COVENANTS OF OBLIGORS. Each Obligor (as to itself and its respective Subsidiaries, as applicable) covenants and agrees that until the repayment in full of the Obligations (other than those contingent obligations that are intended to survive the termination of this Agreement or the other Credit Facility Documents) and the expiration and termination of all Commitments, unless Administrative Agent on behalf of the Lenders waives compliance in writing:
COVENANTS OF OBLIGORS. (a) Each Borrower ratifies and reaffirms the Obligations, the Loan Agreement, each of the other Loan Documents to which it is a party and all of such Borrower’s covenants, duties, indebtedness and liabilities under such Loan Documents; and each Guarantor ratifies and reaffirms the Guaranteed Obligations (as defined in its respective Guaranty), and all of such Guarantor’s covenants, duties, indebtedness and liabilities under its Guaranty, the Pledge Agreement, and the other Loan Documents to which it is a party;
(b) Each Borrower acknowledges and stipulates that (i) the Loan Agreement and the other Loan Documents executed by such Borrower are legal, valid and binding obligations of such Borrower that are enforceable against such Borrower in accordance with the terms thereof, (ii) all of the Obligations are owing and payable without defense (other than defense that payment has been made), offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by each Borrower), and (iii) the security interests and Liens granted by such Borrower in favor of Agent are duly perfected, first priority security interests and Liens (except with respect to those Permitted Liens that are permitted to have priority pursuant to the Loan Documents); and each Guarantor acknowledges and stipulates that (i) its respective Guaranty, the Pledge Agreement and the other Loan Documents executed by such Guarantor are legal, valid and binding obligations of such Guarantor that are enforceable against such Guarantor in accordance with the terms thereof, and (iii) the security interests and Liens granted by such Guarantor in favor of Agent are duly perfected, first priority security interests and Liens (except with respect to those Permitted Liens that are permitted to have priority pursuant to the Loan Documents); provided, that, no representation or warranty is made by any Obligor as to the perfection of Agent’s Lien in (i) the Insurance Receivables Rights except with respect to the Insurance Receivables Rights arising out of any Asbestos Insurance Policies provided by North River Insurance Company, (ii) the Mercantile Account at any time on or prior to September 30, 2006, or (iii) any Pledged Collateral (as defined in any Pledge Agreement) under foreign law;
(c) Each Borrower represents and warrants to Agent and Lenders, to induce Agent and Lenders to enter into this letter agreement, that (i) no Default or Ev...
COVENANTS OF OBLIGORS. The Borrower covenants and agrees that until payment in full of its Allocated Loan Amount, all accrued and unpaid interest thereon and all its other Obligations (except for any indemnification or reimbursement Obligations for which no demand has yet been made), it shall perform and comply, and its related Obligors shall comply, with all covenants in this Article V and any Annex applicable to such Person and in any of the other Loan Documents.
COVENANTS OF OBLIGORS. Each of the Obligors covenant that so long as any liabilities (whether direct or contingent, liquidated, or unliquidated) of Obligors to Lender under any of the Loan Documents remain outstanding, and until payment in full of all obligations of Obligors subject hereto, Obligors, as applicable, shall, unless Lender otherwise consents in writing:
COVENANTS OF OBLIGORS. Each Obligor covenants and agrees with Owner Participant, each Lender, Lessor and Collateral Agent that during the Term:
(i) Each Obligor shall at all times maintain its corporate existence except as permitted by paragraph (ii) hereof. Each Obligor shall do or cause to be done all things necessary to preserve and keep in full force and effect its full corporate power and authority to perform its obligations under each Operative Document to which it is or will be a party;
(ii) Guarantor shall not (A) consolidate with or merge with or into any other Person (a "Merger") or (B) transfer, directly or indirectly, by sale, exchange, lease or other disposition, or pledge or otherwise encumber, or become the subject of, or engage in a leveraged buy-out (or any other form of corporate reorganization, consolidation or combination), in any single transaction or series of transactions to one or more Persons (a "Transfer"), all or substantially all of its assets without the consent of Owner Participant and, if the Lien of the Security Agreement shall not have been discharged pursuant to the terms thereof, Collateral Agent and the Lenders, unless:
(1) the Person that results from such Merger, if such Person is not Guarantor, or the Person to which such Transfer is made has assumed in writing all obligations of Guarantor, including the due and punctual performance and observance of each covenant and condition of this Participation Agreement and the other Operative Documents to be performed or observed by Lessee which assumption shall be in form and substance reasonably satisfactory to the Participants;
(2) immediately after giving effect to such Merger or Transfer, no Unmatured Lease Default or Lease Event of Default shall have occurred and be continuing; and
(3) the entity that results from such Merger or the entity to which such Transfer is made is a Solvent corporation that is organized under the laws of a state of the United States or the District of Columbia.
(b) Each Obligor shall furnish to Owner Participant, Lessor and (until the Lien of the Security Agreement shall have been discharged pursuant to the terms thereof) Collateral Agent, notice on or before the 30th day prior to any relocation of its chief executive office or any change in its name.
(c) Each Obligor shall, at its own expense (except where the expense thereof is expressly required to be paid by another party hereto), promptly and duly execute and deliver such further documents and assurances and take ...
COVENANTS OF OBLIGORS. (a) An Obligor fails duly to perform or comply with its obligations (if any) in respect of:
(i) Clause 4.3 (Legal Opinions), Clause 16 (Financial Information), Clause 18 (Insurance), Clause 19.1 (Collateral Vessels’ Name and Registration), Clause 19.2 (Repair and Classification), Clause 19.9 (Actions of Guarantor), Clause 21.1 (Application of Advances), Clause 21.2 (Financial Assistance and Fraudulent Conveyance), Clause 21.3 (Necessary Authorisations), Clause 21.4 (Compliance with Applicable Laws), Clause 21.9 (Ranking of Claims), Clause 21.11 (Hedging), Clause 22.1 (Negative Pledge), Clause 22.2 (Loans), Clause 22.3 (Financial Indebtedness), Clause 22.4 (Guarantees), Clause 22.5 (Dividends, Distributions and Share Capital), Clause 22.6 (Amendments to Documents), Clause 22.7 (Disposals), Clause 22.8 (Change of Business), Clause 22.9 (Mergers), Clause 22.10 (Joint Ventures), Clause 22.14 (Ownership), 22.15 (Legal Name and Jurisdiction of Incorporation), Clause 22.16 (Limitations on Hedging), Clause 22.17 (Acquisitions and Investments), Clause 22.18 (Capital Expenditure), Clause 22.19 (Bank Accounts) or Clause 22.20 (Centre of Main Interests); or
(ii) the Collateral Maintenance Test.
(b) The financial condition of the Group fails to comply with any provision of Clause 17 (Financial Condition) or any other requirement of Clause 17 (Financial Condition) is not satisfied.
COVENANTS OF OBLIGORS. Section 5.1 Financial Statements and Other Reports 43 Section 5.2 Existence; Qualification 47 Section 5.3 Payment of Impositions and Claims 47 Section 5.4 Maintenance of Insurance 48 Section 5.5 [Intentionally Omitted] 49 Section 5.6 Inspection and Audit 50 Section 5.7 Compliance with Laws and Contractual Obligations 50 Section 5.8 Further Assurances 50 Section 5.9 Performance of Agreements and Contracts 50 Section 5.10 Accounts 51 Section 5.11 Servicing Terms 51 Section 5.12 Deposits; Application of Receipts 51 Section 5.13 Estoppel Certificates 51 Section 5.14 Indebtedness 52 Section 5.15 No Liens 52 Section 5.16 Contingent Obligations 52 Section 5.17 Restriction on Fundamental Changes 52 Section 5.18 Transactions with Related Persons 53 Section 5.19 Bankruptcy, Receivers, Similar Matters 53 Section 5.20 ERISA 54 Section 5.21 Annexes 54 Section 5.22 [Intentionally Omitted] 54 Section 5.23 Material Adverse Change 54 Section 5.24 [Intentionally Omitted] 55 Section 5.25 Holding Company 55
COVENANTS OF OBLIGORS. Each Obligor (as to itself and its respective Subsidiaries, as applicable (other than the TECO Transport Entities, except with respect to the last sentence of Section 5.3.3)) covenants and agrees, subject to Section 5.17, that until the repayment in full of the Obligations (other than those contingent obligations that are intended to survive the termination of this Agreement or the other Credit Facility Documents) and the expiration and termination of all Commitments, unless Administrative Agent on behalf of the Lenders waives compliance in writing:
COVENANTS OF OBLIGORS. (a) Upon obtaining any additional securities constituting Core Investments, the Borrower shall promptly deliver to the Lender Share Certificates representing or evidencing the same.
(b) The Obligors shall promptly notify the Lender if any person asserts a lien, encumbrance or adverse claim against the Share Certificates.
(c) All dividends, interest, gains and other profits will be reported in the name and tax identification number of the Obligors.
(d) The Obligors shall not enter into any control, security agreement or other agreement with any third party with respect to the Share Certificates or otherwise obligate the Lender to comply with entitlement orders from any third party with respect thereto.
COVENANTS OF OBLIGORS. The Company covenants and agrees that until payment in full of the Allocated Certificate Amount, all accrued and unpaid interest thereon and all its other Obligations (except for any indemnification or reimbursement Obligations for which no demand has yet been made), it shall perform and comply, and its related Obligors shall comply, with all covenants in this Article V and any Annex applicable to such Person and in any of the other Finance Documents.
