Covenants and Agreements of Borrower and Guarantors Sample Clauses

Covenants and Agreements of Borrower and Guarantors. Unless Bank otherwise consents in writing during the extended term as provided herein, each of Borrower, PRIMT, MRM Financial and Emergent covenants and agrees as follows: A. Each will comply with all requirements of this Agreement and with all requirements of all other Loan Documents to the extent not inconsistent with this Agreement; B. Except for Permitted Liens, as defined in the Loan Agreement, neither Borrower, PRIMT, MRM Financial, Emergent, nor any of them, shall further encumber any of its assets; C. Neither Borrower, PRIMT, MRM Financial, Emergent, nor any of them, shall increase the salary of any of its officers, nor pay any bonus to any officer or shareholder, without the written approval of Bank. Notwithstanding the foregoing, the Bank shall be deemed to have given its approval so long as the aggregate amount of any such increase or bonus to be given or paid to an officer and/or shareholder does not exceed 15% of the previous compensation payable to such officer and/or shareholder; D. Neither Borrower, PRIMT, MRM Financial, Emergent, nor any of them, shall make any distributions, payments or other transfers (other than budgeted salaries), whether in cash or in kind, whether from capital, income or otherwise to the shareholders, officers and directors of Borrower, PRIMT, MRM Financial, Emergent, or any of them; E. Neither Borrower, PRIMT, MRM Financial, Emergent, nor any of them, shall draw or present checks or other items which will, if paid, overdraw any of their deposit accounts with Bank, and each of them acknowledges and agrees that if checks or other items are presented to Bank which, if paid, would have the effect of overdrawing any of their deposit accounts, then Bank shall be under no obligation to contact the entity so affected, and Bank shall have the right to return such checks or other items; F. Except for the contemplated merger between Borrower and PRIMT, with PRIMT as the surviving entity, Borrower, PRIMT, MRM Financial, Emergent, and each of them, will at all times maintain their separate legal existence and further will maintain separate books and accounting records all of which will be maintained in accordance with generally accepted accounting principles consistently applied; G. Unless Bank has already been paid off in full on both the Term Note and the Revolving Credit Note, on or before the date that the merger of Borrower and PRIMT, described in Recital "5" of this Agreement takes effect PRIMT will sign and deliver to Ban...
Sample 1
AutoNDA by SimpleDocs

Related to Covenants and Agreements of Borrower and Guarantors

  • Covenants and Agreements of the Parties The Parties covenant and agree as follows:

  • Covenants and Agreements of the Company The Company further covenants and agrees with the Placement Agent as follows:

  • Covenants and Agreements of Seller Seller covenants and agrees with Buyer as follows:

  • COVENANTS AND AGREEMENTS OF BUYER Buyer covenants and agrees with Seller as follows:

  • Special Covenants and Agreements SECTION 5.1. COMPANY TO MAINTAIN ITS CORPORATE EXISTENCE; CONDITIONS UNDER WHICH EXCEPTIONS PERMITTED. The Company agrees that during the term of this Agreement, it will maintain its corporate existence and its good standing in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation unless the acquirer of its assets or the corporation with which it shall consolidate or into which it shall merge shall (i) be a corporation organized under the laws of one of the states of the United States of America, (ii) be qualified to do business in the State, and (iii) assume in writing all of the obligations of the Company under this Agreement and the Tax Agreement. Any transfer of all or substantially all of the Company's generation assets shall not be deemed to constitute a "disposition of all or substantially all of the Company's assets" within the meaning of the preceding paragraph. Any such transfer of the Company's generation assets shall not relieve the Company of any of its obligations under this Agreement. The Company hereby agrees that so long as any of the Bonds are insured by a Bond Insurance Policy issued by the Bond Insurer and the Bond Insurer shall not have failed to comply with its payment obligations under such Policy, in the event of a Reorganization, unless otherwise consented to by the Bond Insurer, the obligations of the Company under, and in respect of, the Bonds, the G&R Notes, the G&R Indenture and the Agreement shall be assumed by, and shall become direct and primary obligations of, a Regulated Utility Company such that at all times the obligor under this Agreement and the obligor on the G&R Notes is a Regulated Utility Company. The Company shall deliver to the Bond Insurer a certificate of the president, any vice president or the treasurer and an opinion of counsel reasonably acceptable to the Bond Insurer stating in each case that such Reorganization complies with the provisions of this paragraph. The Company need not comply with any of the provisions of this Section 5.1 if, at the time of such merger or consolidation, the Bonds will be defeased as provided in Article VIII of the Indenture. The Company need not comply with the provisions of the second paragraph of this Section 5.1 if the Bonds are redeemed as provided in Section 3.01(B)(3) of the Indenture or if the Bond Insurance Policy is terminated as described in Section 3.06 of the Indenture in connection with a purchase of the Bonds by the Company in lieu of their redemption.

  • Covenants of the Loan Parties Section 5.01 Affirmative Covenants 76 Section 5.02 Negative Covenants 80 Section 5.03 Reporting Requirements 86 Section 5.04 Financial Covenants 89

  • Covenants and Continuing Agreements So long as any amount owing in respect of the Obligations (whether or not due) shall remain unpaid, Borrower covenants that, unless otherwise consented to by Lender in writing, it shall:

  • Further Agreements of the Company and the Guarantors The Company and each of the Guarantors jointly and severally covenant and agree with each Initial Purchaser that:

  • COVENANTS OF PARENT AND THE COMPANY The parties hereto agree that:

  • 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:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!