidate, wind up or dissolve itself (or suffer to exist any Lien upon liquidation or with respect to any of the Collateral to secure the indebtedness or other obligations of any Persondissolution);
(g) diligently keep reasonable records respecting the Collateral and at deposit all times keep at least accounts receivable other than accounts receivable related to Joint Ventures in one complete set of its records concerning substantially all of the Trademarksdeposit accounts specified on Schedule III governed by either a control agreement; provided, Registrations however, that Grantor shall be permitted (i) to maintain up to an aggregate of $5,000,000 in deposit accounts with financial institutions that have not executed a control agreement or collection bank agreement and Trademark Rights at its chief executive office or principal place (ii) to maintain up to $1,500,000 in deposit accounts on behalf of business;any Joint Venture.
(h) not permit direct the inclusion in any contract to which it becomes a party payor of any provision that could or might in any way conflict with this Agreement or impair or prevent accounts receivable other than accounts receivable related to Joint Ventures to be paid by wire transfer to make such wire transfer directly to the assignment and creation concentration account of a security interest in Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated Goodwill;Borrower governed by the Concentration Bank Agreement; and
(i) take all steps necessary at any time, if Grantor acquires a commercial tort claim (as such term is defined in Revised Article 9 with corresponding provision in Rev. Section 9-102(a)(13), regardless of whether Revised Article 9 is in effect in any jurisdiction relevant hereto), provide written notification to protect the secrecy of all trade secrets relating Secured Party, such notification to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with its use of each Material Trademark Property to the extent reasonably necessary for the protection of such Material Trademark Property;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge include details thereof, promptly notify and Grantor shall grant to Secured Party in such writing of any event that may materially a first priority perfected security interest therein and adversely affect in the value of the Collateral or any portion proceeds thereof, all upon the ability terms of Grantor or this Agreement, with such writing to be in form and substance satisfactory to Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereofParty.
Appears in 1 contract
Samples: Assignment and Borrower Security Agreement (American Homepatient Inc)
CERTAIN COVENANTS OF GRANTOR. Grantor 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) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business or chief executive office or the office where Grantor keeps its records regarding the Collateral;
(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, materials and supplies) against, the Collateral, except to the extent permitted the validity thereof is being contested in good faith; provided that Grantor -------- shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgement, writ or warrant of attachment entered or filed against Grantor or any of the Credit AgreementCollateral as a result of the failure to make such payment;
(e) not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, except as permitted herein or by the Credit Agreement; provided that in the event Grantor makes an Asset Sale permitted by -------- the Credit Agreement and the assets subject to such Asset Sale constitute Collateral, Secured Party shall release the Collateral that is the subject of such Asset Sale to Grantor free and clear of any Lien and security interest under this Agreement or any other Collateral Document concurrently with the consummation of such Asset Sale; provided, further that, as a condition -------- ------- precedent to such release, Secured Party shall have received evidence satisfactory to it that arrangements satisfactory to it have been made for delivery to Secured Party of that amount of Net Asset Sale Proceeds required to be delivered to Secured Party under the Credit Agreement;
(f) except for Permitted Trademark Liens and the security interest assigned and created by this AgreementAgreement or any other Loan Document, not create or suffer to exist any Lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any PersonPerson except for Permitted Encumbrances;
(g) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of business;
(h) not permit the inclusion in any contract to which it becomes a party of any provision that could or might impair in any way conflict with this Agreement or impair material respect or prevent the assignment and creation of a security interest in in, or the assignment of, Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated GoodwillGoodwill acquired under such contracts;
(i) take all reasonable steps necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with its use of each Material of the Trademarks, Registrations and Trademark Property to the extent reasonably necessary for the protection of such Material Trademark PropertyRights;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its retail stores and other merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any material portion thereof, the ability of Grantor or Secured Party to dispose of the Collateral or any material portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any material portion thereof.
Appears in 1 contract
CERTAIN COVENANTS OF GRANTOR. Grantor 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) notify Secured Party Agent of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party keep its chief place of business and chief executive office and the office where it keeps its records concerning the Collateral and all originals of all chattel paper that evidence Accounts at the location therefor specified in subsection 4(b) hereof, or, upon 30 days' prior written notice to Agent, at such other location in a jurisdiction where all action that may be necessary or desirable, or that Agent may request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Agent to exercise and enforce its rights and remedies hereunder, with respect to the Collateral shall have been taken. Grantor will hold and preserve such records and chattel paper and will permit representatives of Agent at any change in time during normal business hours to inspect and make abstracts from such records and chattel paper, and Grantor agrees to render to Agent, at Grantor's chief place of business or chief executive office or the office where Grantor keeps its records regarding the Collateralcost and expense, such clerical and other assistance as may be reasonably requested with regard thereto;
(d) if Agent gives value to enable Grantor to acquire rights in or the use of any Collateral, use such value for such purposes; and
(e) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent permitted under the Credit Agreement;
(e) validity thereof is being contested in good faith; provided that Grantor shall in any event pay such taxes, assessments, charges, levies or claims not sell, assign (by operation of law or otherwise) or otherwise dispose later than five days prior to the date of any proposed sale under any judgement, writ or warrant of the Collateral, except as permitted by the Credit Agreement;
(f) except for Permitted Trademark Liens and the security interest assigned and created by this Agreement, not create attachment entered or suffer to exist any Lien upon filed against Grantor or with respect to any of the Collateral to secure the indebtedness or other obligations of any Person;
(g) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all as a result of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of business;
(h) not permit the inclusion in any contract failure to which it becomes a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated Goodwill;
(i) take all steps necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with its use of each Material Trademark Property to the extent reasonably necessary for the protection of make such Material Trademark Property;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereof, the ability of Grantor or Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereofpayment.
Appears in 1 contract
Samples: Accounts Receivable Security Agreement (Benedek License Corp)
CERTAIN COVENANTS OF GRANTOR. Grantor shall: ----------------------------From the date of execution hereof until the Obligations and all other amounts due hereunder and under the other Loan Documents are paid in full and the Commitments and all other obligations of the Secured Party under the Loan Agreement are finally terminated:
(a) not use or permit any The Grantor will maintain the Collateral to Accounts and the Dry Docking Expense Account at the Depositary and the Grantor agrees that the Collateral Accounts and the Dry Docking Expense Account shall at all times be used unlawfully or maintained with, and be within the sole dominion and control of, the Secured Party in violation of any provision accordance with the terms of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral;Agreement.
(b) notify All certificates or instruments, if any, representing or evidencing the Collateral shall be delivered to and held by or on behalf of the Secured Party pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Secured Party. Upon the occurrence and during the continuance of a Default or Event of Default, the Secured Party shall have the right, at any change time in its discretion and without notice to the Grantor's name, identity to transfer to or corporate structure within 15 days to register in the name of such change;the Secured Party or any of its nominees any or all of the Collateral. In addition, the Secured Party shall have the right at any time upon the occurrence and during the continuance of a Default or Event of Default to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations.
(c) give The Grantor agrees to take all additional measures which are reasonably necessary in the opinion of the Secured Party 30 days' prior written notice to protect the security interests granted herein. The Grantor further agrees that from time to time, at the expense of any change in the Grantor's chief place of business or chief executive office or , the office where Grantor keeps its records regarding the Collateral;
(d) pay will promptly when due execute and deliver all property further instruments and other taxes, assessments and governmental charges or levies imposed upondocuments, and take all claims (including claims for laborfurther action that may be reasonably necessary or desirable, materials or that the Secured Party may reasonably request, in order to perfect and supplies) against, protect any security interests granted or purported to be granted hereby and to perfect any security interests granted hereby or to enable the Collateral, except Secured Party to the extent permitted under the Credit Agreement;
(e) not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, except as permitted by the Credit Agreement;
(f) except for Permitted Trademark Liens exercise and the security interest assigned enforce its rights and created by this Agreement, not create or suffer to exist any Lien upon or remedies hereunder with respect to any of the Collateral to secure the indebtedness or other obligations of any Person;Collateral.
(gd) diligently keep reasonable records respecting The Grantor will furnish to the Secured Party and the Depositary from time to time statements and schedules further identifying and describing the Collateral and at all times keep at least one complete set of its records concerning substantially all of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of business;
(h) not permit the inclusion in any contract to which it becomes a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated Goodwill;
(i) take all steps necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or such other reports in connection with the Trademarks and Trademark RightsCollateral as the Secured Party may reasonably request, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;all in reasonable detail.
(je) use proper statutory notice in connection with its use of each Material Trademark Property The Grantor shall pay prior to the extent reasonably necessary for the protection of such Material Trademark Property;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacturedelinquency all taxes, sale charges, Liens and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereof, the ability of Grantor or Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process assessments against the Collateral or any portion part thereof.
Appears in 1 contract
Samples: Collateral Assignment of Deposit Account, Pledge and Security Agreement (Reading & Bates Corp)
CERTAIN COVENANTS OF GRANTOR. Grantor 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) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business or chief executive office or the office where Grantor keeps its records regarding the Collateral;
(d) to the extent required under the Credit Agreement, pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent permitted the validity thereof is being contested in good faith; provided that Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgement, writ or warrant of attachment entered or filed against Grantor or any of tile Collateral as a result of the Credit Agreementfailure to make such payment;
(e) not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, Collateral except as permitted by the Credit Agreement;
(f) except for the interests disclosed in Schedule B annexed hereto, Permitted Trademark Liens Liens, Permitted Encumbrances and the security interest assigned and created by this Agreement, not create or suffer to exist any Lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any Person;
(g) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of business;
(h) not permit the inclusion in any contract to which it becomes a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated Goodwill;
(i) take all steps necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with its use of each Material Trademark Property to the extent reasonably necessary for the protection of such Material Trademark Property;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereof, the ability of Grantor or Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereof.interests
Appears in 1 contract
CERTAIN COVENANTS OF GRANTOR. Grantor 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) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business or chief executive office or the office where Grantor keeps its records regarding the Collateral;
(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, materials and supplies) against, the Collateral, except to the extent permitted the validity thereof is being contested in good faith; provided that Grantor -------- shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgement, writ or warrant of attachment entered or filed against Grantor or any of the Credit AgreementCollateral as a result of the failure to make such payment;
(e) not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, except as permitted herein or by the Credit Agreement; provided that in the event Grantor makes an Asset Sale permitted by -------- the Credit Agreement and the assets subject to such Asset Sale constitute Collateral, Secured Party shall release the Collateral that is the subject of such Asset Sale to Grantor free and clear of any Lien and security interest under this Agreement or any other Collateral Documents concurrently with the consummation of such Asset Sale; provided, further that, as a condition precedent to such -------- ------- release, Secured Party shall have received evidence satisfactory to it that arrangements satisfactory to it have been made for delivery to Secured Party of that amount of Net Asset Sale Proceeds required to be delivered to Secured Party under the Credit Agreement;
(f) except for Permitted Trademark Liens and the security interest assigned and created by this AgreementAgreement or any other Loan Document, not create or suffer to exist any Lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any PersonPerson except for Permitted Encumbrances;
(g) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of business;
(h) not permit the inclusion in any contract to which it becomes a party of any provision that could or might impair in any way conflict with this Agreement or impair material respect or prevent the assignment and creation of a security interest in in, or the assignment of, Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated GoodwillGoodwill acquired under such contracts;
(i) take all reasonable steps necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with its use of each Material of the Trademarks, Registrations and Trademark Property to the extent reasonably necessary for the protection of such Material Trademark PropertyRights;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its retail stores and other merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any material portion thereof, the ability of Grantor or Secured Party to dispose of the Collateral or any material portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any material portion thereof.
Appears in 1 contract
CERTAIN COVENANTS OF GRANTOR. Grantor 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) notify Secured Party Collateral Agent of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party Collateral Agent 30 days' prior written notice of any change in Grantor's chief place of business or chief executive office or the office where Grantor keeps its records regarding the Collateral;
(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, materials and supplies) against, the Collateral, except to the extent permitted the validity thereof is being contested in good faith; provided that Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against Grantor or any of the Credit AgreementCollateral as a result of the failure to make such payment;
(e) not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, except as permitted by the Credit AgreementAgreements;
(f) except for Permitted Trademark Liens and the security interest assigned and conditional assignment created by this Agreement, not create or suffer to exist any Lien (other than Permitted Encumbrances) upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any Person;
(g) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of business;
(h) not permit the inclusion in any contract to which it becomes a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in in, or the assignment of, Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated GoodwillGoodwill acquired under such contracts;
(i) take all steps necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with its use of each Material of the Trademarks, Registrations and Trademark Property to the extent reasonably necessary for the protection of such Material Trademark PropertyRights;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its retail stores and other merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party Collateral Agent in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereof, the ability of Grantor or Secured Party Collateral Agent to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party Collateral Agent in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereof.
Appears in 1 contract
CERTAIN COVENANTS OF GRANTOR. Grantor 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) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business or chief executive office or the office where Grantor keeps its records regarding the Collateral;
(d) pay promptly when due all material property and other taxes, assessments and governmental charges or levies imposed upon, and all material claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent permitted the validity thereof is being contested in good faith; provided that Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against Grantor or any of the Credit AgreementCollateral as a result of the failure to make such payment;
(e) not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, except as permitted by the Credit Agreement;; 408
(f) except for Permitted Trademark Liens and the security interest assigned and conditional assignment created by this AgreementAgreement and Permitted Encumbrances, not create or suffer to exist any Lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any Person;
(g) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of business;
(h) not permit the inclusion in any contract to which it becomes a party of any provision that could or might in any way conflict with this Agreement or reasonably be expected to impair or prevent the assignment and creation of a security interest in in, or the assignment of, Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated GoodwillGoodwill acquired under such contracts;
(i) take all steps reasonably necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with its use of each Material of the Trademarks, Registrations and Trademark Property to the extent reasonably necessary for the protection of such Material Trademark PropertyRights;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its retail stores and other merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any material portion thereof, the ability of Grantor or Secured Party to dispose of the Collateral or any material portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any material portion thereof.
Appears in 1 contract
CERTAIN COVENANTS OF GRANTOR. Each Grantor 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) notify Secured Party of any change in such Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party 30 days' prior written notice of any change in such Grantor's chief place of business or chief executive office or the office where such Grantor keeps its records regarding the Collateral;
(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, materials and supplies) against, the Collateral, except to the extent permitted the validity thereof is being contested in good faith and except where any failure to pay would not have a Material Adverse Effect; provided that such Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against such Grantor or any of the Credit AgreementCollateral as a result of the failure to make such payment;
(e) not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, except as permitted by the Credit AgreementIndenture;
(f) except for Permitted Trademark Liens and the security interest assigned and conditional assignment created by this AgreementAgreement or permitted under the Indenture, not create or suffer to exist any Lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any Person;
(g) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all of the Trademarks, Registrations and Registrations, Trademark Rights and Patents at its chief executive office or principal place of business;
(h) not permit the inclusion in any contract to which it becomes a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in in, or the assignment of, such Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights Rights, Associated Goodwill and Associated GoodwillPatents acquired under such contracts;
(i) take all steps necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks Trademarks, Trademark Rights and Trademark RightsPatents, including including, without limitation limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with its use of each Material of the Trademarks, Registrations, Trademark Property to the extent reasonably necessary for the protection of such Material Trademark PropertyRights and Patents;
(k) use consistent standards of high quality (which may be consistent with such Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations Registrations, Trademark Rights and Trademark RightsPatents, including, to the extent applicable, in the operation and maintenance of its merchandising distribution channel and other resell operations; and
(l) upon any officer of such Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereof, the ability of such Grantor or Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including including, without limitation limitation, the levy of any legal process against the Collateral or any portion thereof.
Appears in 1 contract
Samples: Patent and Trademark Security Agreement (Zilog Inc)
CERTAIN COVENANTS OF GRANTOR. Grantor shall: ----------------------------:
(a) not use without the prior written consent of Secured Party, which consent shall not be unreasonably withheld, (i) cancel or permit terminate any Collateral to be used unlawfully or in violation of any provision of this Partnership Agreement or consent to or accept any applicable statutecancellation or termination thereof, regulation or ordinance or any policy of insurance covering the Collateral;
(bii) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business or chief executive office or the office where Grantor keeps its records regarding the Collateral;
(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, materials and supplies) against, the Collateral, except to the extent permitted under the Credit Agreement;
(e) not sell, assign (by operation of law or otherwise) or otherwise dispose of any part of its general or limited partnership interest in any Company, (iii) amend, supplement or otherwise modify any Partnership Agreement (if now held, as in effect on the date hereof or, if hereinafter acquired, as in effect on the date of such acquisition) except amendments that are immaterial and would not have a material adverse effect on the business, operations, property, assets, liability (contingent or otherwise), condition (financial or otherwise), or prospects of the Collateralrespective Company, except as permitted by (iv) waive any default under or breach of any Partnership Agreement or waive, fail to enforce, forgive or release any right, interest or entitlement of any kind, howsoever arising, under or in respect of any Partnership Agreement or vary or agree to the Credit variation in any respect of any of the provisions of any Partnership Agreement or of the performance of any other Person under any Partnership Agreement, or (v) petition, request or take any other legal or administrative action which seeks, or may reasonably be expected, to rescind, terminate or suspend any Partnership Agreement or to amend or modify any Partnership Agreement;
(fb) except for Permitted Trademark Liens at its expense (i) perform and the security interest assigned comply in all material respects with all terms and created provisions of each Partnership Agreement required to be performed or complied with by this Agreementit, (ii) maintain each Partnership Agreement in full force and effect, (iii) enforce each Partnership Agreement in accordance with its terms, and (iv) take all such action to that end as from time to time may be reasonably requested by Secured Party;
(c) not create or suffer to exist any Lien lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any Personperson, except for the security interest created by this Agreement;
(d) not without the prior written consent of Secured Party, which consent shall not be unreasonably withheld, (i) vote to permit any Company in which it holds a limited partnership interest to enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) and (ii) not permit any Company in which it holds a general partnership interest to enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution);
(e) notify Secured Party of any change in Grantor’s name, identity or corporate structure within 15 days of such change;
(f) give Secured Party 30 days’ prior written notice of any change in Grantor’s chief place of business, chief executive office or residence or the office where Grantor keeps its records regarding the Collateral;
(g) diligently keep reasonable records respecting 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 that Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against Grantor or any of the Collateral and at all times keep at least one complete set of its records concerning substantially all as a result of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of businessfailure to make such payment;
(h) not permit pledge hereunder, immediately upon the inclusion in any contract to which it becomes a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in Grantor's rights and interests in any property included within the definitions of any Trademarksacquisition thereof, Registrations, Trademark Rights and Associated Goodwill;
(i) take any and all steps necessary additional general and/or limited partnership interests acquired after the date of this Agreement in, to protect and under any Partnership Agreement, and (ii) any and all general and/or limited partnership interests in partnerships, that become, after the secrecy date of this Agreement, partnerships in which a majority of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with partnership interests are owned by Grantor and/or its use of each Material Trademark Property to the extent reasonably necessary for the protection of such Material Trademark Property;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereof, the ability of Grantor or Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereofSubsidiaries.
Appears in 1 contract
Samples: Subsidiary Partnership Security Agreement (American Homepatient Inc)
CERTAIN COVENANTS OF GRANTOR. Grantor shall: ----------------------------:
(a) not use (i) cancel or permit any Collateral to be used unlawfully or in violation of any provision of this terminate the LLC Agreement or consent to or accept any applicable statutecancellation or termination thereof, regulation or ordinance or any policy of insurance covering the Collateral;
(bii) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business or chief executive office or the office where Grantor keeps its records regarding the Collateral;
(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, materials and supplies) against, the Collateral, except to the extent permitted under the Credit Agreement;
(e) not sell, assign (by operation of law or otherwise) or otherwise dispose of any part of its membership interest in Company, (iii) amend, supplement or otherwise modify the LLC Agreement (as in effect on the date hereof) except as otherwise permitted pursuant to the Credit Agreement, (iv) waive any default under or breach of the CollateralLLC Agreement or waive, except as permitted by fail to enforce, forgive or release any right, interest or entitlement of any kind, howsoever arising, under or in respect of the Credit LLC Agreement or vary or agree to the variation in any respect of any of the provisions of the LLC Agreement or of the performance of any other Person under the LLC Agreement, or (v) petition, request or take any other legal or administrative action which seeks, or may reasonably be expected, to rescind, terminate or suspend the LLC Agreement or to amend or modify the LLC Agreement;
(fb) except for Permitted Trademark Liens at its expense (i) perform and comply in all material respects with all terms and provisions of the security interest assigned LLC Agreement required to be performed or complied with by it, (ii) maintain the LLC Agreement in full force and created effect, (iii) enforce the LLC Agreement in accordance with its terms, and (iv) take all such action to that end as from time to time may be reasonably requested by this Agreement, Secured Party;
(c) not create or suffer to exist any Lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any Person, except for the security interest created by this Agreement and any Lien permitted pursuant to Section 7.2 of the Credit Agreement;
(d) not permit Company to enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution);
(e) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(f) give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business, chief executive office or residence or the office where Grantor keeps its records regarding the Collateral; and
(g) diligently keep reasonable records respecting pay promptly when due all taxes, assessments and governmental charges or levies imposed upon, and all claims against, the Collateral and at all times keep at least one complete set of its records concerning substantially all of the TrademarksCollateral, Registrations and Trademark Rights at its chief executive office or principal place of business;
(h) not permit the inclusion in any contract to which it becomes a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated Goodwill;
(i) take all steps necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with its use of each Material Trademark Property except to the extent reasonably necessary for the protection of validity thereof is being contested in good faith; provided that Grantor shall in any event pay such Material Trademark Property;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacturetaxes, sale and delivery of products and services sold assessments, charges, levies or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, claims not later than five days prior to the extent applicable, in the operation and maintenance of its merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party in writing date of any event that may materially and adversely affect the value proposed sale under any judgement, writ or warrant of attachment entered or filed against Grantor or any of the Collateral or any portion thereof, the ability of Grantor or Secured Party to dispose as a result of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereoffailure to make such payment.
Appears in 1 contract
Samples: LLC Membership Interest Security Agreement (Players International Inc /Nv/)
CERTAIN COVENANTS OF GRANTOR. Grantor 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) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party 30 days' thirty (30) days prior written notice of any change in Grantor's name or identity, corporate form or structure, status of incorporation, state in which it is located, organization number, chief place of business or business, chief executive office or residence or the office where Grantor keeps its records regarding the CollateralAccounts and all originals of all chattel paper that evidence Accounts;
(dc) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent permitted the validity thereof is being contested in good faith; provided that Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against Grantor or any of the Credit Agreement;Collateral as a result of the failure to make such payment; and
(ed) not without the written consent of Secured Party, which shall not be unreasonably withheld, (i) cancel or terminate any Joint Venture Agreement or consent to or accept any cancellation or termination thereof, (ii) sell, assign (by operation of law or otherwise) or otherwise dispose of any part of its general partnership or membership interest in any Joint Venture, (iii) amend, supplement or otherwise modify any Joint Venture Agreement (as in effect on the date hereof) except amendments that are immaterial and would not have a material adverse effect on the business, operations, property, assets, liability (contingent or otherwise), condition (financial or otherwise) or prospects of the CollateralGrantor and subsidiaries taken as a whole, (iv) waive any default under or breach of any Joint Venture Agreement or waive, fail to enforce, forgive or release any right, interest or entitlement of any kind, howsoever arising, under or in respect of any Joint Venture Agreement or vary or agree to the variation in any respect of any of the provisions of any Joint Venture Agreement or of the performance of any other Person under any Joint Venture Agreement, or (v) petition, request or take any other legal or administrative action that seeks, or may reasonably be expected, to rescind, terminate or suspend any Joint Venture Agreement or to amend or modify any Joint Venture Agreement;
(e) at its expense (i) perform and comply in all material respects with all terms and provisions of any Joint Venture Agreement required to be performed or complied with by it, (ii) except as permitted otherwise provided for herein, maintain any Joint Venture Agreement in full force and effect, (iii) enforce any Joint Venture Agreement in accordance with its terms, and (iv) take all such action to that end as from time to time may be reasonably requested by the Credit AgreementSecured Party;
(f) except for Permitted Trademark Liens and the security interest assigned and created by this Agreementnot permit any Joint Venture to enter into any transaction of merger or consolidation, not create or voluntarily liquidate, wind up or dissolve itself (or suffer to exist any Lien upon liquidation or with respect to any of the Collateral to secure the indebtedness or other obligations of any Persondissolution);
(g) diligently keep reasonable records respecting the Collateral and at deposit all times keep at least accounts receivable other than accounts receivable related to Joint Ventures in one complete set of its records concerning substantially all of the Trademarksdeposit accounts specified on Schedule III governed by either a control agreement; provided, Registrations however, that Grantor shall be permitted (i) to maintain up to an aggregate of $5,000,000 in deposit accounts with financial institutions that have not executed a control agreement or collection bank agreement and Trademark Rights at its chief executive office or principal place (ii) to maintain up to $1,500,000 in deposit accounts on behalf of business;any Joint Venture.
(h) not permit direct the inclusion in any contract to which it becomes a party payor of any provision that could or might in any way conflict with this Agreement or impair or prevent accounts receivable other than accounts receivable related to Joint Ventures to be paid by wire transfer to make such wire transfer directly to the assignment and creation concentration account of a security interest in Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated Goodwill;Borrower governed by the Concentration Bank Agreement; and
(i) take all steps necessary at any time, if Grantor acquires a commercial tort claim (as such term is defined in Revised Article 9 with corresponding provision in Rev. Section 9-102(a)(13), regardless of whether Revised Article 9 is in effect in any jurisdiction relevant hereto), provide written notification to protect the secrecy of all trade secrets relating Secured Party, such notification to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with its use of each Material Trademark Property to the extent reasonably necessary for the protection of such Material Trademark Property;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge include details thereof, promptly notify and Grantor shall grant to Secured Party in such writing of any event that may materially a first priority perfected security interest therein and adversely affect in the value of the Collateral or any portion proceeds thereof, all upon the ability terms of Grantor or this Agreement, with such writing to be in form and substance satisfactory to Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereofParty.
Appears in 1 contract
Samples: Assignment and Borrower Security Agreement (American Homepatient Inc)
CERTAIN COVENANTS OF GRANTOR. Grantor shall: ----------------------------:
(a) not use without the prior written consent of Secured Party, which consent shall not be unreasonably withheld, (i) cancel or permit terminate any Collateral Partnership Agreement or consent to be used unlawfully or accept any cancellation or termination thereof, (ii) sell, assign (by operation of law or otherwise) or otherwise dispose of any part of its general or limited partnership interest in any Company, (iii) amend, supplement or otherwise modify any Partnership Agreement (if now held, as in effect on the date hereof or, if hereinafter acquired, as in effect on the date of such acquisition) except amendments that are immaterial and would not have a material adverse effect on the business, operations, property, assets, liability (contingent or otherwise), condition (financial or otherwise), or prospects of the respective Company, (iv) waive any default under or breach of any Partnership Agreement or waive, fail to enforce, forgive or release any right, interest or entitlement of any kind, howsoever arising, under or in violation respect of any provision of this Partnership Agreement or vary or agree to the variation in any applicable statuterespect of any of the provisions of any Partnership Agreement or of the performance of any other Person under any Partnership Agreement, regulation or ordinance (v) petition, request or take any policy of insurance covering the Collateralother legal or administrative action which seeks, or may reasonably be expected, to rescind, terminate or suspend any Partnership Agreement or to amend or modify any Partnership Agreement;
(b) at its expense (i) perform and comply in all material respects with all terms and provisions of each Partnership Agreement required to be performed or complied with by it, (ii) maintain each Partnership Agreement in full force and effect, (iii) enforce each Partnership Agreement in accordance with its terms, and (iv) take all such action to that end as from time to time may be reasonably requested by Secured Party;
(c) not create or suffer to exist any lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any person, except for the security interest created by this Agreement;
(d) not without the prior written consent of Secured Party, which consent shall not be unreasonably withheld, (i) vote to permit any Company in which it holds a limited partnership interest to enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) and (ii) not permit any Company in which it holds a general partnership interest to enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution);
(e) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(cf) give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business or business, chief executive office or residence or the office where Grantor keeps its records regarding the Collateral;
(dg) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent permitted under the Credit Agreement;
(e) validity thereof is being contested in good faith; provided that Grantor shall in any event pay such taxes, assessments, charges, levies or claims not sell, assign (by operation of law or otherwise) or otherwise dispose later than five days prior to the date of any proposed sale under any judgment, writ or warrant of the Collateral, except as permitted by the Credit Agreement;
(f) except for Permitted Trademark Liens and the security interest assigned and created by this Agreement, not create attachment entered or suffer to exist any Lien upon filed against Grantor or with respect to any of the Collateral to secure the indebtedness or other obligations of any Person;
(g) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all as a result of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of businessfailure to make such payment;
(h) not permit pledge hereunder, immediately upon the inclusion in any contract to which it becomes a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in Grantor's rights and interests in any property included within the definitions of any Trademarksacquisition thereof, Registrations, Trademark Rights and Associated Goodwill;
(i) take any and all steps necessary additional general and/or limited partnership interests acquired after the date of this Agreement in, to protect and under any Partnership Agreement, and (ii) any and all general and/or limited partnership interests in partnerships, that become, after the secrecy date of this Agreement, partnerships in which a majority of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with partnership interests are owned by Grantor and/or its use of each Material Trademark Property to the extent reasonably necessary for the protection of such Material Trademark Property;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereof, the ability of Grantor or Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereofSubsidiaries.
Appears in 1 contract
Samples: Subsidiary Partnership Security Agreement (American Homepatient Inc)
CERTAIN COVENANTS OF GRANTOR. Grantor 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) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business or chief executive office or the office where Grantor keeps its records regarding the Collateral;
(d) pay promptly when due all material property and other taxes, assessments and governmental charges or levies imposed upon, and all material claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent permitted the validity thereof is being contested in good faith; provided that Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgement, writ or warrant of attachment entered or filed against Grantor or any of the Credit AgreementCollateral as a result of the failure to make such payment;
(e) not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, except as permitted by the Credit Agreement;
(f) except for Permitted Trademark Liens and the security interest assigned and conditional assignment created by this AgreementAgreement and Permitted Encumbrances, not create or suffer to exist any Lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any Person;
(g) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of business;
(h) not permit the inclusion in any contract to which it becomes a party of any provision that could or might in any way conflict with this Agreement or reasonably be expected to impair or prevent the assignment and creation of a security interest in in, or the assignment of, Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated GoodwillGoodwill acquired under such contracts;
(i) take all steps reasonably necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
; 316 (j) use proper statutory notice in connection with its use of each Material Trademark Property to the extent reasonably necessary for the protection of such Material Trademark Property;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereof, the ability of Grantor or Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereof.;
Appears in 1 contract
CERTAIN COVENANTS OF GRANTOR. (a) Grantor shall: ----------------------------:
(ai) not directly or indirectly, create, incur, assume or permit to exist any Encumbrance on or with respect to the Intellectual Property Collateral or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Encumbrance with respect to any such Intellectual Property Collateral, income or profits under the UCC or under any similar recording or notice statute, other than Permitted Encumbrances;
(ii) not sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, the Intellectual Property Collateral;
(iii) not use or permit any Intellectual Property 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 Intellectual Property Collateral;
(biv) notify give Secured Party at least 30 days’ prior written notice of (i) any change in Grantor's ’s name, identity or corporate structure within 15 days and (ii) any reincorporation, reorganization or other action that results in a change of such changethe jurisdiction of organization of Grantor;
(cv) give Secured Party 30 days' prior written notice keep correct and accurate Records of any change in Grantor's chief place of business or chief executive office or the office where Grantor keeps its records regarding the Intellectual Property Collateral;
(dvi) pay promptly when due all property permit representatives of Secured Party at any time during normal business hours to inspect and make abstracts from such Records, and Grantor agrees to render to Secured Party, at Grantor’s cost and expense, such clerical and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent permitted under the Credit Agreement;assistance as may be reasonably requested with regard thereto.
(evii) use reasonable efforts so as not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, except as permitted by the Credit Agreement;
(f) except for Permitted Trademark Liens and the security interest assigned and created by this Agreement, not create or suffer to exist any Lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any Person;
(g) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of business;
(h) not permit the inclusion in any contract Contract to which it hereafter becomes a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in in, or the assignment of, Grantor's ’s rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated GoodwillIntellectual Property Collateral subject to such Contract;
(i) take all steps necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(jviii) use proper statutory notice in connection with its use of each Material Trademark any of the Intellectual Property to Collateral and products and services covered by the extent reasonably necessary for the protection of such Material Trademark Property;Intellectual Property Collateral; and
(kix) use consistent standards a commercially appropriate standard of high quality (which may be consistent with Grantor's ’s past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its merchandising operations; and.
(lb) upon any officer of Except as otherwise provided in this Section 6, Grantor obtaining knowledge thereofshall continue to collect, promptly notify Secured Party at its own expense, all amounts due or to become due to Grantor in writing of any event that may materially and adversely affect the value respect of the Intellectual Property Collateral or any portion thereof. In connection with such collections, Grantor may take (and, after the ability occurrence and during the continuation of any Event of Default at Secured Party’s reasonable direction, shall take) such action as Grantor or Secured Party may deem reasonably necessary or advisable to dispose enforce collection of such amounts; provided, Secured Party shall have the right at any time, upon the occurrence and during the continuation of an Event of Default and upon written notice to Grantor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created hereby and to direct such obligors to make payment of all such amounts directly to Secured Party, and, upon such notification and at the expense of Grantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done. After receipt by Grantor of the notice from Secured Party referred to in the proviso to the preceding sentence and upon the occurrence and during the continuation of any Event of Default, (i) all amounts and proceeds (including checks and Instruments) received by Grantor in respect of amounts due to Grantor in respect of the Intellectual Property Collateral or any portion thereof, or thereof shall be received in trust for the rights and remedies benefit of Secured Party hereunder, shall be segregated from other funds of Grantor and shall be forthwith paid over or delivered to Secured Party in relation theretothe same form as so received (with any necessary endorsement) to be held as cash collateral and applied as provided by Section 12 hereof, and (ii) Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.
(c) Grantor shall have the duty diligently, through counsel reasonably acceptable to Secured Party, to prosecute, file and/or make, unless and until Grantor, in its commercially reasonable judgment, decides otherwise, (i) any application for registration relating to any of the Intellectual Property Collateral owned, held or used by Grantor and set forth on Schedules 1 and 2 annexed hereto, as applicable, that is pending as of the date of this Agreement, (ii) any Copyright Registration on any existing unregistered but copyrightable works, and (iii) any Trademark opposition and cancellation proceedings, renew Trademark Registrations and Copyright Registrations and do any and all acts which are reasonably necessary or desirable to preserve and maintain all rights in all Intellectual Property Collateral, including without limitation bringing any claims necessary to protect against infringement of the levy Intellectual Property Collateral, in Grantor’s commercially reasonable judgment Any expenses incurred in connection therewith shall be borne solely by Grantor. Subject to the foregoing, Grantor shall give Secured Party prior written notice of any legal process against abandonment of any Intellectual Property Collateral.
(d) Except as provided herein, Grantor shall have the Collateral right to commence and prosecute in its own name, as real party in interest, for its own benefit and at its own expense, such suits, proceedings or other actions for infringement, unfair competition, dilution, misappropriation or other damage, or reexamination or reissue proceedings as are necessary to protect the Intellectual Property Collateral. Grantor shall promptly, following its becoming aware thereof, notify Secured Party of the institution of, or of any adverse determination in, any proceeding (whether in an IP Filing Office or any portion thereoffederal, state, local or foreign court) or regarding Grantor’s ownership, right to use, or interest in any Intellectual Property Collateral. Grantor shall provide to Secured Party any information with respect thereto requested by Secured Party.
(e) In addition to, and not by way of limitation of, the granting of a security interest in the Intellectual Property Collateral pursuant hereto, Grantor, effective upon the occurrence and during the continuation of an Event of Default, hereby assigns, transfers and conveys to Secured Party the nonexclusive right and license to use all Trademarks, tradenames, Copyrights, or technical processes (including, without limitation, the Intellectual Property Collateral) owned or used by Grantor that relate to the Intellectual Property Collateral, together with any goodwill associated therewith, all to the extent necessary to enable Secured Party to realize on the Intellectual Property Collateral in accordance with this Agreement and to enable any transferee or assignee of the Intellectual Property Collateral to enjoy the benefits of the Intellectual Property Collateral. This right shall inure to the benefit of all successors, assigns and transferees of Secured Party and its successors, assigns and transferees, whether by voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such right and license shall be granted free of charge, without requirement that any monetary payment whatsoever be made to Grantor. If and to the extent that Grantor is permitted to license the Intellectual Property Collateral, Secured Party shall promptly enter into a non-disturbance agreement or other similar arrangement, at Grantor’s request and expense, with Grantor and any licensee of any Intellectual Property Collateral permitted hereunder in form and substance reasonably satisfactory to Secured Party pursuant to which (i) Secured Party shall agree not to disturb or interfere with such licensee’s rights under its license agreement with Grantor so long as such licensee is not in default thereunder, and (ii) such licensee shall acknowledge and agree that the Intellectual Property Collateral licensed to it is subject to the security interest created in favor of Secured Party and the other terms of this Agreement.
Appears in 1 contract
Samples: Put/Call Agreement (Planetout Inc)
CERTAIN COVENANTS OF GRANTOR. Grantor 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) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business or chief executive office or the office where Grantor keeps its records regarding the Collateral;
(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, materials and supplies) against, the Collateral, except to the extent permitted under the Credit Agreement;
(e) not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, except as permitted by the Credit Agreement;
(f) except for Permitted Trademark Liens and the security interest assigned and created by this Agreement, not create or suffer to exist any Lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any Person;
(g) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of business;
(h) not permit the inclusion in any contract to which it becomes a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated Goodwill;
(i) take all steps necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with its use of each Material Trademark Property to the extent reasonably necessary for the protection of such Material Trademark Property;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereof, the ability of Grantor or Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereof.
Appears in 1 contract
CERTAIN COVENANTS OF GRANTOR. Grantor shall: ----------------------------
(a) not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any material and applicable statute, regulation or ordinance or any policy of insurance covering the Collateral;
(b) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business or chief executive office or the office where Grantor keeps its records regarding the Collateral;
(d) pay promptly when due before any penalty accrues thereon all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent permitted the validity thereof is being contested in good faith; provided that Grantor shall in any event pay such taxes, assessments, -------- charges, levies or claims not later than five days prior to the date of any proposed and unstayed sale under any judgement, writ or warrant of attachment entered or filed against Grantor or any of the Credit AgreementCollateral as a result of the failure to make such payment;
(e) not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, except as permitted by subsection 8(a) of this Agreement and the Credit Agreement; provided that Grantor may license Trademarks -------- or Trademark Rights to its franchisees, manufacturers and suppliers in the ordinary course of its business;
(f) except for Permitted Trademark Liens permitted under the Credit Agreement and except for the security interest assigned and created by this Agreement, not create or suffer to exist any Lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any Person;
(g) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of business;
(h) not, without the prior written consent of Secured Party, which shall not be unreasonably withheld, permit the inclusion in any contract to which it becomes a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in in, or the assignment of, Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated GoodwillGoodwill acquired under such contracts;
(i) take all reasonable steps necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with its use of each Material of the Trademarks, Registrations and Trademark Property to the extent reasonably necessary for the protection of such Material Trademark PropertyRights;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its retail stores and other merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereofthereof (which portion is material to the business or operations of Grantor or any Subsidiary of Grantor which licenses or uses such Collateral), the ability of Grantor or Secured Party to dispose of the Collateral or any portion thereofthereof (which portion is material to the business or operations of Grantor or any Subsidiary of Grantor which licenses or uses such Collateral), or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereofthereof (which portion is material to the business or operations of Grantor or any Subsidiary of Grantor which licenses or uses such Collateral).
Appears in 1 contract
Samples: Trademark Collateral Security Agreement (Afc Enterprises Inc)
CERTAIN COVENANTS OF GRANTOR. (a) Grantor shall: ----------------------------:
(ai) 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, except where such violation would not have a Material Adverse Effect;
(bii) notify Secured Party if the Agent gives value to enable Grantor to acquire rights in or the use of any change in Grantor's nameCollateral, identity or corporate structure within 15 days of use such changevalue for such purposes;
(c) give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business or chief executive office or the office where Grantor keeps its records regarding the Collateral;
(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, materials and supplies) against, the Collateral, except to the extent permitted under the Credit Agreement;
(e) not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, except as permitted by the Credit Agreement;
(f) except for Permitted Trademark Liens and the security interest assigned and created by this Agreement, not create or suffer to exist any Lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any Person;
(giii) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all of the Trademarks, Registrations and Trademark Rights Collateral at its chief executive office or principal place of business;
(hiv) furnish to the Agent from time to time at the Agent’s reasonable request statements and schedules further identifying and describing any Collateral and such other reports in connection with such Collateral, all in reasonable detail;
(v) use reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in in, or the assignment of, Grantor's ’s rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated GoodwillCollateral acquired under such contracts;
(ivi) take any and all reasonable steps necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark RightsCollateral, including including, without limitation limitation, where appropriate entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(jvii) use proper statutory notice in connection with its use of each Material Trademark Property to any Collateral and products and services covered by the extent reasonably necessary for the protection of such Material Trademark PropertyCollateral;
(kviii) use consistent standards a commercially appropriate standard of high quality (which may be consistent with Grantor's ’s past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks;
(ix) diligently, Registrations at Grantor’s expense, prosecute, file and/or make, unless and until Grantor, in its commercially reasonable judgment, decides otherwise, (A) any Actual Use Application owned by Grantor, (B) any opposition and cancellation proceedings against third party applications and registrations which, in Grantor’s commercially reasonable judgment, violate its Trademark Rights, including(C) renew Trademark Registrations and (D) do any and all acts which are necessary or desirable to preserve and maintain all rights in all Collateral; provided, however, Grantor may abandon any Collateral so long as such abandonment, in Grantor’s commercially reasonable judgment, could not reasonably be expected to have a Material Value Reduction; and
(x) with respect to any Intent-to-Use Application, diligently pursue filing with the United States Patent and Trademark Office of (A) an “Amendment To Allege Use,” or (B) a “Statement Of Use,” consistent with Grantor’s commercially reasonable judgment.
(b) In addition to the filing of UCC financing statements, the recordation of a Grant of Trademark Security Interest, substantially in the form of Exhibit I attached hereto, with the United States Patent and Trademark Office (such Grant of Trademark Security Interest being referred to herein as a “Grant”), the security interests in the Collateral granted to the Agent for the ratable benefit of the Lenders and the Selected Revolving Lenders will constitute perfected security interests therein, to the extent applicable, such security interests may be perfected by filing in the operation United States, prior to all other Liens (except for Liens expressly permitted by the Credit Agreement), and maintenance of its merchandising operations; andall filings and other actions necessary or desirable to perfect and protect such security interest have been duly made or taken.
(lc) upon any officer of Except as otherwise provided in this Section 8, Grantor obtaining knowledge thereofshall continue to collect, promptly notify Secured Party at its own expense, all amounts due or to become due to Grantor in writing of any event that may materially and adversely affect the value respect of the Collateral or any portion thereof. In connection with such collections, Grantor may take (and, after the occurrence and during the continuance of any Event of Default at the Agent’s reasonable direction, shall take) such action as Grantor or the Agent may deem reasonably necessary or advisable to enforce collection of such amounts; provided, the ability Agent shall have the right at any time, upon the occurrence and during the continuation of an Event of Default and upon written notice to Grantor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created hereby and to direct such obligors to make payment of all such amounts directly to the Agent, and, upon such notification and at the expense of Grantor, to enforce collection of any such amounts and to adjust, settle or Secured Party compromise the amount or payment thereof, in the same manner and to dispose the same extent as Grantor might have done. After receipt by Grantor of the notice from the Agent referred to in the proviso to the preceding sentence and during the continuation of any Event of Default, (i) all amounts and proceeds (including checks and other instruments) received by Grantor in respect of amounts due to Grantor in respect of the Collateral or any portion thereofthereof shall be received in trust for the benefit of the Agent hereunder, shall be segregated from other funds of Grantor and shall be forthwith paid over or delivered to the Agent in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 20(r) hereof, and (ii) Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.
(d) Except as provided herein, Grantor shall have the right to commence and prosecute in its own name, as real party in interest, for its own benefit and at its own expense, such suits, proceedings or other actions for infringement, unfair competition, dilution, misappropriation or other damage, or reexamination or reissue proceedings as are necessary to protect the Collateral. The Agent shall provide, at Grantor’s expense, all reasonable and necessary cooperation in connection with any such suit, proceeding or action including joining as a necessary party.
(e) In addition to, and not by way of limitation of, the granting of a security interest in the Collateral pursuant hereto, Grantor hereby grants to the Agent, for use upon the occurrence and during the continuation of an Event of Default, the irrevocable, nonexclusive right and license to use all present and future copyrights, patents or technical processes owned or used by Grantor that relate to the Collateral, together with any goodwill associated therewith, all to the extent necessary to enable the Agent to realize on, and exercise all rights of the Agent and remedies of Secured Party the Lenders in relation theretoto, the Collateral in accordance with this Agreement (including without limitation advertising in all media as the levy Agent deems appropriate in connection with marketing and sales of the Collateral) and to enable any transferee or assignee of the Collateral to enjoy the benefits of the Collateral, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, the license granted under this Section 8(e) shall not be construed to limit Grantor’s ability to take reasonable steps, in accordance with its then current business practices, to protect and preserve the Collateral. This right shall inure to the benefit of all successors, assigns and transferees of the Agent and its successors, assigns and transferees, whether by voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such right and license shall be granted free of charge, without requirement that any monetary payment whatsoever be made to Grantor. If and to the extent that Grantor is permitted to license the Collateral, the Agent shall promptly enter into a non-disturbance agreement or other similar arrangement, at Grantor’s request and expense, with Grantor and any licensee of any legal process against Collateral permitted hereunder in form and substance reasonably satisfactory to the Agent pursuant to which (i) the Agent shall agree not to disturb or interfere with such licensee’s rights under its license agreement with Grantor so long as such licensee is not in default thereunder, and (ii) such licensee shall acknowledge and agree that the Collateral or licensed to it is subject to the security interest created in favor of the Agent and the other terms of this Agreement.
(f) Notwithstanding the foregoing, in no event shall the foregoing provisions apply to any portion thereofTrademark Registrations in any state of the United States in the process of being abandoned by Grantor in accordance with the proviso of Section 8(a)(ix) hereof.
Appears in 1 contract
CERTAIN COVENANTS OF GRANTOR. Each Grantor 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) notify give Secured Party at least thirty (30) days’ prior written notice of any change in such Grantor's ’s name, identity or corporate structure within 15 days of such changestructure;
(c) give Secured Party 30 at least thirty (30) days' ’ prior written notice of any reincorporation, reorganization or other action that results in a change in of the jurisdiction of organization of such Grantor's chief place of business or chief executive office or the office where Grantor keeps its records regarding the Collateral;
(d) if Secured Party gives value to enable any Grantor to acquire rights in or the use of any Collateral, use such value for such purposes;
(e) keep correct and accurate Records of Collateral at the locations described in Schedule 3 annexed hereto;
(f) permit representatives of Secured Party at any time during normal business hours to inspect and make abstracts from such Records, and each Grantor agrees to render to Secured Party, at such Grantor’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto;
(g) subject to any required Bankruptcy Court approval, 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 Collateral expect to the extent permitted under the Credit Agreement;
(e) not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, except as permitted by the Credit Agreement;
(f) validity theroef is being contested in good faith and except for Permitted Trademark Liens and Liens; provided that such Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five (5) days prior to the security interest assigned and created by this Agreementdate of any proposed sale under any judgment, not create writ or suffer to exist any Lien upon warrant of attachment entered or with respect to filed against such Grantor or any of the Collateral to secure the indebtedness or other obligations of any Person;
(g) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all as a result of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of business;failure to make such payment; and
(h) not permit the inclusion in any contract to which it becomes a party upon receipt of any provision that could or might Refund Collateral, prepay the Loans in any way conflict accordance with this Agreement or impair or prevent the assignment and creation of a security interest in Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated Goodwill;
(iSection 2.10(b)(iii) take all steps necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(j) use proper statutory notice in connection with its use of each Material Trademark Property to the extent reasonably necessary for the protection of such Material Trademark Property;
(k) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereof, the ability of Grantor or Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereofCredit Agreement.
Appears in 1 contract
CERTAIN COVENANTS OF GRANTOR. Grantor 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) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(cb) give Secured Party 30 days' prior written notice of any change in Grantor's chief place of business or chief executive office or the office where Grantor keeps its records regarding the Collateral;
(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, materials and supplies) against, the Collateral, except to the extent permitted under the Credit Agreement;
(ec) not sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, except as permitted by the Credit Agreement;
(fd) except for Permitted Trademark Liens and the security interest assigned and conditional assignment created by this Agreement and Liens permitted under the Credit Agreement, not create or suffer to exist any Lien upon or with respect to any of the Collateral to secure the indebtedness or other obligations of any Person;
(ge) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of business;
(hf) not permit the inclusion in any contract to which it becomes a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in in, or the assignment of, Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated GoodwillGoodwill acquired under such contracts;
(ig) take all steps necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including including, without limitation limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;
(jh) use proper statutory notice in connection with its use of each Material of the Trademarks, Registrations and Trademark Property to the extent reasonably necessary for the protection of such Material Trademark PropertyRights;
(ki) use consistent standards of high quality (which may be consistent with Grantor's past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks, Registrations and Trademark Rights, including, to the extent applicable, in the operation and maintenance of its retail stores and other merchandising operations; and
(lj) upon any officer of Grantor obtaining knowledge thereof, promptly notify Secured Party in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereof, the ability of Grantor or Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including including, without limitation limitation, the levy of any legal process against the Collateral or any portion thereof.
Appears in 1 contract
CERTAIN COVENANTS OF GRANTOR. Grantor 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) notify Secured Party of any change in Grantor's name, identity or corporate structure within 15 days of such change;
(c) give Secured Party 30 days' prior written notice of any change in Grantor's name or identity, corporate form or structure, status of incorporation, state in which it is located, organization number, chief place of business or business, chief executive office or residence or the office where Grantor keeps its records regarding the Accounts and all originals of all chattel paper that evidence Accounts;
(c) if Secured Party gives value to enable Grantor to acquire rights in or the use of any Collateral, use such value for such purposes;
(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, materials and supplies) against, the Collateral, except to the extent permitted the validity thereof is being contested in good faith; provided that Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against Grantor or any of the Credit AgreementCollateral as a result of the failure to make such payment;
(e) not (i) cancel or terminate any Joint Venture Agreement or consent to or accept any cancellation or termination thereof, (ii) sell, assign (by operation of law or otherwise) or otherwise dispose of any part of its general partnership or membership interest in any Joint Venture, (iii) amend, supplement or otherwise modify any Joint Venture Agreement (as in effect on the date hereof) except amendments that are immaterial and would not have a material adverse effect on the business, operations, property, assets, liability (contingent or otherwise), condition (financial or otherwise) or prospects of the CollateralBorrower and its Subsidiaries taken as a whole, except (iv) waive any default under or breach of any Joint Venture Agreement or waive, fail to enforce, forgive or release any right, interest or entitlement of any kind, howsoever arising, under or in respect of any Joint Venture Agreement or vary or agree to the variation in any respect of any of the provisions of any Joint Venture Agreement or of the performance of any other Person under any Joint Venture Agreement, or (v) petition, request or take any other legal or administrative action that seeks, or may reasonably be expected, to rescind, terminate or suspend any Joint Venture Agreement or to amend or modify any Joint Venture Agreement;
(f) at its expense (i) perform and comply in all material respects with all terms and provisions of any Joint Venture Agreement required to be performed or complied with by it, (ii) maintain any Joint Venture Agreement in full force and effect, (iii) enforce any Joint Venture Agreement in accordance with its terms, and (iv) take all such action to that end as permitted from time to time may be reasonably requested by Secured Party;
(g) not permit any Joint Venture to enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution);
(h) deposit all Accounts Receivable in one of the Accounts governed by a Collection Bank Agreement specified on Schedule IV to the extent required by Section 8.17 of the Credit Agreement;
(fi) except for Permitted Trademark Liens and the security interest assigned and created not deposit any Accounts Receivable in any Account not governed by this Agreement, not create or suffer to exist a Collection Bank Agreement listed on Schedule IV nor transfer any Lien upon or with respect to Accounts Receivable from any such Account unless permitted by Section 8.17 of the Collateral to secure the indebtedness or other obligations of any Person;
(g) diligently keep reasonable records respecting the Collateral and at all times keep at least one complete set of its records concerning substantially all of the Trademarks, Registrations and Trademark Rights at its chief executive office or principal place of business;
(h) not permit the inclusion in any contract to which it becomes a party of any provision that could or might in any way conflict with this Agreement or impair or prevent the assignment and creation of a security interest in Grantor's rights and interests in any property included within the definitions of any Trademarks, Registrations, Trademark Rights and Associated Goodwill;
(i) take all steps necessary to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Trademarks and Trademark Rights, including without limitation entering into confidentiality agreements with employees and labeling and restricting access to secret information and documentsCredit Agreement;
(j) use proper statutory notice in connection with its use direct the payor of each Material Trademark Property any Accounts Receivable to be paid by wire transfer to make such wire transfer directly to the extent reasonably necessary for concentration account of the protection of such Material Trademark Property;Borrower governed by the Concentration Bank Agreement; and
(k) use consistent standards at any time, if Grantor acquires a commercial tort claim (as such term is defined in Revised Article 9 with corresponding provision in Rev. ss.9-102(a)(13), regardless of high quality (which may be consistent with Grantor's past practices) whether Revised Article 9 is in the manufactureeffect in any jurisdiction relevant hereto), sale and delivery of products and services sold or delivered under or in connection with the Trademarksimmediately provide written notification to Secured Party, Registrations and Trademark Rights, including, such notification to the extent applicable, in the operation and maintenance of its merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge include details thereof, promptly notify and Grantor shall grant to Secured Party in such writing of any event that may materially a first priority perfected security interest therein and adversely affect in the value of the Collateral or any portion proceeds thereof, all upon the ability terms of Grantor or this Agreement, with such writing to be in form and substance satisfactory to Secured Party to dispose of the Collateral or any portion thereof, or the rights and remedies of Secured Party in relation thereto, including without limitation the levy of any legal process against the Collateral or any portion thereofParty.
Appears in 1 contract
Samples: Borrower Security Agreement (American Homepatient Inc)
