CERTAIN COVENANTS OF THE BORROWER Sample Clauses

CERTAIN COVENANTS OF THE BORROWER. The Borrower covenants and agrees that so long as any Advance shall remain unpaid:
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CERTAIN COVENANTS OF THE BORROWER. The Borrower covenants and agrees that so long as the Loan shall remain unpaid or the Commitment has not been terminated:
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CERTAIN COVENANTS OF THE BORROWER. SECTION 5.01.
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CERTAIN COVENANTS OF THE BORROWER. (a) The Borrower hereby agrees that, simultaneously with the delivery of any report to or by the Borrower's special committee of the board of directors, or to shareholders, holders of the Borrower's senior debt securities issued pursuant to the Indenture dated as of July 15, 1997, as amended or supplemented to date, with First Union National Bank, as Trustee, or to the Securities and Exchange Commission, regarding the Undisclosed Transactions, the Undisclosed Transaction Matters or any related matter, or with the issue of any press release pertaining to any of the foregoing, the Borrower shall furnish to the Agent and the Banks a copy thereof; provided, however, -------- ------- as to any such reports to or by the Borrower's special committee of the board of directors, if the Borrower reasonably believes, based on advice of counsel, that the delivery of such report in unredacted form would constitute a waiver of any attorney-client or other privilege which otherwise would be available to it, it may instead furnish a redacted report, or a summary of such report, which is limited to the relevant facts. (b) Each of the Obligors hereby agrees that from and after the Effective Date, it shall not, and shall not permit any Subsidiary to, enter into or become a party to any contractual restriction on the ability of either of the Obligors or any such Subsidiary to xxxxx x Xxxx to secure the Obligations on any asset now owned or hereafter acquired by it (any such restriction being a "Negative Pledge Clause"); provided, however, that if either -------- ------- of the Obligors or any Subsidiary obtains any purchase money financing for the acquisition and/or construction of a project (without creating a New Event of Default under the Credit Agreement), nothing in the foregoing shall restrict its right to include, as part of such purchase money financing, a Negative Pledge Clause as to the project being financed (but not as to any other assets). (c) Each of the Obligors hereby agrees that from and after the Effective Date, it shall not, and shall not permit any Subsidiary to, remove from the Borrowing Base any Eligible Property which is in the Borrowing Base on the Effective Date (collectively, the "Existing Borrowing Base Properties") or convey, assign or otherwise transfer, or create, assume or (except for any servitude or easement which is not a Mortgage and which was in existence on the Effective Date) suffer to exist any Lien on, any of the Existing Borrowing Base ...
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CERTAIN COVENANTS OF THE BORROWER. The Borrower covenants and agrees with each party hereto as follows: (a) The Borrower will, at its cost and expense, cause to be done, executed, acknowledged and delivered all and every such further acts, conveyances and assurances as any Certificate Holder shall reasonably require for accomplishing the purposes of this Agreement and the other Operative Documents; provided that any instrument or other document so executed by the Borrower will not expand any obligations or limit any rights of the Borrower in respect of the transactions contemplated by any Operative Documents. (b) The Borrower, at its expense, will cause the Trust Indenture, all Trust Indenture Supplements and all amendments to the Trust Indenture to be promptly filed and recorded, or filed for recording, to the extent permitted under the Federal Aviation Act, or required under any other applicable law of the jurisdiction where the Aircraft is registered. The Borrower agrees to furnish the Indenture Trustee and the Certificate Holders with copies of the foregoing documents with recording data as promptly as practicable following the issuance of same by the FAA. Further, Borrower will cause, subject to receipt of any necessary consent, the registration with the International Registry of the applicable international interests in the Airframe or and each Engine attributable to the Trust Indenture and, if required by the Operative Documents, any Lease. Borrower shall pay all reasonable costs and expenses associated with the foregoing. (c) Borrower will take or cause to be taken such action with respect to the recording, filing, re-recording and re-filing of the FAA Xxxx of Sale, the Trust Indenture, the Trust Supplement, and any financing statements or other instruments or, if required by the terms of the Operative Documents, registrations with the International Registry, as are necessary to maintain, so long as the Trust Indenture is in effect, the perfection of any security interest that may be claimed to have been created by the Trust Indenture or will furnish to Indenture Trustee timely notice of the necessity of such action, together with such instruments, in execution form, and such other information as may be required to enable it to take such action. Except as otherwise provided in the Operative Documents, Borrower shall pay all reasonable costs and expenses associated with the foregoing. (d) The Borrower shall pay all reasonable fees and expenses incurred by the Indenture Trustee and th...
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CERTAIN COVENANTS OF THE BORROWER. 26 SECTION 8.1 Maintenance of Office ............................... 26 SECTION 8.2 Existence ........................................... 26 SECTION 8.3 General Maintenance of Business, Etc. ............... 26 SECTION 8.4 Financial Statements and Reports .................... 27 SECTION 8.5 Inspection .......................................... 27 SECTION 8.6
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CERTAIN COVENANTS OF THE BORROWER. (a) The Borrower hereby agrees that, simultaneously with the delivery of any report to or by the Borrower's special committee of the board of directors, or to shareholders, holders of the Borrower's senior debt securities issued pursuant to the Indenture dated as of July 15, 1997, as amended or supplemented to date, with First Union National Bank, as Trustee, or to the Securities and Exchange Commission, regarding the Undisclosed Transactions, the Undisclosed Transaction Matters or any related matter, or with the issue of any press release pertaining to any of the foregoing, the Borrower shall
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CERTAIN COVENANTS OF THE BORROWER. The Borrower covenants and agrees that, from the date hereof and until the Obligations have been fully paid and satisfied, unless the Bank (in its sole discretion) shall consent otherwise in writing: (a) The Borrower shall give, or cause to be given, immediate written notice to the Bank of: (i) any change in the name, domicile, primary residence, employer or chief executive office of the Borrower, as applicable, or, to the best knowledge of the Borrower, the name or chief executive office of any issuer or holder of any Collateral; (ii) the institution or threat of, or any adverse determination or change in, any action, suit, investigation or proceeding (whether or not purportedly on behalf of the Borrower or any issuer or holder of any Collateral) at law, in equity, in arbitration or by or before any other authority involving or affecting (A) the Borrower or, to the best knowledge of the Borrower, any issuer or holder of any Collateral that, if adversely determined, would be reasonably likely to have a Material Adverse Effect (individually or in the aggregate with other events), (B) any alleged criminal act or activity (other than a traffic misdemeanor or lesser traffic violation) on the part of the Borrower, (c) any part of the Collateral or Obligations, or (D) any of the transactions contemplated in this Agreement and the other Loan Documents; (iii) any change in location or any loss of or other material and adverse change in the Collateral; (iv) any act or event known to the Borrower that in any material respect violates, is in conflict with, results in a breach of or constitutes a default (with or without the giving of notice or the passage of time or both) under any term or provision of any of the Organizational Documents, Custody Documents or Collateral Acknowledgments; (v) any material change known to the Borrower in the trading policies, trading strategies, business, management or control of any investment company, fund or adviser respecting any of the Collateral; (vi) any attachment, confiscation, detention, levy, requisition, seizure or other taking of any part of the Collateral, whether through process of law or otherwise, or any filing or other imposition of any financing statement or other lien or encumbrance against any part of the Collateral; (vii) any Event of Default ; or (viii) any other event if such event would be reasonably likely to have or has had any material and adverse effect, individually or in the aggregate, upon (1) the assets,...
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CERTAIN COVENANTS OF THE BORROWER 
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Related to CERTAIN COVENANTS OF THE BORROWER

  • Certain Covenants of the Company The Company covenants with each Underwriter as follows: (a) During the period described in the following sentence of this Section 4(a), the Company shall advise the Representative promptly of any proposal to amend or supplement the Registration Statement, the Time of Sale Prospectus or the Prospectus (except by documents filed under the Exchange Act) and will not effect such amendment or supplement (except by documents filed under the Exchange Act) without the consent of the Representative, which consent will not be unreasonably withheld. If, at any time after the public offering of the Class B Certificates, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales of the Class B Certificates by an Underwriter or a dealer, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus so that the statements therein will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, contain a material misstatement or omission, or if it is necessary to amend the Registration Statement or amend or supplement the Prospectus to comply with law, the Company shall prepare and furnish at its expense to the Underwriters and to the dealers (whose names and addresses the Representative will furnish to the Company) to which Class B Certificates may have been sold by the Representative on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, contain a material misstatement or omission, or amendments or supplements to the Registration Statement or the Prospectus so that the Registration Statement or the Prospectus, as so amended or supplemented, will comply with law and cause such amendments or supplements to be filed promptly with the Commission. (b) During the period mentioned in paragraph (a) above, the Company shall notify each Underwriter immediately of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of any supplement to the Prospectus or any document that would as a result thereof be incorporated by reference in the Prospectus, (iii) the receipt of any comments from the Commission with respect to the Registration Statement or the Prospectus, (iv) any request by the Commission to the Company for any amendment to the Registration Statement or any supplement to the Prospectus or for additional information relating thereto or to any document incorporated by reference in the Prospectus and (v) receipt by the Company of any notice of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, the suspension of the qualification of the Class B Certificates for offering or sale in any jurisdiction, or the institution or threatening of any proceeding for any of such purposes; and the Company agrees to use every reasonable effort to prevent the issuance of any such stop order and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment and the Company shall endeavor (subject to the proviso to Section 4(g)), in cooperation with the Underwriters, to prevent the issuance of any such stop order suspending such qualification and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. (c) During the period mentioned in paragraph (a) above, the Company will furnish to each Underwriter as many conformed copies of the Registration Statement (as originally filed), the Time of Sale Prospectus, the Prospectus, and all amendments and supplements to such documents (excluding all exhibits and documents filed therewith or incorporated by reference therein) and as many conformed copies of all consents and certificates of experts, in each case as soon as available and in such quantities as each Underwriter reasonably requests. (d) Promptly following the execution of this Agreement, the Company will prepare a Prospectus that complies with the Securities Act and that sets forth the face amount of the Class B Certificates and their terms not otherwise specified in the preliminary prospectus or the Basic Prospectus included in the Registration Statement, the name of each Underwriter and the face amount of the Class B Certificates that each severally has agreed to purchase, the name of each Underwriter, if any, acting as representative of the Underwriters in connection with the offering, the price at which the Class B Certificates are to be purchased by the Underwriters from the Class B Trustee, any initial public offering price, any selling concession and reallowance and any delayed delivery arrangements, and such other information as the Representative and the Company deem appropriate in connection with the offering of the Class B Certificates. The Company will timely transmit copies of the Prospectus to the Commission for filing pursuant to Rule 424 under the Securities Act. (e) The Company shall furnish to each Underwriter a copy of each free writing prospectus relating to the offering of the Class B Certificates prepared by or on behalf of, used by, or referred to by the Company and shall not use or refer to any proposed free writing prospectus to which the Representative reasonably objects. (f) If the Time of Sale Prospectus or any “issuer free writing prospectus” is being used to solicit offers to buy the Class B Certificates at a time when a Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus or any “issuer free writing prospectus” in order to make the statements therein, in the light of the circumstances when it is delivered to a prospective purchaser, not misleading in any material respect, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus or any “issuer free writing prospectus” conflicts with the information contained in the Registration Statement then on file, or if it is necessary to amend or supplement the Time of Sale Prospectus or any “issuer free writing prospectus” to comply with applicable law, the Company shall forthwith prepare, file promptly with the Commission and furnish, at the Company’s expense, to the Underwriters and to the dealers (whose names and addresses the Representative will furnish to the Company) to which Class B Certificates may have been sold by the Representative on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Time of Sale Prospectus or such “issuer free writing prospectus” so that the statements in the Time of Sale Prospectus or such “issuer free writing prospectus” as so amended or supplemented will not, in the light of the circumstances when it is delivered to a prospective purchaser, be misleading in any material respect or so that the Time of Sale Prospectus or such “issuer free writing prospectus”, as so amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus or such “issuer free writing prospectus”, as amended or supplemented, will comply with applicable law. (g) The Company shall, in cooperation with the Underwriters, endeavor to arrange for the qualification of the Class B Certificates for offer and sale under the applicable securities or “blue sky” laws of such jurisdictions in the United States as the Representative reasonably designates and will endeavor to maintain such qualifications in effect so long as required for the distribution of such Class B Certificates; provided that the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities, (ii) file a general consent to service of process or (iii) subject itself to taxation in any such jurisdiction. (h) During the period of ten years after the Closing Date, the Company will promptly furnish to each Underwriter, upon request, copies of all Annual Reports on Form 10-K and any definitive proxy statement of the Company (including any successor by merger of the Company) filed with the Commission; provided that (a) filing such documents with the Commission or (b) providing a website address at which such Annual Reports and any such definitive proxy statements may be accessed will satisfy this clause (h). (i) If the third anniversary of the initial effective date of the Registration Statement occurs before all the Class B Certificates have been sold by the Underwriters, then prior to the third anniversary, the Company shall file a new shelf registration statement and take any other action necessary to permit the public offering of the Class B Certificates to continue without interruption, in which case references herein to the Registration Statement shall include the new registration statement as it shall become effective. (j) Between the date of this Agreement and the Closing Date, the Company shall not, without the prior written consent of the Representative, offer, sell or enter into any agreement to sell (as public debt securities registered under the Securities Act (other than the Class B Certificates and related Series B Equipment Notes, a junior class of pass through certificates with respect to a previously issued series and related equipment notes or up to three classes of pass through certificates for a newly-issued series and related equipment notes) or as debt securities which may be resold in a transaction exempt from the registration requirements of the Securities Act in reliance on Rule 144A thereunder and which are marketed through the use of a disclosure document containing substantially the same information as a prospectus for similar debt securities registered under the Securities Act), any equipment notes, pass through certificates, equipment trust certificates or equipment purchase certificates secured by aircraft owned by the Company (or rights relating thereto). (k) The Company shall prepare a final term sheet relating to the offering of the Class B Certificates, containing only information that describes the final terms of the Class B Certificates or the offering in a form consented to by the Representative and shall file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Class B Certificates.

  • Certain Covenants of the Parties Seller and Company, on the one hand, and Buyer, on the other hand, hereby covenant to and agree with one another as follows:

  • CERTAIN NEGATIVE COVENANTS OF THE BORROWER The Borrower covenants and agrees that, so long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note is outstanding or any Bank has any obligation to make any Loans or the Agent has any obligations to issue, extend or renew any Letters of Credit:

  • Covenants of the Borrower SECTION 5.01.

  • Negative Covenants of the Borrower So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will not appoint or permit or suffer to be appointed any successor Borrower without the prior written consent of the Liquidity Provider, which consent shall not be unreasonably withheld or delayed.

  • Covenants of the Borrowers The Borrowers covenant and agree with the Lenders and the Administrative Agent that, so long as any Commitment, Loan or Letter of Credit Liability is outstanding and until payment in full of all amounts payable by the Borrowers hereunder:

  • Certain Covenants of the Stockholder Except in accordance with the terms of this Agreement, the Stockholder hereby covenants and agrees as follows:

  • Certain Covenants (a) The Company covenants that all shares of Common Stock issued upon conversion of Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (b) The Company covenants that, if any shares of Common Stock to be provided for the purpose of conversion of Notes hereunder require registration with or approval of any governmental authority under any federal or state law before such shares of Common Stock may be validly issued upon conversion, the Company will, to the extent then permitted by the rules and interpretations of the Commission, secure such registration or approval, as the case may be. (c) The Company further covenants that if at any time the Common Stock shall be listed on any national securities exchange or automated quotation system the Company will list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, any Common Stock issuable upon conversion of the Notes.

  • Certain Covenants and Agreements of the Company The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows: A. To advise the Placement Agent and the Investor of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time as soon as the Company is either informed or becomes aware thereof. B. To use its commercially reasonable efforts to cause the Common Stock issuable in connection with the Standby Equity Distribution Agreement to be qualified or registered for sale on terms consistent with those stated in the Registration Rights Agreement and under the securities laws of such jurisdictions as the Placement Agent and the Investor shall reasonably request. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide the Placement Agent and the Investor copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, during the registration period of the Standby Equity Distribution Agreement, to the Investor upon the Investor's request, within forty five (45) days, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To comply with the terms of the Offering Materials. F. To ensure that any transactions between or among the Company, or any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in an "arm's length" transaction with an independent third party.

  • Affirmative Covenants of the Borrower So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will, unless the Liquidity Provider shall otherwise consent in writing:

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