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COVENANTS BY BORROWER Sample Clauses

COVENANTS BY BORROWER. 12.1. After written notice by Xxxxxx to Borrower, and automatically, without notice, after an Event of Default, Borrower shall not, without the prior written consent of Lender in each instance, (a) grant any extension of time for payment of any of its Accounts, (b) compromise or settle any of its Accounts for less than the full amount thereof, (c) release in whole or in part any Payor, or (d) grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to any of the Accounts. 12.2. From time to time as requested by Xxxxxx, at the sole expense of Borrower, Lender or its designee shall have access, during reasonable business hours if prior to an Event of Default and at any time if on or after an Event of Default, to all premises where Collateral is located for the purposes of inspecting (and removing, if after the occurrence of an Event of Default) any of the Collateral, including Borrower's books and records, and Borrower shall permit Lender or its designee to make copies of such books and records or extracts therefrom as Lender may request. Without expense to Lender, Lender may use any of Borrower's personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies and premises for the collection of accounts and realization on other Collateral as Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender at Xxxxxxxx's expense all financial information, books and records, work papers, management reports and other information in their possession relating to Xxxxxxxx. 12.3. Before sending any Invoice to an Account Debtor, Borrower shall mark same with a notice of assignment as may be required by Xxxxxx. 12.4. Borrower shall pay when due all payroll and other taxes, and shall provide proof thereof to Lender in such form as Lender shall reasonably require. 12.5. Borrower shall not: (a) create, incur, assume or permit to exist, any lien upon or with respect to any assets in which Lender now or hereafter holds as a security interest or (b) except as disclosed on Schedule 12.5 attached hereto and not to exceed the applicable maximum principal amount(s) listed thereunder, incur any indebtedness for borrowed money. 12.6. Notwithstanding Borrower’s obligation to pay the Misdirected Payment Fee, Borrower shall pay to Lender on the next banking day following the date of receipt by Xxxx...
COVENANTS BY BORROWER. As a material inducement to the Lender to lend and re-lend the Revolving Loan to the Borrower, to grant the Term Loan to the Borrower, and to enter into this Agreement, the Borrower covenants and agrees with the Lender that:
COVENANTS BY BORROWER. 5.1 BORROWER AGREES: (A) TO MAINTAIN THE COLLATERAL IN GOOD CONDITION AND REPAIR AND TO TAKE ALL OTHER ACTION THAT MAY BE NECESSARY TO MAINTAIN, PRESERVE AND PROTECT THE COLLATERAL, (B) NOT TO SELL, LEASE OR OTHERWISE TRANSFER OR DISPOSE OF ALL OR ANY PART OF THE COLLATERAL OR ANY INTEREST THEREIN WITHOUT THE PRIOR WRITTEN CONSENT OF NMAC; (C) NOT TO CREATE, INCUR OR PERMIT TO EXIST ANY SECURITY INTEREST, LIEN OR OTHER ENCUMBRANCE UPON ALL OR ANY PART OF THE COLLATERAL, OR ANY INTEREST THEREIN, EXCEPT IN FAVOR OF NMAC; (D) WITHOUT THE PRIOR WRITTEN CONSENT OF NMAC, REMOVE ALL OR ANY PART OF THE COLLATERAL FROM THE PREMISES WHERE PRESENTLY LOCATED. 5.2 BORROWER AGREES TO COMPLY WITH ALL LAWS AND REGULATIONS APPLICABLE TO THE COLLATERAL OR ANY PART THEREOF OR TO THE OPERATION OF BORROWER'S BUSINESS. 5.3 BORROWER AGREES TO MAINTAIN INSURANCE, WITH SUCH INSURANCE COMPANIES, IN SUCH AMOUNTS AND COVERING SUCH RISKS AS ARE AT ALL TIMES SATISFACTORY TO NMAC. ALL POLICIES COVERING THE COLLATERAL ARE TO BE MADE PAYABLE TO NMAC, IN CASE OF LOSS, UNDER A STANDARD NON-CONTRIBUTORY "LENDER'S" OR "SECURED PARTY" CLAUSE. 5.4 AS SOON AS PRACTICABLE, AND IN ANY EVENT WITHIN TEN (10) DAYS, BORROWER SHALL NOTIFY NMAC OF: (A) ANY ATTACHMENT OR OTHER LEGAL PROCESS LEVIED AGAINST ANY OF THE COLLATERAL; (B) ANY SUBSTANTIAL CHANGE IN THE COLLATERAL OR OF THE OCCURRENCE OF ANY EVENT WHICH MAY IN ANY MANNER MATERIALLY AND ADVERSELY AFFECT THE VALUE OF THE COLLATERAL OR THE RIGHTS AND REMEDIES OF NMAC WITH RESPECT THERETO; AND (C) THE REMOVAL OF ANY OF THE COLLATERAL TO A NEW LOCATION OTHER THAN THE DEALERSHIP ADDRESS. ANY NOTICE DELIVERED PURSUANT TO THIS SECTION 5.4 SHALL SET FORTH THE NATURE OF SUCH EVENT AND THE ACTION WHICH BORROWER PROPOSES TO TAKE WITH RESPECT THERETO. 5.5 IN THE EVENT THAT BORROWER FAILS TO PERFORM ANY OBLIGATION SET FORTH HEREIN, NMAC MAY, BUT SHALL NOT BE OBLIGATED TO, PERFORM THE SAME, AND THE COST THEREOF SHALL BE PAYABLE BY BORROWER TO NMAC ON DEMAND AND SHALL BEAR INTEREST AT THE INTEREST RATE.
COVENANTS BY BORROWER. The Borrower covenants and agrees that: 6.1 The Borrower and each U.S. Subsidiary shall preserve and keep in full force and effect its respective corporate existence and all franchises, rights and privileges necessary, in the reasonable judgment of the Borrower's management, to the proper conduct of its respective business, including, without limitation, all necessary franchises, patents, licenses, trademarks, trademark rights, trade name rights, fictitious name authorizations or certificates and copyrights without any unlawful conflict with such franchises, patents, licenses, trademarks, trademark rights, fictitious name authorizations or certificates and copyrights of others. 6.2 The Borrower shall promptly deliver to the Bank copies of any amendments or modifications to its or any U.S. Subsidiary's certificate of incorporation and by-laws (or equivalent documents), certified with respect to the certificate of incorporation (or equivalent) by the Secretary of State of the state or jurisdiction of incorporation (or similar authority), and, with respect to the by-laws (or equivalent), by the Secretary of the Borrower and each U.S.
COVENANTS BY BORROWER. The Borrower covenants and agrees that:
COVENANTS BY BORROWER. As long as any amount of the Total Indebtedness remains outstanding: (a) Borrower will not (i) declare or pay any dividends on any class of its capital stock, (ii) purchase, redeem or retire any of its capital stock or (iii) make any other distribution of any kind or character in respect of any of its capital stock (except, in any such case, (x) as Lender may otherwise agree in writing or (y) as may be required by any indebtedness or contractual arrangement existing on the date hereof). (b) Borrower will not make any loans or advances to any person except for (i) advances for necessary expenses to be incurred in the ordinary course of Borrower’s business and (ii) loans or advances to Borrower’s subsidiaries.

Related to COVENANTS BY BORROWER

  • Payments by Borrower Except to the extent otherwise provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrower under this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim (excluding Taxes required to be withheld pursuant to Section 3.10), to the Administrative Agent at the Principal Office, not later than 1:00 p.m. Central time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 11.5, the Borrower shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrower hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of the Issuing Bank under this Agreement shall be paid to the Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by the Issuing Bank to the Administrative Agent from time to time, for the account of the Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or the Issuing Bank, as the case may be, within one (1) Business Day of receipt of such amounts, the Administrative Agent shall pay interest on such amount until paid at a rate per annum equal to the Federal Funds Rate from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable to such payment for the period of such extension.

  • Payments by Borrower; Presumptions by Agent Unless Agent shall have received notice from Borrower prior to the date on which any payment is due to Agent for the account of the Lenders or the L/C Issuer hereunder that Borrower will not make such payment, Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each of Lenders or the L/C Issuer, as the case may be, severally agrees to repay to Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Agent, at the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation. A notice of Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

  • Payments by Borrowers (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group and shall be made in immediately available funds, no later than 1:30 p.m. on the date specified herein. Any payment received by Agent later than 1:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

  • Waivers by Borrower BORROWER WAIVES (A) THE RIGHT TO TRIAL BY JURY (WHICH LENDER HEREBY ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL; (B) PRESENTMENT, DEMAND AND PROTEST AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NON-PAYMENT, INTENT TO ACCELERATE, ACCELERATION, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY LENDER ON WHICH BORROWER MAY IN ANY WAY BE LIABLE AND HEREBY RATIFIES AND CONFIRMS WHATEVER LENDER MAY DO IN THIS REGARD; (C) NOTICE PRIOR TO TAKING POSSESSION OR CONTROL OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING LENDER TO EXERCISE ANY OF LENDER'S REMEDIES;

  • Waivers by Borrowers Each Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Agent or Lenders to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against any other Credit Party, any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Borrower. It is agreed among each Borrower, Agent and Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this Section 12 and such waivers, Agent and Lenders would decline to enter into this Agreement.

  • Waiver by Borrower Upon the occurrence of an Event of Default, to the extent permitted by law, Borrower covenants that it will not at any time insist upon or plead, or in any manner whatsoever claim or take any benefit or advantage of, any stay or extension law now or at any time hereafter in force, nor claim, take nor insist upon any benefit or advantage of or from any law now or hereafter in force providing for the valuation or appraisement of the Collateral or any part thereof prior to any sale or sales thereof to be made pursuant to any provision herein contained, or to the decree, judgment or order of any court of competent jurisdiction; nor, after such sale or sales, claim or exercise any right under any statute now or hereafter made or enacted by any state or otherwise to redeem the property so sold or any part thereof, and, to the full extent legally permitted, except as to rights expressly provided herein, hereby expressly waives for itself and on behalf of each and every Person, except decree or judgment creditors of Borrower, acquiring any interest in or title to the Collateral or any part thereof subsequent to the date of this Agreement, all benefit and advantage of any such law or laws, and covenants that it will not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any power herein granted and delegated to Lender, but will suffer and permit the execution of every such power as though no such power, law or laws had been made or enacted.

  • Payments by Borrower; Presumptions by Administrative Agent Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

  • Indemnification by Borrower The Borrower shall indemnify each Recipient, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial Lender), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

  • Presumptions Regarding Payments by Borrower Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent on demand that amount so distributed to such Lender or the Issuing Bank, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

  • Indemnification by Borrowers The Borrowers shall indemnify the Administrative Agent, the Collateral Agent (and any sub-agent of either of the foregoing), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Parent Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) relate to claims, damages, losses, liabilities or expenses that are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from any dispute solely among Indemnitees (other than any claims against any Indemnitee in its capacity or in fulfilling its role as an Administrative Agent, Collateral Agent, Co-Documentation Agent, Co-Syndication Agent or Arranger and other than any claims arising out of an act or omission on the part of the Parent Borrower, its Subsidiaries or their respective Affiliates). Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.