Covenants by Client Clause Samples
Covenants by Client. 11.1. Client shall deliver to Amerisource such documentation as may be requested by Amerisource from time to time, including but not limited to: (a) monthly internally-prepared financial statements, accounts receivable aging and accounts payable aging, to be delivered to Amerisource within 20 days of month-end; (b) quarterly 941 payroll tax filings and proof of payment; (c) annual CPA-prepared (reviewed or audited) financial statements, federal 1120 tax return, and updated corporate financial statements for each corporate guarantor, to be delivered to Amerisource within 90 days of year-end; and (d) any other report or documentation reasonably requested by Amerisource.
11.2. Client shall not permit its Tangible New Worth (defined as Borrower’s total equity reported on its financial statements in accordance with GAAP, less intangible assets, plus any indebtedness to Amerisource in a format acceptable to Amerisource in its sole discretion) to fall below $3,500,00.00
11.3. Client shall direct all payments for Client’s Accounts to Amerisource’s P.O. Box address via a change of address letter to be sent to all of Client’s Account Debtors on Client’s letterhead. Client shall imprint this P.O. Box address as the sole remittance address on each and every Invoice and communication to all of its Account Debtors, without exception. Payments received by Amerisource shall be applied against the corresponding open Invoices purchased and ledgered by Amerisource and shall be applied to reduce the Client’s outstanding Obligations to Amerisource with a maximum of three days for check clearance.
11.4. Any and all checks or other payments received by Client from its Account Debtors or obligors shall be held in trust for Amerisource and shall not constitute the property of Client, and Client shall deliver such instruments in kind to Amerisource within five banking days following the date of receipt by Client. Client shall pay to Amerisource fifteen percent (15%) of the amount of any payment received by Client and not delivered in kind to Amerisource within five banking days following the date of receipt by Client.
11.5. Client shall notify Amerisource promptly of and, if requested by Amerisource, will settle all disputes concerning any Purchased Account, at Client's sole cost and expense.
11.6. After written notice by Amerisource to Client, and automatically, without notice, after an Event of Default, Client shall not, without the prior written consent of Amerisource in each in...
Covenants by Client. 8.1 Client shall not (i) merge or consolidate with any other entity or person, or (ii) purchase all or substantially all of the assets of any other entity or person.
8.2 After written notice by Meridian to Client, and automatically, without notice, after an Event of Default, Client shall not (a) grant any extension of time for payment of any of the Accounts, (b) compromise or settle any of the 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.
8.3 From time to time as requested by Meridian, at the sole expense of Client, Meridian shall have access, during reasonable business hours if prior to an Event of Default and at any time on or after an Event of Default, to all premises where Collateral is located for the purposes of inspecting (and removing, on or after ten days after the occurrence of an Event of Default) any of the Collateral, including Client's books and records, and Client shall permit Meridian or its designee to make copies of such books and records or extracts therefrom as Meridian may request. Without expense to Meridian, Meridian may use any of Client'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 Meridian, in its sole discretion, deems appropriate. Client hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Meridian at Client's expense all financial information, books and records, work papers, management reports and other information in their possession relating to Client.
8.4 Before sending any Invoice to any Payor, Client shall instruct that all payments on account thereof be made directly to:
Covenants by Client. Client and each principal who has executed this Agreement on Client’s behalf, covenants, upon the execution of this Agreement and in each instance that a Schedule of Accounts is delivered to Triumph, each of the following:
9.1. Each Purchased Account is and will: (a) remain a bona fide existing obligation created hy the full and complete rendition of services or sale and delivery of goods in the ordinary course of Client’s business; (b) remain unconditionally owed and will be paid to Triumph in full without any assertion of a defense, dispute, offset, counterclaim, or right of return or cancellation, other than Accounts owed by an Account Debtor which becomes subject to any bankruptcy or state debtor relief proceeding; and (c) not constitute a sale to any entity that is Affiliated with Client or in any way not an “arm’s length” transaction.
9.2. Client shall not create, incur, assume or permit to exist any Security Interest, lien or any form of adverse ownership interest or claim upon or with respect to any of the Purchased Accounts or Collateral in which Triumph now or hereafter holds an ownership interest or a Security Interest.
9.3. Before sending any Invoice to an Account Debtor, Client shall notate on same the form of notice of assignment as may be required by Triumph and/or otherwise notify any Payor of such assignment of Triumph’s right to receive payment.
9.4. Client shall not solicit from any Account Debtor any form of payment in respect to a Purchased Account or any Account offered for sale to Triumph. Should Client receive payment of all or any portion of any Purchased Account, Client shall immediately notify Triumph of receipt of the payment, hold said payment in express trust for Triumph separate and apart from Client’s own property and funds, and by no later than the next banking day following the date of receipt, deliver said payment to Triumph in the identical form in which received. Any claim or cause of action that Client may have against Triumph, whether predicated on this Agreement or otherwise, shall not constitute a defense or any form of excuse of non-pcrformance to the enforcement by Triumph in law or in equity of the provisions contained in this section applicable to Client’s duty to hold in trust and turn over all proceeds of Purchased Accounts to Triumph. The Client’s duties and Obligations contained in this section shall at all times be deemed independent covenants such that Client’s duty to honor the provisions of this section ...
Covenants by Client. 8.1. After an Event of Default, Client shall not (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 of Client's Account Debtors, or (d) grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to any Accounts.
8.2. Before sending any Invoice to an Account Debtor, Client shall mark same with such notice of assignment as Celtic may require following the occurrence of an Event of Default.
8.3. Client shall pay when due all payroll and other taxes, and shall provide proof thereof to Celtic in such form as Celtic shall reasonably require.
8.4. Client shall not create, incur, assume or permit to exist any lien upon or with respect to any assets in which Celtic now or hereafter holds a security interest.
8.5. The proceeds of any advances hereunder, including for the avoidance of doubt under Sections 2 or 3 hereof, shall not be used for personal, family, or household purposes.
8.6. Client shall reimburse Celtic for all costs and expenses, including attorneys' fees, which Celtic incurs in enforcing any judgment rendered in connection with this Agreement. This provision is severable from all other provisions hereof and shall survive, and not be deemed merged into, such judgment.
8.7. Client shall use the proceeds of all advances hereunder solely for purchasing or otherwise acquiring the following specific products or services for its business: (i) specified merchandise, (ii) insurance, (iii) services or equipment, (iv) inventory and/or other specified goods, (v) construction of and/or improvement to facilities, (vi) the financing of specified sales transactions, and (vii) public work projects and/or education services.
8.8. Client shall give Celtic and BlueVine prompt prior written notice of any proposed change to its charter, articles of incorporation, bylaws or other organizational documents, including without limitation any proposed change in Client's legal name or proposed use of a fictitious business name. Client acknowledges that any such change may not be acceptable to Celtic or BlueVine, and that Client will be deemed to be in default if Client adopts an unacceptable change. As a condition to accepting a change, Celtic and/or BlueVine may require that Client take further action, including without limitation executing a document reaffirming its obligations under this Agreement.
Covenants by Client. 9.1. After written notice by Amerisource to Client, and automatically, without notice, after an Event of Default, Client shall not, without the prior written consent of Amerisource in each instance, (a) grant any extension of time for payment of any of the Accounts, (b) compromise or settle any of the Accounts for less than the full amount thereof, (c) release in whole or in part any Account Debtor, or (d) grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to any of the Accounts.
9.2. From time to time as requested by Amerisource, at the sole expense of Client, Amerisource or its designees shall have access, during reasonable business hours if prior to an Event of Default and at any time if 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 Client's books and records, and Client shall permit Amerisource or its designees to make copies of such books and records or extracts there from as Amerisource may request.
9.3. If Client chooses to sell Accounts to Amerisource from a particular Account Debtor, then Client shall ▇▇▇▇ any and all Invoices to such Account Debtor with a notice of assignment as may be required by Amerisource before sending any Invoices to such Account Debtor.
9.4. Client shall reimburse Amerisource for any out-of-pocket expenses directly incurred by Amerisource in the administration of this Agreement, including fees for periodic field exams.
9.5. Client shall pay when due all payroll and other taxes, and shall provide proof thereof to Amerisource in such form as Amerisource shall reasonably require.
9.6. Client shall not create, incur, assume or permit to exist any lien or security interest upon or with respect to any Collateral now owned or hereafter acquired by Client.
9.7. Client shall deliver in kind to Amerisource, on the next banking day following the date of receipt by Client, the amount of any payment on account of a Purchased Account. Client shall pay to Amerisource fifteen percent (15%) of the amount of any payment on account of a Purchased Account which has been received by Client and not delivered in kind to Amerisource on the next banking day following the day of receipt by Client.
Covenants by Client. 11.1. After written notice by Meridian to Client, and automatically, without notice, after an Event of Default Client shall not (a) grant any extension of time for payment of any of the Purchased Accounts, (b) compromise or settle any of the Purchased 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 Purchased Accounts, except as may arise as a result of minor errors occurring in the ordinary course of business.
11.2. From time to time as requested by Meridian, at the sole expense of Client, Meridian shall have access, during reasonable business hours if prior to an Event of Default and at any time 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 Client’s books and records, and Client shall permit Meridian or its designee to make copies of such books and records or extracts therefrom as Meridian may request. Without expense to Meridian, Meridian may use any of Client’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 Meridian, in its sole discretion, deems appropriate. Client hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Meridian at Client’s expense all financial information, books and records, work papers, management reports and other information in their possession relating to Client. Meridian’s activities in this section shall be conducted in compliance with Health Insurance Portability and Accountability Act of 1996.
11.3. Before sending any Invoice to any Payor, Client shall instruct that all payments on account thereof be made directly to:
11.3.1. Meridian, if the Account is not the result of healthcare services provided pursuant to a program of the United States Government which requires that payments thereunder be made only to the Governmental Lock Box, in all other cases,
11.3.2. The Governmental Lock Box, by sending the form of Notice to Payors of Governmental Receivables (or such other form as shall be selected by Meridian) attached hereto as Exhibit B.
11.4. Client shall pay when due all payroll and other taxes, and shall provide proof thereof...