Covenants of the Debtors. The Debtors hereby covenant and agree with the Secured Party that the Debtors (a) except for Permitted Liens (as defined in the Consignment Agreement), will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein; (b) will not change their respective jurisdiction of organization without the prior written consent of the Secured Party; (c) will provide the Secured Party with twenty (20) days prior written notice of (i) any change in the principal office of the Debtors or the office where the Debtors maintain their books and records pertaining to the Customer Receivables, or (ii) the movement or location of Collateral to or at any address other than as set forth in said Exhibit B-1 and B-2; (d) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtors; (e) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (t) will have and maintain insurance at all times with respect to the Tangible Collateral against risks of fire (including so-called extended coverage) and theft, and such other risks as the Secured Party may reasonably require in writing, containing such terms, in such form, for such periods and written by such companies as may be reasonably satisfactory to the Secured Party, such insurance to be payable to the Secured Party and the Debtors as its interests may appear, and shall provide for thirty (30) days’ prior written minimum cancellation notice to the Secured Party, and the Debtors shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; (g) except as permitted by the Consignment Agreement or in the ordinary course of business, will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party; (h) except for Permitted Liens, will keep the Collateral free from any adverse lien, security interest or encumbrance and in good order and repair, reasonable wear and fear excepted, and will not waste or destroy the Collateral or any part ther...
Covenants of the Debtors. Unless otherwise provided in the Agreed Plan, each of the Debtors covenants to each other Party that it will from the date of this SRC Agreement to and including the Closing Date:
(i) operate its businesses in the ordinary course, including, but not limited to, maintaining their accounting policies, using their commercially reasonable efforts to preserve their assets and their business relationships, continuing to operate their billing and collection procedures, and maintaining their business records in accordance with their past practices and in accordance with industry standards;
(ii) maintain compliance with all reporting and other obligations to the CVM, subject to applicable grace periods provided for under any Law or granted by the CVM;
(iii) use commercially reasonable efforts to file its 2017 Annual Report by no later than April 30, 2018;
(iv) following the date on which the Company files the 2017 Annual Report, maintain compliance with all reporting and other obligations to the SEC, subject to applicable grace periods provided for under any Law or granted by the SEC;
(v) use their commercially reasonable efforts to take all action necessary to ensure that the holders of Common ADSs and Preferred ADSs that purchase Offered Shares in the Rights Offering and deliver the purchase price for such shares and other amounts as set forth in Section 2 shall receive Common ADSs with respect to such purchased Offered Shares;
(vi) unless otherwise agreed among the Parties, prepare all documents necessary to effectuate the Agreed Plan and the Rights Offering, and distribute the applicable documents concurrently to the Investors and their respective legal and financial advisors, as soon as reasonably practicable, but in no event less than at least five (5) Business Days before the date when the Debtors intend to file or execute such document(s) and afford reasonable opportunity to provide prompt comment and review to the respective legal and financial advisors for the Investors in advance of any filing or execution thereof;
(vii) not to offer any Commitments to any other person other than the Investors;
(viii) except pursuant to any customary management incentive plan implemented by the Debtors following approval of the Agreed Plan, not to offer, issue or sell (or agree to offer, issue or sell) to any Person (i) any share of capital stock, partnership interest, limited liability company interest, trust interest or similar interest in or any equity security or pro...
Covenants of the Debtors. Each of the Debtors hereby, jointly and severally, covenants and agrees with the Backstop Parties as set forth in this Section 5.
Covenants of the Debtors. Each Debtor covenants that:
Covenants of the Debtors. Until satisfied or terminated as ------------------------- otherwise provided herein, each of the Debtors covenants and warrants that each (i) will defend its interest in the Property against the claims of all persons; (ii) will keep its interest in the Property free from all security interests or other encumbrances except the Security Interest; (iii) will not assign, sell, transfer, deliver or otherwise dispose of the Property or any interest therein or attempt to do the same without the prior written consent of the Secured Party, intending hereby to allow for retirement and replacement of Equipment and the sale of the Inventory in the ordinary course of business; (iv) will notify the Secured Party promptly in writing of any change in each Debtor's address, name or identity specified above; (v) in connection herewith, will execute and deliver to the Secured Party such financing statements and other documents, pay all costs of title searches and filing financing statements and other documents in all public offices reasonably requested by the Secured Party, and take such other action as the Secured Party may reasonably deem advisable to perfect the Security Interest created hereby; and (vi) will pay taxes, filing or registration fees, assessments and other charges of every nature which may be levied or assessed against the Property or related to the Security Interest granted herein. The Debtors appoint the Secured Party as the Debtors' attorney- in-fact to perform all acts which the Secured Party deems appropriate to perfect and continue the Security Interest, to protect and preserve the Property and to endorse and transfer all or any part of the Property.
Covenants of the Debtors. The Debtors hereby agree with the Backstop Equity Investors as set forth in this Section 4.
Covenants of the Debtors. Each Debtor hereby covenants and agrees with the Administrative Agent (for the benefit of the Lenders) that:
(a) Such Debtor will keep the Collateral free and clear of all security interests, Liens and claims other than the security interest and Lien herein granted and will not sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, any of the Collateral.
(b) Such Debtor will defend the Administrative Agent's (for the benefit of the Lenders) right, title and security interest in and to the Collateral against claims and demands of all Persons whomsoever.
(c) Such Debtor will not take any action, including, without limitation, any action under or in accordance with the Partnership Agreement, to allow any additional partners of the Borrower.
Covenants of the Debtors. On the terms and subject to the conditions set forth herein, the Debtors hereby, jointly and severally, agree with the Backstop Providers as set forth in this Section 4.
Covenants of the Debtors. The Debtors hereby, jointly and severally, agree with the Purchasers as set forth in this Section 4:
Covenants of the Debtors
