Covenants of the Grantor. Until this Agreement has terminated in accordance with the terms hereof, the Grantor agrees to do the following:
(a) The Grantor shall give prompt written notice to the Secured Party (and in any event not later than ten (10) days following any change described below in this subsection) of: (i) any change in the Grantor’s name; (ii) any changes in the Grantor’s identity or structure in any manner which might make any financing statement filed hereunder incorrect or misleading; or (iii) any change in jurisdiction of organization; provided that the Grantor shall not locate any Collateral outside of the United States nor shall the Grantor change its jurisdiction of organization to a jurisdiction outside of the United States.
(b) The Grantor shall not surrender or lose possession of, sell, lease, rent or otherwise dispose of or transfer any of the Collateral or any right or interest therein, except in the ordinary course of business consistent with past practice and except to the extent of equipment that is obsolete or no longer useful to its business.
(c) The Grantor shall keep the Collateral free of all Liens except the Permitted Liens.
Covenants of the Grantor. Until this Security Agreement has terminated in accordance with Section 20 hereof, the Grantor agrees to do the following:
(a) The Grantor shall give prior written notice to the Collateral Agent (and in any event not later than thirty (30) days prior to any change described below in this subsection) of: (i) any change in the Grantor’s name; (ii) any changes in the Grantor’s identity or structure in any manner which might make any financing statement filed hereunder incorrect or misleading; or (iii) any change in jurisdiction of organization; provided that the Grantor shall not locate any Collateral outside of the United States nor shall the Grantor change its jurisdiction of organization to a jurisdiction outside of the United States.
(b) The Grantor shall not surrender or lose possession of (other than to the Secured Parties), sell, lease, rent or otherwise dispose of or transfer any of the Collateral or any right or interest therein, except in the ordinary course of business consistent with past practice and except to the extent of equipment that is obsolete or no longer useful to its business.
(c) The Grantor shall keep the Collateral free of all Liens except the liens and security interests in favor of the Secured Parties and the other Permitted Liens.
(d) The Grantor shall protect, defend and maintain the validity and enforceability of its material Intellectual Property; (ii) promptly advise Collateral Agent in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Grantor’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s written consent.
(e) So long as no Event of Default shall have occurred and be continuing, the Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Equity or any part thereof for any purpose not inconsistent with the terms or purpose of this Security Agreement.
(f) Grantor shall not use or permit Collateral to be used in violation of any applicable law, rule or regulation or in violation of any policy of insurance covering the Collateral.
(g) Grantor shall maintain such insurance with respect to liabilities, losses or damage in respect of the assets and properties of Grantor as may customarily be carried or maintained under similar circumstances by corporations of established reputation engaged in similar businesses in such amounts, with such deductibles, covering such ...
Covenants of the Grantor. The Grantor agrees that, prior to the termination of this Agreement, the Grantor will not transfer, sell, or assign to any other Person, or otherwise dispose of, pledge, encumber, or suffer any Encumbrance upon, any shares of capital stock of Xiangrui which the Grantor owns, including the Option Shares. The Grantor further agrees that, prior to the termination of this Agreement, the Grantor will not, without the prior written approval of the Optionee, vote (in person, by proxy or by action by written consent, as applicable) any of the Option Shares in favor of, or to adopt or approve any of the following actions with regard to Xiangrui or any direct or indirect subsidiary or affiliate of Xiangrui (referred to individually and collectively as the “Company”):
(a) Any increase of the number of authorized shares of capital stock of the Company;
(b) Any transfer, sale, assignment, or other disposition of, or pledge or encumbrance of, any of the Company’s material assets except as contemplated by SECTION 3.1. (e);
(c) Any Change of Control with regard to the Company. “Change of Control” means the first to occur of any of the following events:
Covenants of the Grantor. From the date of this Security Agreement and thereafter until this Security Agreement is terminated, the Grantor agrees:
Covenants of the Grantor. The Grantor hereby undertakes and covenants in favour of the Trustee to:
5.1 Notify the Trustee in writing of:
(a) any change in the representations and warranties made hereinabove at Article 4; and
(b) the existence of any security, hypothec, prior claims or property right retained or assigned securing Claims and, in such cases, to provide the Trustee, upon demand, with satisfactory proof that such security or hypothec has been registered or published in accordance with [Novelis LP Term Hypothec] applicable law in order for the rights of the Trustee to be set up against third persons.
5.2 To refrain from mixing or combining the Corporeal Movable Property with other movable property belonging to a third party, or from transforming the same, except in the normal course of the Grantor’s Enterprise or unless consented to in writing by the Trustee.
5.3 To ensure that its right of ownership in any Mortgaged Property in the hands or possession of any third party remains enforceable against third parties and, accordingly, that such right has been registered or published, if registration or publication is required by law for the purpose of enforcement against third parties.
5.4 The parties however acknowledge that the transfer to the Grantor of and its right of ownership or other in the Intellectual Property listed in Schedule IV may not yet be recorded in the relevant intellectual property offices.
Covenants of the Grantor. The Grantor covenants and agrees with the Grantee that the Grantor will:
(a) allow the Grantee to trim or, if necessary, cut down any tree or other growth on the Lands which in the opinion of the Grantee constitutes or may constitute a danger or obstruction to those using the Lands as permitted herein or to the Infrastructure;
(b) permit the Grantee to bring on to the Lands all material and equipment, including motor vehicles, it requires in order to exercise any of the rights granted to the Grantee in this Agreement;
(c) permit the Grantee for the period during which the Grantee accepts this grant but not beyond the day if ever on which the Grantee releases this grant, to peaceably hold and enjoy the rights hereby granted; and
(d) execute all further documents or things whatsoever for the better assuring unto the Grantee of the statutory right of way hereby granted.
Covenants of the Grantor. The Grantor agrees and covenants that:
1. There shall be no commercial, agricultural or industrial activity undertaken or allowed within the Easement Area.
2. There shall be no buildings, dwellings, barns, roads, advertising signs, billboards or other personal property built or placed on the Easement Area unless determined by Grantee to be consistent with the SMP.
3. There shall be no dredging, filling, excavating, mining, drilling or removal of any topsoil, sand, gravel, rock, minerals or other materials within the Easement Area except in conjunction with authorized management activities consistent with the SMP.
4. There shall be no dumping of trash, plant materials or compost, ashes, garbage or other unsightly or offensive material, especially including any hazardous or toxic waste, within the Easement Area.
5. The hydrology of the Easement Area shall not be altered in any way or by any means including pumping, draining, diking, impounding or diverting surface or ground water into or out of the Conservancy Area, unless the alterations are consistent with the SMP.
6. All agricultural uses (e.g. plowing, tilling, haying, cultivating, planting or other agricultural activities) are prohibited within the Easement Area. This prohibition does not preclude mowing, planting, or herbicide use conducted for the purpose of enhancing the ecological functions and values of the Easement Area consistent with the SMP. The Grantor shall not stock animals or allow the grazing of animals on the Easement Area.
7. The Grantor is responsible for compliance with all federal, state and local laws governing the control of noxious weeds within the Easement Area.
8. There shall be no operation of motorized vehicles or equipment within the Easement Area except in conjunction with activities authorized by Sections II and III herein.
9. The Grantor shall not subdivide the Easement Area into smaller parcels through legal or de facto means. The Easement Area shall remain as a single, indivisible parcel managed in accordance with the SMP in order to protect the Conservation Values contained in the Easement Area.
Covenants of the Grantor. The Grantor undertakes:
10.1 to inform the Trustee in writing of:
10.1.1 any change whatsoever in the representations and warranties contained in paragraphs 9.1 through 9.5 hereof;
10.1.2 the name of any guarantor or debtor having granted security for the payment of any Hypothecated Claim and, in such cases, to provide the Trustee, upon demand, with satisfactory proof that such security has been registered or published in accordance with applicable law in order for the rights of the Trustee to be set up against third parties;
10.1.3 of the existence of any security, hypothec or property right retained or assigned securing claims and other Charged Property referred to in Section 3.2 hereof and, in such cases, to provide the Trustee, upon demand, with satisfactory proof that such security or hypothec has been registered or published in accordance with applicable law in order for the rights of the Trustee to be set up against third persons;
10.1.4 of the existence and details of any new claim falling under Article 8 hereof.
Covenants of the Grantor. Except after a Cash Collateralization pursuant to Section 3.4 hereto, or otherwise with the Secured Creditor’s prior written consent, the Grantor shall not:
(a) assign or dispose of all or any part of the Securities Collateral other than as expressly contemplated in, and permitted by, this Agreement and the Merger Agreement;
(b) create, grant or permit to exist any security interest over, or any restriction on the ability to transfer or realize, all or any part of the Securities Collateral (other than as set out in this Agreement); or
(c) transfer any of the Securities Collateral other than as expressly contemplated in, and permitted by, this Agreement and the Merger Agreement.
Covenants of the Grantor. The Grantor hereby covenants and agrees with the Secured Party that:
(a) The Grantor shall not change its legal name or assume or operate in any jurisdiction under any trade, fictitious or other name (other than the name "Video Network Communications Inc.") unless (i) it shall have given the Secured Party thirty (30) days' prior written notice of its intention to do so which clearly describes such new name and the jurisdictions in which such new name will be used and provides the Secured Party with any other information in connection therewith as the Secured Party may request and (ii) it shall have taken all actions requested by the Secured Party to maintain the security interest granted to the Secured Party under this Security Agreement fully perfected;
(b) The Grantor shall not change its corporate structure or its domicile of incorporation by redomiciliation, redomestication or otherwise unless (i) it shall have given the Secured Party thirty (30) days' prior written notice of its intention to do so which clearly describes such change and identifies the new jurisdiction and provides the Secured Party with any other information in connection therewith as the Secured Party may request and (ii) it shall have taken all actions requested by the Secured Party to maintain the security interest granted to the Secured Party under this Security Agreement fully perfected; and
(c) The Grantor shall not establish any new location for its chief executive office or the location of its books, records and other documents relating to or evidencing Accounts or Intellectual Property unless (i) the Grantor provides the Secured Party thirty (30) days prior written prior written notice of its intention to move to such new location, clearly describing such new location, and provides the Secured Party with any other information in connection therewith as the Secured Party may request and (ii) it shall have taken all actions requested by the Secured Party to maintain the security interest granted to the Secured Party under this Security Agreement fully perfected.
