Citys Covenants and Agreements
Citys Covenants and Agreements Sample Clauses
Related to Citys Covenants and Agreements
Covenants and Agreements Each Grantor hereby covenants and agrees that: (i) such Grantor shall defend the Collateral against all Persons at any time claiming any interest therein, except with respect to Permitted Liens; (ii) it shall not produce, use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or in material violation of any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (iii) it shall not change such Grantor’s name, chief executive office, type of organization or jurisdiction of organization unless it shall have (A) notified Collateral Agent in writing, by executing and delivering to Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all applicable Supplements to Schedules thereto, at least ten (10) days’ prior to any such change or establishment, identifying such new proposed name, chief executive office, type of organization or jurisdiction of organization and providing such other information in connection therewith as Collateral Agent may reasonably request and (B) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby; (iv) upon such Grantor or any officer of such Grantor obtaining knowledge thereof, it shall promptly notify Collateral Agent in writing of any event that may have a Material Adverse Effect on the value of the Collateral or any material portion thereof, or the rights and remedies of Collateral Agent in relation thereto, including, without limitation, the levy of any legal process against the Collateral or any material portion thereof; (v) except otherwise permitted by the Notes Documents, it shall not take or permit any action which could impair Collateral Agent’s rights in the Collateral in any material respect; and (vi) each Grantor will maintain its primary operating and investments accounts in the United States. The Grantors shall, at least once each week, remit to Deposit Accounts or Securities Accounts maintained by the Grantors in the United States amounts held by them in foreign Deposit Accounts and Securities Accounts in the aggregate value in excess of (A) 5,000,000 euro (as determined two (2) Business Days prior to such remittance) plus (B) amounts required to be maintained by or paid to foreign governmental authorities for taxes, assessments, levies and duties or in respect thereto.
