COVENANTS OF DEBTOR Sample Clauses

COVENANTS OF DEBTOR. 6.1 Debtor agrees in general: (a) to pay Indebtedness secured hereby when due; (b) to indemnify Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (c) to permit Bank to exercise its powers; (d) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests contemplated hereby; (e) not to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Bank prior written notice thereof; (f) not to change the places where Debtor keeps any Collateral or Debtor’s records concerning the Collateral and Proceeds without giving Bank prior written notice of the address to which Debtor is moving same; and (g) to cooperate with Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Bank deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder. 6.2 Debtor agrees with regard to the Collateral and Proceeds, unless Bank agrees otherwise in writing: (a) that Bank is authorized to file financing statements in the name of Debtor to perfect Bank’s security interest in Collateral and Proceeds; (b) to insure Inventory and, where applicable, Rights to Payment with Bank named as loss payee, in form, substance and amounts, under agreements, against risks and liabilities, and with insurance companies satisfactory to Bank; (c) not to use any Inventory for any unlawful purpose or in any way that would void any insurance required to be carried in connection therewith; (d) not to remove Inventory from Debtor’s premises except in the ordinary course of Debtor’s business; (e) not to permit any security interest in or lien on the Collateral or Proceeds, including without limitation, liens arising from the storage of Inventory, except in favor of Bank; (f) not to sell, hypothecate or otherwise dispose of, nor permit the transfer by operation of law of, any of the Collateral or Proceeds or any interest therein, except sales of Inventory to buyers in the ordinary course of Debtor’s business; (g) to furnish reports to Bank of all acquisitions, returns, sales and other dispositions of the Inventory in such form and detail and at such times as Bank may require; (h) to permit Bank to inspect the Collateral at any time; (i) to keep, in accordance wit...

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: (a) will defend the Collateral against the claims of all other persons; will keep the Collateral free from all security interests or other encumbrances, except the Security Interest; and will not assign, deliver, sell, transfer, lease or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified above; and will permit Secured Party or its agents to inspect the Collateral; (c) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under th...

COVENANTS OF DEBTOR. 5.1 Debtor shall not sell, transfer, assign or otherwise dispose of any Collateral or any interest therein (except as permitted herein) without obtaining the prior written consent of Secured Party and shall keep the Collateral free of all security interests or other encumbrances except the Security Interest, the security interests described in Schedule 4.1 and the Permitted Liens. Although proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Secured Party consents to any sale of the Collateral. 5.2 Debtor shall keep and maintain the Collateral in good condition and repair and shall not use the Collateral in violation of any provision of this Agreement or any applicable statute, ordinance or regulation or any policy of insurance insuring the Collateral. 5.3 Debtor shall provide and maintain insurance insuring the Collateral against risks, with coverage and in form and amount satisfactory to Secured Party. At Secured Party's request, Debtor shall deliver to Secured Party the original policies of insurance containing endorsements naming Secured Party as a loss payee. 5.4 Debtor shall pay when due all taxes, assessments and other charges which may be levied or assessed against the Collateral. 5.5 Debtor shall prevent any portion of the Collateral from being or becoming an accession to other goods that are not part of the Collateral. 5.6 Debtor shall keep all titled vehicles properly registered and licensed, shall provide Secured Party with the license numbers of all titled vehicles, shall cause the Security Interest to be shown as a valid lien on the Certificate of Title for all titled vehicles subject only to the LaSalle Lien (as defined in Schedule 4.1) and shall deliver lien filing receipts to Secured Party as evidence thereof. 5.7 Debtor, upon demand, shall promptly deliver to Secured Party all instruments, documents and chattel paper included in the Collateral and all invoices, shipping or delivery records, purchase orders, contracts or other items related to the Collateral. Debtor shall notify Secured Party immediately of any default by any Obligor in the payment or performance of its obligations with respect to any Collateral. Debtor, without Secured Party's prior written consent, shall not make or agree to make any alteration, modification or cancellation of, or substitution for, or credit, adjustment or allowance on, any Collateral. 5.8 Debtor shall give Secured Party immediate written notice of any change in ...

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, each Debtor: (a) will defend the Collateral against the claims of all other persons (other than holders of Permitted Liens); (b) will keep the Collateral free of all security interests or other encumbrances and interests, except the Security Interest and the Permitted Liens; (c) will permit Administrative Agent or its agents to inspect Debtor’s records pertaining to the Collateral at any reasonable time during normal business hours and upon reasonable prior notice and with such frequency as Administrative Agent may reasonably require; (d) will pay all costs, including costs of title searches and filing financing statements and other documents in any public offices requested by Administrative Agent, and take such other action as Administrative Agent may reasonably deem advisable to perfect the Security Interest created by this Agreement, subject to the limitations of Section 6.9 of the Credit Agreement; (e) will prevent any part of the Collateral from becoming an accession to other goods not covered by this Agreement; (f) if a certificate of title is issued with respect to any of the Collateral, will, at the request of Administrative Agent following an Event of Default, promptly cause the Security Interest created under this Agreement to be duly noted and maintained on such certificate and will deliver such certificate to Administrative Agent; (g) will, together with the delivery of each Compliance Certificate due under the Credit Agreement, notify the Administrative Agent of any additional intellectual property rights acquired or arising after the date hereof that have been registered with (or for which an application for registration has been made with) any United States federal Governmental Authority; provided any Debtor’s failure to do so shall not impair the Administrative Agent’s security interest therein; (h) agrees to, together with delivery of each Compliance Certificate due under the Credit Agreement, execute and deliver to the Administrative Agent a supplement to Schedule 7 to the Perfection Certificate promptly upon becoming aware of any Commercial Tort Claim of such Debtor arising after the date hereof (provided any Debtor’s failure to do so shall not impair the Administrative Agent’s security interest therein), the value of which is reasonably expected to exceed $1,000,000; (i) agrees to, together with delivery of each Compliance Certificate due under the Credit Agreement...

COVENANTS OF DEBTOR. The Debtor covenants and agrees that: (a) Debtor will not move or permit to be moved the Collateral or any portion thereof to any location other than that set forth in Section 4(f) hereof or locations established in compliance with Section 5(b) hereof without the prior written consent of the Secured Party and the prior filing of a financing statement(s) with the proper office(s) and in the proper form to perfect or continue the perfection (without loss of priority) of the security interests created herein, which filing(s) shall be satisfactory in form, substance and location to Secured Party prior to such filing; (b) Debtor will not voluntarily or involuntarily change its name, identity, corporate structure, or location of its chief executive office or any of its other places of business, unless in any such case (i) Debtor shall have first received the prior written consent of Secured Party, (ii) Debtor shall have executed and caused to be filed financing statements with the proper offices and in the proper form to perfect or continue the perfection (without loss of priority) of the security interests created herein, which filing shall be satisfactory in form, substance and location to Secured Party prior (c) Debtor will maintain all material licenses, permits, approvals, authorizations and certificates prescribed by all applicable foreign, federal, state and local laws and regulations, including any required by the FDA, which are necessary for the conduct of the Business by the Debtor where the failure to maintain such licenses, permits, approvals, authorizations and certificates will have a material adverse effect on the Business of Debtor, will conduct the Business in substantial compliance with all material applicable foreign, federal, state and local laws, rules, regulations and judicial or administrative orders and processes, will take all steps deemed by the Debtor to be reasonably necessary to protect its right, title and interest in and to all of its Trademarks, Patents and Copyrights, and will perform and comply with all contracts, commitments and obligations by which it is bound relating to the Business. (d) Debtor will promptly, and in no event later than 10 days after a request by Secured Party, procure or execute and deliver all further instruments and documents (including, without limitation, notices and financing statements) necessary or appropriate to and take any other actions which are necessary or, in the judgment of Secured Party, desi...

COVENANTS OF DEBTOR. So long as this Security Agreement is in effect, the Debtor: (a) will defend the Collateral against the claims and demands of all other parties, including, without limitation, defenses, setoffs, claims and counterclaims asserted by any Account Debtor against the Debtor or the Secured Party, except, as to Inventory or Software, purchasers and lessees in the ordinary course of the Debtor's business; will keep the Collateral free from all security interests or other encumbrances, except the Security Interest and except as specified in Schedule A attached hereto and made a part hereof; will not sell, transfer, lease, assign, deliver or otherwise dispose of any Collateral or any interest therein without the prior written consent of the Secured Party, except that, until the occurrence of any one or more of the Events of Default as hereinafter defined, the Debtor may sell or lease Inventory and Software in the ordinary course of the Debtor's business; and, with respect to Collateral which consists of Equipment or Inventory, will keep such Collateral only at the location at the Debtor’s address specified below and at the locations, if any, specified in Schedule A attached hereto and made a part hereof; (b) will notify the Secured Party promptly in writing of any change in the Debtor's business address and chief executive office, any change in the address at which records concerning the Collateral are kept and any change in the Debtor's name, identity or corporate or other structure; (c) will furnish to the Secured Party such updated or additional financial statements, reports, tax returns and other information as the Secured Party may from time to time reasonably request regarding the financial or business affairs of the Debtor; will keep, in accordance with generally accepted accounting principles consistently applied in preceding periods, accurate and complete books and records, including, without limitation, records concerning the Collateral; at the Secured Party's request, will xxxx any and all such books and records to indicate the Security Interest; will permit the Secured Party or its agents to inspect the Collateral and to audit and make extracts from or copies of such books and records and any of the Debtor's ledgers, reports, correspondence or other books and records; and will duly account to the Secured Party's satisfaction, at such time or times as the Secured Party may require, for any of the Collateral; (d) will deliver to the Secured Party upon dema...

COVENANTS OF DEBTOR. Debtor hereby covenants and agrees as follows: (a) Debtor shall not, without the prior signed written consent of Secured Party, sell, assign, lease, encumber or otherwise dispose of the Collateral, or any part thereof or any interest therein; (b) Debtor shall not, without the prior signed written consent of Secured Party, declare or pay any dividends on its common stock; (c) Debtor shall not do, or permit or suffer to be done, anything that may impair the value of the Collateral or the security intended to be affected hereby and shall use its best efforts to preserve, protect and enhance the value of the Collateral; and (d) Debtor shall from time to time make, execute, acknowledge and deliver all such further documents, instruments and assurances as may be reasonably requested by Secured Party to perfect or preserve the security interest created here and to carry out the intent of this Agreement.

COVENANTS OF DEBTOR. So long as this Agreement remains in effect Debtor covenants and agrees:

COVENANTS OF DEBTOR. As long as any of the indebtedness remains --------------------- owing to Secured Party, unless Secured Party otherwise consents in writing: (a) Debtor shall (i) immediately deliver all collateral capable of delivery, whether now or hereafter held or acquired, to the Secured Party or its agent, (ii) at the request of Secured Party at any time and from time to time, execute all financing statements and other documents reasonably deemed necessary or advisable by Secured Party to create and perfect a security interest in, or otherwise relating to, the collateral, (iii) at its sole cost and expense, defend any claims against the collateral or any action that might affect the collateral or any interests therein, (iv) do all acts which may be necessary to preserve, process, develop, maintain and protect the collateral and Debtor's rights and interests therein, and (v) pay all taxes, assessments and other charges imposed on or relating to the collateral, and all reasonable costs and expenses, including reasonable attorneys' fees, incurred by Secured Party in connection with the enforcement of this Agreement; and (b) Debtor shall not (i) sell, assign, exchange, transfer, encumber or otherwise dispose of, or contract to sell, assign, exchange, transfer, encumber or otherwise dispose of, any of the collateral or any part thereof or any interest therein, (ii) abandon, alter, amend, cancel, modify, release, relinquish, supplement, terminate or waive, or enter into or give any agreement, approval or consent with respect to, any of the collateral or any part thereof or any interest therein; or (iii) take any action with respect to the collateral which is inconsistent with the provisions or purposes of this Agreement or which would adversely affect the rights of Secured Party hereunder.

COVENANTS OF DEBTOR. The Debtor hereby agrees and covenants that: (a) Debtor shall keep the Collateral free from all liens, security interests and encumbrances except for the security interest granted herein or those specifically permitted in writing by the Secured Party or permitted by the Loan Agreement, and shall defend the Collateral against all claims and demands of all persons at any time claiming any interest therein. The Debtor shall not sell or otherwise transfer the Collateral or any interest therein except in the ordinary course of business. (b) Debtor shall not change its name without giving the Secured Party thirty (30) days prior written notice in which it sets forth its new name and the date on which the new name shall first be used. Debtor shall maintain its principal place of business and chief executive office at the address set forth in the beginning of this Security Agreement. Debtor shall, at all times, keep the Secured Party accurately informed in writing of each location where the Debtor’s assets are kept and of each of its places of business and Debtor shall not remove any records to another state or change the location or open or close, move or change any existing or new place of business without giving the Secured Party at least thirty (30) days’ prior written notice thereof. (c) Debtor shall, at its expense, furnish to the Secured Party, upon the Secured Party’s demand, such further information, shall promptly execute and deliver to the Secured Party such financing statements and other agreements, instruments or documents, and shall do all such acts as the Secured Party may, at any time or from time to time, reasonably request, or as may be necessary or appropriate to establish and maintain a valid and enforceable first security interest of the Secured Party in the Collateral. (d) Debtor shall keep the Collateral (to the extent that it consists of tangible property) at all times insured against risks of loss or damage by fire (including so-called extended coverage), theft and such other casualties as the Secured Party may reasonably require, including collision in the case of any motor vehicle, all in such amounts, under such forms of policies, under such terms, for such periods and written by such companies or underwriters as the Secured Party may approve, which approval may not be unreasonably withheld, losses in all cases to be payable first to the Secured Party “as its interest may appear.” All policies of insurance shall provide for at least thi...