Covenants Concerning Collateral. The Debtor further covenants with the Secured Party as follows: (a) the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at its principal business offices and the Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted the Debtor shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and the Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) the Debtor shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Secured Party, (d) the Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party or its designee, to inspect the Collateral at any reasonable time, wherever located, (f) the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this agreement, (g) the Debtor will continue to operate, its business in compliance with all applicable provisions of the Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (h) the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (i) sales and leases of inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with past practices dispositions permitted by the Credit Documents.
Covenants Concerning Collateral. Borrower covenants that:
a. Borrower will keep the Accounts and Inventory free and clear of any and all security interests, liens, assignments or other encumbrances, except Permitted Encumbrances.
b. Borrower will immediately notify Lender of any dispute concerning any Account and of any bankruptcy filing, lien, garnishment, or other legal action concerning any Account or Account Debtor.
c. Borrower hereby authorizes Lender to file UCC Financing Statements concerning the Collateral. Borrower will execute and deliver any documents (properly endorsed, if necessary) reasonably requested by Lender for perfection or enforcement of any security interest or lien, give good faith, diligent cooperation to Lender, and perform such other acts reasonably requested by Lender for perfection and enforcement of any security interest or lien, including, without limitation, obtaining control for purposes of perfection with respect to Collateral consisting of deposit accounts, investment property, letter-of-credit rights, and electronic chattel paper. Lender is authorized to file, record, or otherwise utilize such documents as it deems necessary to perfect and/or enforce any security interest or lien granted hereunder.
d. Borrower shall keep the Equipment in good repair, ordinary wear and tear and obsolescence excepted, and be responsible for any loss or damage to the Equipment. Borrower shall pay when due all taxes, license fees, and other charges on the Equipment. Borrower shall not sell, convey, transfer, assign, conceal, or in any way dispose of the Equipment. Borrower shall not misuse or permit the Equipment to be used unlawfully or for hire or contrary to the provisions of any insurance coverage. Risk of loss of the Equipment shall be on Borrower at all times unless Lender takes possession of the Equipment. Loss of or damage to the Equipment or any part thereof shall not release Borrower from any of the obligations secured by the Equipment.
e. Borrower agrees to insure the Equipment and Inventory, at Borrower’s expense, against loss, damage, theft, and such other risks as Lender may request to the full insurable value thereof with insurance companies and policies satisfactory to Lender. Proceeds from such insurance shall be payable to Lender as its interest may appear. Such policies shall name Lender as an additional insured and as lender loss payee and shall provide for a minimum thirty (30) days written cancellation notice to Lender. Upon request, policies or certifi...
Covenants Concerning Collateral. Each Obligor jointly and severally covenants that:
(a) The Obligors will keep the Collateral free and clear of any and all security interests, liens, assignments or other encumbrances, except Permitted Encumbrances and no Obligor shall enter into any licenses with respect to the Collateral, except as granted prior to the effective date herein.
(b) The Obligors shall pay the 8th-year Maintenance Fee for the ‘391 Patent by no later than June 17, 2010.
(c) Each Obligor does hereby make, constitute, and appoint the Secured Party and its designees as such Obligor’s true and lawful attorney in fact, with full power of substitution, such power to be exercised following and during the continuance of an uncured default under this Patent Security Agreement to do any and all things necessary or proper to carry out the intent of this Patent Security Agreement and to perfect and protect the liens and rights of the Secured Party created under this Patent Security Agreement.
(d) The Obligors further agree to execute and deliver to the Secured Party all other written notices and similar documents requested by the Secured Party following an uncured default under this Patent Security Agreement, specifically including an assignment of the entire right, title and interest in and to the ‘391 Patent to the Secured Party.
(e) The Obligors shall execute all such collateral assignments with respect to the ‘391 Patent as the Secured Party reasonably requests in order to perfect the security interests in such Collateral. The Obligors shall promptly execute for subsequent filing with the United States Patent and Trademark Office, such collateral assignments with respect to the ‘391 Patent as the Secured Party reasonably requests.
Covenants Concerning Collateral. The Debtor further covenants with the Secured Party as follows: (a) except for the security interest herein granted, the Debtor shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and the Grantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (b) the Debtor shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Secured Party, (c) the Debtor will not use the Collateral in violation of any policy of insurance thereon, (d) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral and any records pertaining thereto, wherever located, at any reasonable time during business hours upon prior notice, (e) the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement other than any taxes contested in good faith and for which appropriate reserves have been established by the Debtor, and (f) the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except as permitted by the Loan Agreement.
Covenants Concerning Collateral. Section 8.01
Covenants Concerning Collateral. Pledgor covenants that: ----------------------------------
a. Pledgor will keep the Collateral free and clear of any and all security interests, liens, assignments or other encumbrances, except those for current taxes and assessments which are not delinquent and those arising from this Agreement.
b. Pledgor agrees to give good faith, diligent cooperation to Secured Party and to perform such other acts reasonably requested by Secured Party for perfection and enforcement of said security interests.
c. Except for $10,000 worth of shares of common stock that each Pledgor may sell prior to the filing of the registration statement, each Pledgor represents and warrants that Pledgor will not sell any shares of Diversified Product Inspections, Inc. Common Stock that it currently owns or may own after the signing of this Agreement until the earlier of (i) the date that the registration statement covering the Common Stock underlying the Debentures is declared effective or (ii) the date that the Debentures are redeemed or converted in full, including accrued but unpaid interest and liquidated damages, if any.
Covenants Concerning Collateral. Pledgor covenants that:
a. Pledgor will keep the Collateral free and clear of any and all security interests, liens, assignments or other encumbrances, except those for current taxes and assessments which are not delinquent and those arising from this Agreement.
b. Pledgor agrees to promptly execute and deliver any UCC Financing Statements reasonably requested by Secured Party for perfection or enforcement of this Agreement and the security interests created hereby, and to give good faith, diligent cooperation to Secured Party and to perform such other acts reasonably requested by Secured Party for perfection and enforcement of said security interests.
Covenants Concerning Collateral. Borrower covenants with Secured Party as follows: (i) the Collateral, to the extent not delivered to Secured Party pursuant to the terms hereof, will be kept at Borrower's main location and, except with respect to Inventory sold or delivered in the ordinary course of business, Borrower will not remove any of the Collateral from such location, without providing at least thirty (30) days prior written notice to Secured Party;
Covenants Concerning Collateral. Each Debtor further covenants with the Secured Party as follows:
(a) the Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon,
(b) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located,
(c) the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement, and
(d) the Debtor will operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances.
Covenants Concerning Collateral. Each Debtor covenants with Secured Party that it will (a) not use the Collateral in violation of any law or any policy of insurance, (b) pay when due all taxes, assessments, governmental charges, and levies made upon the Collateral, incurred in connection with the use or operation of the Collateral, or incurred in connection with this agreement, unless (x) the same are being contested in good faith by proper legal proceedings and (y) adequate reserves have been established and maintained therefor, and (c) operate its business in compliance with (i) all applicable material provisions of the federal Fair Labor Standards Act, as amended, and (ii) all applicable material provisions of federal, state, and local statutes and ordinances dealing with the control, shipment, storage, or disposal of hazardous materials or substances.
