Covenants Regarding Collateral. (a) Shall use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance; (b) Shall defend the Collateral against all claims and demands of all Persons, except for Permitted Liens; (c) Shall obtain and deliver to Lender such Third Party Agreements as Lender may request from time to time (with it being understood that the failure for whatever reason to obtain any such Third Party Agreements shall not in any way limit Lender’s right to institute Reserves; provided, that, Lender agrees that it will not institute Reserves with respect to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date); (d) Shall promptly deliver to Lender all Items, Instruments, Chattel Paper, Investment Property in the form of certificated securities, and, if requested by Lender, Documents which constitute Collateral, in each case appropriately indorsed to Lender’s order; (e) Shall not create any Electronic Chattel Paper without first granting Lender Control thereof pursuant to such measures as Lender shall request; (f) Shall promptly notify Lender of any patents, trademarks, or copyrights to which a Borrower or a Subsidiary acquires title or rights after the Closing Date and any license agreements entered into after the Closing Date by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary to use any third party’s patents, trademarks, or copyrights; (g) Shall give Lender at least thirty (30) days written notice before using any trade, assumed, or fictitious name not already disclosed in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance with all applicable laws; (h) Shall promptly notify Lender of the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and (i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all of such Person’s owned vehicles and Equipment which are subject to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and Equipment.
Appears in 2 contracts
Samples: Loan and Security Agreement (Dreams Inc), Loan and Security Agreement (Dreams Inc)
Covenants Regarding Collateral. Borrower makes the following covenants with Bank regarding the Collateral:
(a) Shall Borrower will use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance;
(b) Shall Borrower, as agent for Bank, will defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
(c) Shall Borrower will, at Bank's request, obtain and deliver to Lender Bank such Third Party Agreements waivers as Lender Bank may request from time to time (with it being understood that require waiving the failure for whatever reason to obtain any such Third Party Agreements shall not in any way limit Lender’s right to institute Reserves; providedlandlord's, that, Lender agrees that it will not institute Reserves with respect mortgagee's or other lienholder's enforcement rights against the Collateral and assuring Bank's reasonable access to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date)Collateral during normal business hours, in exercise of its rights hereunder;
(d) Shall Borrower will promptly deliver to Lender Bank all Itemspromissory notes, Instrumentsdrafts, Chattel Papertrade acceptances, Investment Property chattel paper, instruments or documents of title which are Collateral in tangible form, appropriately endorsed to Bank's order, and Borrower will not create any electronic chattel paper without taking all steps deemed necessary to confer control of the form of certificated securities, and, if requested by Lender, Documents which constitute Collateral, electronic chattel paper upon Bank in each case appropriately indorsed to Lender’s orderaccordance with the Code;
(e) Shall Except for sales of Inventory in the ordinary course of business, Borrower will not create sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose of or encumber any Electronic Chattel Paper Collateral or any interest therein with a book value over $1,000,000.00 without first granting Lender Control thereof pursuant to such measures as Lender shall request;the Bank's prior written consent; and
(f) Shall Borrower shall promptly notify Lender Bank of any future patents, trademarks, trademarks or copyrights to which a owned by Borrower or a Subsidiary acquires title or rights after the Closing Date and any license agreements entered into after the Closing Date by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary to use any third party’s patents, trademarks, trademarks or copyrights;
(g) Shall give Lender at least thirty (30) days written notice before using any trade, assumed, or fictitious name not already disclosed in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance with all applicable laws;
(h) Shall promptly notify Lender of the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all of such Person’s copyrights owned vehicles and Equipment which are subject to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and Equipmentby third parties.
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (SFBC International Inc), Revolving Credit and Security Agreement (SFBC International Inc)
Covenants Regarding Collateral. Borrower makes the following covenants with Lender regarding the Collateral:
(a) Shall Borrower will use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance;
(b) Shall Borrower, as agent for Lender, will defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
(c) Shall Borrower will, at Lender’s request, obtain and deliver to Lender such Third Party Agreements waivers as Lender may request from time to time (with it being understood that require waiving the failure for whatever reason to obtain any such Third Party Agreements shall not in any way limit landlord’s, mortgagee’s or other lienholder’s enforcement rights against the Collateral and assuring Lender’s right to institute Reserves; provided, that, Lender agrees that it will not institute Reserves with respect access to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date)Collateral in exercise of its rights hereunder;
(d) Shall Borrower will promptly deliver to Lender all Itemspromissory notes, Instrumentsdrafts, Chattel Papertrade acceptances, Investment Property in the form chattel paper, Instruments or documents of certificated securities, and, if requested by Lender, Documents title which constitute are Collateral, in each case appropriately indorsed endorsed to Lender’s order;
(e) Shall , and Borrower will not create or permit any Subsidiary to create any Electronic Chattel Paper without first granting taking all steps deemed necessary by Lender Control thereof pursuant to such measures as confer control of the Electronic Chattel Paper upon Lender shall requestin accordance with the Code;
(e) Except for sales of Inventory in the ordinary course of business and the disposal of Equipment no longer useful in the Business, will not sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose of or encumber any Collateral or any interest therein;
(f) Shall shall promptly notify Lender of any future patents, trademarks, trademarks or copyrights to which a owned by Borrower or a any Subsidiary acquires title or rights after the Closing Date and any license agreements entered into after the Closing Date by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary said Person to use any third party’s patents, trademarks, trademarks or copyrights;copyrights owned by third parties; and
(g) Shall shall give Lender at least thirty (30) days days’ prior written notice before using of any trade, assumed, new trade or fictitious name. Borrower’s use of any trade or fictitious name not already disclosed shall be in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance compliance with all applicable laws;
(h) Shall promptly notify Lender of laws regarding the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all use of such Person’s owned vehicles and Equipment which are subject to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and Equipmentnames.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Corgenix Medical Corp/Co)
Covenants Regarding Collateral. Borrower makes the following covenants with Lenders regarding the Collateral for itself and each Subsidiary. Borrower and each Subsidiary:
(a) Shall will use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance;
(b) Shall will defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
(c) Shall will, at Lenders’ request, use commercially reasonable efforts to obtain and deliver to Lender Lenders such Third Party Agreements Waivers as Lender Lenders may request from time to time (with it being understood that the failure for whatever reason to obtain any such Third Party Agreements shall not in any way limit Lender’s right to institute Reserves; provided, that, Lender agrees that it will not institute Reserves with respect to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date)require;
(d) Shall subject to the Intercreditor Agreement, will promptly deliver to Lender Lenders all Itemspromissory notes, Instrumentsdrafts, Chattel Papertrade acceptances, Investment Property chattel paper, Instruments or documents of title which are Collateral in the form of certificated securitiestangible form, andappropriately endorsed to Lenders’ order, if requested by Lender, Documents which constitute Collateral, in each case appropriately indorsed and Borrower will not create or permit any Subsidiary to Lender’s order;
(e) Shall not create any Electronic Chattel Paper without first granting Lender Control thereof pursuant taking all steps deemed necessary by Lenders to confer control of the Electronic Chattel Paper upon Lenders in accordance with the Code;
(e) except for (i) sales of assets which are not Asset Dispositions, (ii) Permitted Liens, and (iii) the voluntary termination of Swap Agreements to which Borrower or such measures as Lender shall requestSubsidiary is a party, will not sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose of or encumber any Collateral or any interest therein;
(f) Shall shall promptly notify Lender Lenders of any future patents, trademarks, trademarks or copyrights to which a owned by Borrower or a any Subsidiary acquires title or rights after the Closing Date Agreement Date, and any license agreements entered into after the Closing Date by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary said Person to use any third party’s patents, trademarks, trademarks or copyrights;copyrights owned by third parties; and
(g) Shall give Lender at least thirty (30) days written notice before using shall promptly notify Lenders in writing of any trade, assumed, new trade or fictitious name. Borrower's or any Subsidiary's use of any trade or fictitious name not already disclosed shall be in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance compliance with all applicable laws;
(h) Shall promptly notify Lender of laws regarding the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all use of such Person’s owned vehicles and Equipment which are subject to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and Equipmentnames.
Appears in 1 contract
Covenants Regarding Collateral. Shall, regarding the Collateral:
(a) Shall use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance;
(b) Shall as agent for Banks, will defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
(c) Shall at Banks’ request, obtain and deliver to Lender Banks such Third Party Agreements waivers as Lender Banks may request from time to time (with it being understood that require waiving the failure for whatever reason to obtain any such Third Party Agreements shall not in any way limit Lenderlandlord’s, mortgagee’s right to institute Reserves; provided, that, Lender agrees that it will not institute Reserves with respect or other lienholder’s enforcement rights against the Collateral and assuring Banks’ access to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date)Collateral in exercise of its rights hereunder;
(d) Shall promptly deliver to Lender Banks all Itemspromissory notes, Instrumentsdrafts, Chattel Papertrade acceptances, Investment Property in the form chattel paper, instruments or documents of certificated securities, and, if requested by Lender, Documents title which constitute are Collateral, in each case appropriately indorsed endorsed to Lender’s Banks’ order;; and
(e) Shall except for sales of (1) Inventory in the ordinary course of business and (2) Equipment which is (x) not create deemed obsolete and valueless (other than salvage value) in an annual aggregate amount not to exceed $250,000 or (y) deemed obsolete, not sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose of or encumber any Electronic Chattel Paper without first granting Lender Control thereof pursuant to such measures as Lender shall requestCollateral or any interest therein;
(f) Shall shall promptly notify Lender Banks of any future patents, trademarks, trademarks or copyrights to which a owned by Borrower or a any Subsidiary acquires title or rights after the Closing Date and any license agreements entered into after the Closing Date by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary said Person to use any third party’s patents, trademarks, trademarks or copyrights;copyrights owned by third parties; or
(g) Shall shall give Lender Banks at least thirty (30) days days’ prior written notice before using of any tradenew trade or fictitious name, assumed, and Borrower’s or any Subsidiary’s use of any trade or fictitious name not already disclosed shall be in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance compliance with all applicable laws;
(h) Shall promptly notify Lender of laws regarding the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all use of such Person’s owned vehicles and Equipment which are subject to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and Equipmentnames.
Appears in 1 contract
Samples: Credit and Security Agreement (Sri Surgical Express Inc)
Covenants Regarding Collateral. Borrower makes the following covenants with Bank regarding the Collateral for itself and each Subsidiary. Borrower and all Subsidiaries:
(a) Shall will use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance;
(b) Shall as agent for Bank, will defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
(c) Shall will, at Bank’s request, obtain and deliver to Lender Bank such Third Party Agreements Waivers as Lender Bank may request from time to time (with it being understood that the failure for whatever reason to obtain any such Third Party Agreements shall not in any way limit Lender’s right to institute Reserves; provided, that, Lender agrees that it will not institute Reserves with respect to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date)require;
(d) Shall will promptly deliver to Lender Bank all Itemspromissory notes, Instrumentsdrafts, Chattel Papertrade acceptances, Investment Property chattel paper, Instruments or documents of title which are Collateral in the form of certificated securitiestangible form, and, if requested by Lender, Documents which constitute Collateral, in each case appropriately indorsed endorsed to LenderBank’s order;
(e) Shall , and Borrower will not create or permit any Subsidiary to create any Electronic Chattel Paper without first granting Lender Control thereof pursuant taking all steps deemed necessary by Bank to confer control of the Electronic Chattel Paper upon Bank in accordance with the Code;
(e) except for sales of Inventory in the ordinary course of business and the voluntary termination of Swap Agreements to which Borrower or such measures as Lender shall requestSubsidiary is a party, will not sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose of or encumber any Collateral or any interest therein;
(f) Shall shall promptly notify Lender Bank of any future patents, trademarks, trademarks or copyrights to which a owned by Borrower or a any Subsidiary acquires title or rights after the Closing Date and any license agreements entered into after the Closing Date by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary said Person to use any third party’s patents, trademarks, trademarks or copyrights;copyrights owned by third parties; and
(g) Shall shall give Lender Bank at least thirty (30) days prior written notice before using of any trade, assumed, new trade or fictitious name. Borrower’s or any Subsidiary’s use of any trade or fictitious name not already disclosed shall be in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance compliance with all applicable laws;
(h) Shall promptly notify Lender of laws regarding the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all use of such Person’s owned vehicles and Equipment which are subject to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and Equipmentnames.
Appears in 1 contract
Covenants Regarding Collateral. Borrower makes the following ------------------------------ covenants with Bank regarding the Collateral:
(a) Shall Borrower will use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance;
(b) Shall Borrower, as agent for Bank, will defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
(c) Shall Borrower will, at Bank's request, obtain and deliver to Lender Bank such Third Party Agreements waivers or subordination agreements as Lender Bank may request from time to time (with it being understood that require waiving or subordinating the failure for whatever reason to obtain any such Third Party Agreements shall not in any way limit Lender’s right to institute Reserves; providedlandlord's, thatmortgagee's, Lender agrees that it will not institute Reserves with respect warehousemen's or other lienholder's enforcement rights against the Collateral and assuring Bank's access to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date)Collateral in exercise of its rights hereunder;
(d) Shall Borrower will promptly deliver to Lender Bank all Itemspromissory notes, Instrumentsdrafts, Chattel Papertrade acceptances, Investment Property chattel paper, instruments or documents of title which are Collateral in tangible form, appropriately endorsed to Bank's order, and Borrower will not create any electronic chattel paper without taking all steps deemed necessary to confer control of the form of certificated securities, and, if requested by Lender, Documents which constitute Collateral, electronic chattel paper upon Bank in each case appropriately indorsed to Lender’s orderaccordance with the Code;
(e) Shall Except for sales of Inventory in the ordinary course of business, Borrower will not create sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose of or encumber any Electronic Chattel Paper without first granting Lender Control thereof pursuant to such measures as Lender shall request;Collateral or any interest therein; and
(f) Shall Borrower shall promptly notify Lender Bank of any future patents, trademarks, trademarks or copyrights to which a owned by Borrower or a Subsidiary acquires title or rights after the Closing Date and any license agreements entered into after the Closing Date by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary to use any third party’s patents, trademarks, trademarks or copyrights;
(g) Shall give Lender at least thirty (30) days written notice before using any trade, assumed, or fictitious name not already disclosed in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance with all applicable laws;
(h) Shall promptly notify Lender of the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all of such Person’s copyrights owned vehicles and Equipment which are subject to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and Equipmentby third parties.
Appears in 1 contract
Samples: Loan and Security Agreement (Bradley Pharmaceuticals Inc)
Covenants Regarding Collateral. (a) Shall Borrower will use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance;
; (b) Shall Borrower, as agent for Bank, will defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
; (c) Shall Borrower will, at Bank’s request, obtain and deliver to Lender Bank such Third Party Agreements waivers as Lender Bank may request from time to time (with it being understood that require waiving the failure for whatever reason to obtain any such Third Party Agreements shall not in any way limit Lenderlandlord’s, mortgagee’s right to institute Reserves; provided, that, Lender agrees that it will not institute Reserves with respect or other lienholder’s enforcement rights against the Collateral and assuring Bank’s access to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date);
Collateral in exercise of its rights hereunder; (d) Shall Borrower will promptly deliver to Lender Bank all Itemspromissory notes, Instrumentsdrafts, Chattel Papertrade acceptances, Investment Property in the form chattel paper, Instruments or documents of certificated securities, and, if requested by Lender, Documents title which constitute are Collateral, in each case appropriately indorsed endorsed to LenderBank’s order;
(e) Shall , and Borrower will not create or permit any Subsidiary to create any Electronic Chattel Paper without first granting Lender Control thereof pursuant taking all steps deemed necessary by Bank to such measures as Lender shall request;
confer control of the Electronic Chattel Paper upon Bank in accordance with the Code; (e) Except for sales of Inventory in the ordinary course of business and disposal of obsolete Equipment consistent with Borrower’s historical practices, will not sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose of or encumber any Collateral or any interest therein; (f) Shall shall promptly notify Lender Bank of any future patents, trademarks, trademarks or copyrights to which a owned by Borrower or a any Subsidiary acquires title or rights after the Closing Date and any license agreements entered into after the Closing Date by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary said Person to use any third party’s patents, trademarks, trademarks or copyrights;
copyrights owned by third parties; and (g) Shall shall give Lender Bank at least thirty (30) days days' prior written notice before using of any trade, assumed, new trade or fictitious name. Borrower's or any Subsidiary’s use of any trade or fictitious name not already disclosed shall be in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance compliance with all applicable laws;
(h) Shall promptly notify Lender of laws regarding the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all use of such Person’s owned vehicles names.
3. Negative Covenants of Borrower 3.1. Debt 3.2. Liens 3.3. Loans and Equipment which are subject Other Investments 3.4. Change in Business 3.5. Accounts 3.6. Transactions with Affiliates 3.7. No Change in Name, Offices; Removal of Collateral 3.8. No Sale, Leaseback 3.9. Margin Stock 3.10. Tangible Collateral 3.11. Subsidiaries 3.12. Change of Control 3.13. Change of Management 3.14. Liquidation, Mergers, Consolidations and Dispositions of Substantial Assets 3.15. Change of Fiscal Year or Accounting Methods
4. Other Covenants of Borrower
4.1. Total Liabilities to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and Equipment.Effective Tangible Net Worth Ratio 4.2. Cash Flow Coverage Ratio 4.3. Deposit Relationship 4.4. Dividends
Appears in 1 contract
Samples: Revolving and Term Credit and Security Agreement (Aerosonic Corp /De/)
Covenants Regarding Collateral. Borrower makes the following covenants with Bank regarding the Collateral for itself and each Subsidiary. Borrower and each Subsidiary:
(a) Shall will use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance;
(b) Shall will defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
(c) Shall will, at Bank's request, use commercially reasonable efforts to obtain and deliver to Lender Bank such Third Party Agreements Waivers as Lender Bank may request from time to time (with it being understood that the failure for whatever reason to obtain any such Third Party Agreements shall not in any way limit Lender’s right to institute Reserves; provided, that, Lender agrees that it will not institute Reserves with respect to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date)require;
(d) Shall will promptly deliver to Lender Bank all Itemspromissory notes, Instrumentsdrafts, Chattel Papertrade acceptances, Investment Property chattel paper, Instruments or documents of title which are Collateral in the form of certificated securitiestangible form, andappropriately endorsed to Bank's order, if requested by Lender, Documents which constitute Collateral, in each case appropriately indorsed and Borrower will not create or permit any Subsidiary to Lender’s order;
(e) Shall not create any Electronic Chattel Paper without first granting Lender Control thereof pursuant taking all steps deemed necessary by Bank to confer control of the Electronic Chattel Paper upon Bank in accordance with the Code;
(e) except for sales of Inventory in the ordinary course of business and the voluntary termination of Swap Agreements to which Borrower or such measures as Lender shall requestSubsidiary is a party, will not sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose of or encumber any Collateral or any interest therein;
(f) Shall shall promptly notify Lender Bank of any future patents, trademarks, trademarks or copyrights to which a owned by Borrower or a any Subsidiary acquires title or rights after the Closing Date and any license agreements entered into after the Closing Date by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary said Person to use any third party’s patents, trademarks, trademarks or copyrights;copyrights owned by third parties; and
(g) Shall give Lender at least thirty (30) days written notice before using shall promptly notify Bank in writing of any trade, assumed, new trade or fictitious name. Borrower's or any Subsidiary's use of any trade or fictitious name not already disclosed shall be in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance compliance with all applicable laws;
(h) Shall promptly notify Lender of laws regarding the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all use of such Person’s owned vehicles and Equipment which are subject to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and Equipmentnames.
Appears in 1 contract
Covenants Regarding Collateral. Each Borrower makes the following covenants with Bank regarding the Collateral for itself and each Subsidiary. Each Borrower and Subsidiary:
(a) Shall will use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance;
(b) Shall will defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
(c) Shall will, at Bank's request, use its best efforts to obtain and deliver to Lender Bank such Third Party Agreements Waivers as Lender Bank may request from time to time (with it being understood that the failure for whatever reason to obtain any such Third Party Agreements shall not in any way limit Lender’s right to institute Reserves; provided, that, Lender agrees that it will not institute Reserves with respect to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date)require;
(d) Shall will promptly deliver to Lender Bank all Itemspromissory notes, Instrumentsdrafts, Chattel Papertrade acceptances, Investment Property chattel paper, Instruments or documents of title which are Collateral in the form of certificated securitiestangible form, andappropriately endorsed to Bank's order, if requested by Lender, Documents which constitute Collateral, in each case appropriately indorsed and no Borrower will create or permit any Subsidiary to Lender’s order;
(e) Shall not create any Electronic Chattel Paper without first granting Lender Control thereof pursuant taking all steps deemed necessary by Bank to such measures as Lender shall requestconfer control of the Electronic Chattel Paper upon Bank in accordance with the Code;
(e) except for sales of Inventory in the ordinary course of business and the voluntary termination of Swap Agreements to which a Borrower or Subsidiary is a party, will not sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose of or encumber any Collateral or any interest therein;
(f) Shall shall promptly notify Lender Bank of any Federally registered future patents, trademarks, trademarks or copyrights to which a owned by any Borrower or a Subsidiary acquires title or rights after the Closing Date and any material license agreements entered into after the Closing Date by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary said Person to use any third party’s Federally registered patents, trademarks, trademarks or copyrights;copyrights owned by third parties; and
(g) Shall shall give Lender Bank at least thirty (30) days prior written notice before using of any trade, assumed, new trade or fictitious name. Each Borrower's and Subsidiary's use of any trade or fictitious name not already disclosed shall be in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance compliance with all applicable laws;
(h) Shall promptly notify Lender of laws regarding the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all use of such Person’s owned vehicles and Equipment which are subject to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and Equipmentnames.
Appears in 1 contract
Samples: Loan and Security Agreement (Proxymed Inc /Ft Lauderdale/)
Covenants Regarding Collateral. The Borrower hereby covenants and agrees with the Lender that, as to the Collateral, Borrower will, throughout the term of this Agreement:
(a) Shall use Use the Collateral only in the ordinary course of its business and will use its commercially reasonable efforts to not permit the Collateral to be used in violation of any applicable law or policy of insurance;insurance in any material respect.
(b) Shall As agent for Xxxxxx and any other Secured Party, defend the Collateral against all claims and demands of all Persons, except for the following permitted liens: (i) liens securing any of the Obligations; (ii) liens for taxes or assessments or other governmental charges or levies if not yet due and payable, or if they are being contested in good faith by appropriate proceedings and for which appropriate reserves are maintained; (iii) liens existing at the time of the execution of this Agreement and disclosed to the Lender in writing; (iv) inchoate mechanic’s, materialmen’s, or other liens otherwise arising by operation of law; (v) any Lien on the LC Collateral Account securing the Borrower’s obligations to Silicon Valley Bank, as the issuing bank, in connection with the SVB Letter of Credit, and (vi) any pledge of the LC Collateral Account to [***] as security for CTI Sub’s obligations as tenant under the Bentonville Lease (each of the foregoing, a “Permitted Liens;Lien”).
(c) Shall At Lender’s request, obtain and deliver to Lender such Third Party Agreements third party waivers as Lender may request from time to time (with it being understood that the failure for whatever reason to obtain any such Third Party Agreements shall not in any way limit Lender’s right to institute Reserves; providedrequire, thatincluding, Lender agrees that it will not institute Reserves with respect to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date);without limitation, landlord waivers.
(d) Shall At Lender’s request, promptly deliver to Lender all ItemsInstruments or documents of title which are Collateral in tangible form, Instruments, Chattel Paper, Investment Property in the form of certificated securities, and, if requested by Lender, Documents which constitute Collateral, in each case appropriately indorsed endorsed to Lender’s order;.
(e) Shall not create Not sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose of or encumber any Electronic Chattel Paper without first granting Lender Control thereof pursuant to such measures as Lender shall request;Collateral or any interest therein, except for Permitted Liens.
(f) Shall promptly notify Lender Not, except as otherwise provided herein, allow any Equipment to become an accession to or part of, any property of any patents, trademarks, or copyrights other Person; nor allow any tangible Collateral to which become a Borrower or a Subsidiary acquires title or rights after the Closing Date and any license agreements entered into after the Closing Date fixture except as otherwise approved by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary to use any third party’s patents, trademarks, or copyrights;Lender.
(g) Shall give Notify Lender at least promptly (and no later than one (1) Business Day) of any material loss or damage to, or material diminution in, or any occurrence which would materially adversely affect, the value of any Collateral.
(h) The Borrower shall (i) maintain the LC Collateral Account in accordance with the terms and conditions of the Account Pledge and Security Agreement, and (ii) within thirty (30) days written notice before using any trade, assumed, or fictitious name not already disclosed in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance with all applicable laws;
(h) Shall promptly notify Lender of the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such informationEffective Date, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all of such Person’s owned vehicles and Equipment which are subject Pledged Account Control Agreement with respect to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and EquipmentLC Collateral Account.
Appears in 1 contract
Covenants Regarding Collateral. Borrower makes the following covenants with Bank regarding the Collateral for itself and each Subsidiary. Borrower and each Subsidiary:
(a) Shall will use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance;
(b) Shall as agent for Bank, will defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
(c) Shall will, at Bank’s request, obtain and deliver to Lender Bank such Third Party Agreements Waivers as Lender Bank may request from time to time (with it being understood that the failure for whatever reason to obtain any such Third Party Agreements shall not in any way limit Lender’s right to institute Reserves; provided, that, Lender agrees that it will not institute Reserves with respect to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date)require;
(d) Shall will promptly deliver to Lender Bank all Itemspromissory notes, Instrumentsdrafts, Chattel Papertrade acceptances, Investment Property chattel paper, Instruments or documents of title which are Collateral in the form of certificated securitiestangible form, and, if requested by Lender, Documents which constitute Collateral, in each case appropriately indorsed endorsed to LenderBank’s order;
(e) Shall , and Borrower will not create or permit any Subsidiary to create any Electronic Chattel Paper without first granting Lender Control thereof pursuant taking all steps deemed necessary by Bank to confer control of the Electronic Chattel Paper upon Bank in accordance with the Code;
(e) except for Permitted Dispositions and the voluntary termination of Swap Agreements to which Borrower or such measures as Lender shall requestSubsidiary is a party, will not sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose of or encumber any Collateral or any interest therein;
(f) Shall shall promptly notify Lender Bank of any future patents, trademarks, trademarks or copyrights to which a Borrower or a Subsidiary acquires title or rights after the Closing Date and any license agreements entered into after the Closing Date owned by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary to use Subsidiary, any third party’s patents, trademarks, or copyrights;Material License Agreements and any Material Licensor License Agreements; and
(g) Shall shall give Lender Bank at least thirty (30) days prior written notice before using of any trade, assumed, new trade or fictitious name. Borrower’s or any Subsidiary’s use of any trade or fictitious name not already disclosed shall be in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance material compliance with all applicable laws;
(h) Shall promptly notify Lender of laws regarding the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all use of such Person’s owned vehicles and Equipment which are subject to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and Equipmentnames.
Appears in 1 contract
Samples: Loan and Security Agreement (Impax Laboratories Inc)
Covenants Regarding Collateral. Each of Borrower, Guarantor A and Guarantor B makes the following covenants with Bank regarding the Collateral:
(a) Shall It will use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insuranceinsurance except where such violations would not have a Material Adverse Effect;
(b) Shall It, as agent for Bank, will defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
(c) Shall It will, at Bank's request, obtain and deliver to Lender Bank such Third Party Agreements waivers as Lender Bank may request reasonably require waiving the landlord's, mortgagee's or other lienholder's enforcement rights against the Collateral and assuring Bank's reasonable access to the Collateral in exercise of its rights hereunder;
(d) It will promptly deliver to Bank all promissory notes, drafts, trade acceptances, chattel paper, instruments or documents of title which are Collateral, appropriately endorsed to Bank's order and will not, during the Revolving Credit Period, modify or otherwise change any of the terms of such documents without the prior written consent of Bank;
(e) Except for (i) sales of Inventory in the ordinary course of business, and (ii) sales of Accounts under Borrower's Account Management Agreement with Hellxx Xxxancial Services Group originally dated as of May 9, 1988, as amended from time to time (with it being understood that the failure for whatever reason or such successor agreements as are reasonably satisfactory to obtain any such Third Party Agreements shall not in any way limit Lender’s right to institute Reserves; providedBank), that, Lender agrees that it will not institute Reserves with respect to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date);
(d) Shall promptly deliver to Lender all Itemssell, Instrumentsassign, Chattel Paper, Investment Property in the form of certificated securities, and, if requested by Lender, Documents which constitute Collateral, in each case appropriately indorsed to Lender’s order;
(e) Shall not create any Electronic Chattel Paper without first granting Lender Control thereof pursuant to such measures as Lender shall request;
(f) Shall promptly notify Lender of any patents, trademarks, or copyrights to which a Borrower or a Subsidiary acquires title or rights after the Closing Date and any license agreements entered into after the Closing Date by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary to use any third party’s patents, trademarks, or copyrights;
(g) Shall give Lender at least thirty (30) days written notice before using any trade, assumed, or fictitious name not already disclosed in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance with all applicable laws;
(h) Shall promptly notify Lender of the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all of such Person’s owned vehicles and Equipment which are subject to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and Equipment.lease,
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (JPS Industries Inc)
Covenants Regarding Collateral. Borrower makes the following covenants with Bank regarding the Collateral for itself and each Subsidiary. Borrower and each Subsidiary:
(a) Shall will use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance;
(b) Shall as agent for Bank, will defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
(c) Shall will, at Bank's request, for all Collateral located within the United States, obtain and deliver to Lender Bank such Third Party Agreements waivers as Lender Bank may request from time to time (with it being understood that require waiving the failure for whatever reason to obtain any such Third Party Agreements shall not in any way limit Lender’s right to institute Reserves; providedlandlord's, that, Lender agrees that it will not institute Reserves with respect mortgagee's or other xxxx xxxxxx’x enforcement rights against the Collateral and assuring Bank's access to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date)Collateral in exercise of its rights hereunder;
(d) Shall will promptly deliver to Lender Bank all Itemspromissory notes, Instrumentsdrafts, Chattel Papertrade acceptances, Investment Property chattel paper, Instruments or documents of title which are Collateral in the tangible form in excess of certificated securities$10,000.00 in value, andappropriately endorsed to Bank's order, if requested by Lender, Documents which constitute Collateral, in each case appropriately indorsed and Borrower will not create or permit any Subsidiary to Lender’s order;
(e) Shall not create any Electronic Chattel Paper without first granting Lender Control thereof pursuant taking all steps deemed necessary by Bank to such measures as Lender shall requestconfer control of the Electronic Chattel Paper upon Bank in accordance with the Code;
(e) Except for sales of Inventory in the ordinary course of business, the disposal of obsolete or worn out assets and Permitted Liens, will not sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose of or encumber any Collateral or any interest therein;
(f) Shall shall promptly notify Lender Bank of any future patents, trademarks, trademarks or copyrights to which a owned by Borrower or a any Subsidiary acquires title or rights after the Closing Date and any license agreements entered into after the Closing Date by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary said Person to use any third party’s patents, trademarks, trademarks or copyrights;copyrights owned by third parties; and
(g) Shall shall give Lender Bank at least thirty (30) days prior written notice before using of any trade, assumed, new trade or fictitious name. Borrower's or any Subsidiary’s use of any trade or fictitious name not already disclosed shall be in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance compliance with all applicable laws;
(h) Shall promptly notify Lender of laws regarding the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all use of such Person’s owned vehicles and Equipment which are subject to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and Equipmentnames.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Intelligroup Inc)
Covenants Regarding Collateral. Borrower makes the following covenants with Agent and Banks regarding the Collateral for itself and each Subsidiary:
(a) Shall Borrower will use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance;
(b) Shall Borrower, as agent for Banks, will defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
(c) Shall Borrower shall obtain and deliver to Lender such Third Party Agreements as Lender may request Agent, by August 31, 2003, subordination agreements satisfactory to Agent subordinating all landlord’s, mortgagee’s or other lienholder’s enforcement rights against the Collateral and assuring Agent’s access to the Collateral in exercise of its rights hereunder (“Landlord Subordinations”) from time all landlords under leases requiring the landlord to time provide a Landlord Subordination and (with it being understood that the failure for whatever reason ii) use diligent efforts to obtain any Landlord Subordinations by such Third Party Agreements shall date from all other landlords, keeping the Agent informed of its efforts. The Borrower shall, at the time of renewal of a lease, obtain a Landlord Subordination if not in any way limit Lender’s right to institute Reserves; provided, that, Lender agrees that it will not institute Reserves with respect to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date)previously obtained;
(d) Shall Borrower will promptly deliver to Lender Agent all Itemspromissory notes, Instrumentsdrafts, Chattel Papertrade acceptances, Investment Property in the form chattel paper, Instruments or documents of certificated securities, and, if requested by Lender, Documents title which constitute are Collateral, in each case appropriately indorsed endorsed to LenderAgent’s order;
(e) Shall , and Borrower will not create or permit any Subsidiary to create any Electronic Chattel Paper without first granting Lender Control thereof pursuant taking all steps deemed necessary by Bank to such measures as Lender shall requestconfer control of the Electronic Chattel Paper upon Agent in accordance with the Code;
(e) Except for sales of Inventory in the ordinary course of business, will not sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose of or encumber any Collateral or any interest therein;
(f) Shall shall promptly notify Lender Agent of any future patents, trademarks, trademarks or copyrights to which a owned by Borrower or a any Subsidiary acquires title or rights after the Closing Date and any license agreements entered into after the Closing Date by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary said Person to use any third party’s patents, trademarks, trademarks or copyrightscopyrights owned by third parties;
(g) Shall shall give Lender Agent at least thirty (30) days days’ prior written notice before using of any trade, assumed, new trade or fictitious name. Borrower’s or any Subsidiary’s use of any trade or fictitious name not already disclosed shall be in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance compliance with all applicable laws;laws regarding the use of such names; and
(h) Shall promptly notify Lender of shall comply with all covenants in the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all of such Person’s owned vehicles and Equipment which are subject to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and Equipment1999 Security Agreement.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Sri Surgical Express Inc)
Covenants Regarding Collateral. Each Borrower makes the following covenants with Bank regarding the Collateral for itself and each Subsidiary. Each Borrower and each Subsidiary:
(a) Shall will use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance;
(b) Shall as agent for Bank, will defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
(c) Shall will, at Bank’s request, obtain and deliver to Lender Bank such Third Party Agreements waivers as Lender Bank may request from time to time (with it being understood that require waiving the failure for whatever reason to obtain any such Third Party Agreements shall not in any way limit Lenderlandlord’s, warehouseman’s, mortgagee’s right to institute Reserves; provided, that, Lender agrees that it will not institute Reserves with respect or other lienholder’s enforcement rights against the Collateral and assuring Bank’s access to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date)Collateral in exercise of its rights hereunder;
(d) Shall will promptly deliver to Lender Bank all Itemspromissory notes, Instrumentsdrafts, Chattel Papertrade acceptances, Investment Property chattel paper, Instruments or documents of title which are Collateral in the form of certificated securitiestangible form, and, if requested by Lender, Documents which constitute Collateral, in each case appropriately indorsed endorsed to LenderBank’s order;
(e) Shall not , and no Borrower will create or permit any Subsidiary to create any Electronic Chattel Paper without first granting Lender Control thereof pursuant taking all steps deemed necessary by Bank to such measures confer control of the Electronic Chattel Paper upon Bank in accordance with the Code;
(e) except for sales of Inventory in the ordinary course of business, Permitted Equipment Dispositions, or as Lender shall requestotherwise expressly permitted in this Agreement, will not sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose of or encumber any Collateral or any of its other property or any interest therein;
(f) Shall shall promptly notify Lender Bank of any future patents, trademarks, trademarks or copyrights to which a owned by any Borrower or a any Subsidiary acquires title or rights after the Closing Date and any license agreements entered into after the Closing Date by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary said Person to use any third party’s patents, trademarks, trademarks or copyrights;copyrights owned by third parties; and
(g) Shall shall give Lender Bank at least thirty (30) days prior written notice before using of any trade, assumed, new trade or fictitious name. Each Borrower’s and each Subsidiary’s use of any trade or fictitious name not already disclosed shall be in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance compliance with all applicable laws;
(h) Shall promptly notify Lender of laws regarding the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all use of such Person’s owned vehicles and Equipment which are subject to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and Equipmentnames.
Appears in 1 contract
Covenants Regarding Collateral. Borrower makes the following covenants with Bank regarding the Collateral. Borrower:
(a) Shall will use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance;
(b) Shall as agent for Bank, will defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
(c) Shall will, at Bank’s request, obtain and deliver to Lender Bank such Third Party Agreements waivers as Lender Bank may request from time to time (with it being understood that require waiving the failure for whatever reason to obtain any such Third Party Agreements shall not in any way limit Lenderlandlord’s, mortgagee’s right to institute Reserves; provided, that, Lender agrees that it will not institute Reserves with respect or other lienholder’s enforcement rights against the Collateral and assuring Bank’s access to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date)Collateral in exercise of its rights hereunder;
(d) Shall will promptly deliver to Lender Bank all Itemspromissory notes, Instrumentsdrafts, Chattel Papertrade acceptances chattel paper, Investment Property Instruments or documents of title which are Collateral in the form of certificated securitiestangible form, and, if requested by Lender, Documents which constitute Collateral, in each case appropriately indorsed endorsed to LenderBank’s order;
(e) Shall , and Borrower will not create any Electronic Chattel Paper without first granting Lender Control thereof pursuant taking all steps deemed necessary by Bank to such measures as Lender shall requestconfer control of the Electronic Chattel Paper upon Bank in accordance with the Code;
(e) Except for sales of Inventory in the ordinary course of business, will not sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose of or encumber any Collateral or any interest therein; and
(f) Shall shall promptly notify Lender Bank of any future patents, trademarks, trademarks or copyrights to which a owned by Borrower or a Subsidiary acquires title or rights after the Closing Date and any license agreements entered into after the Closing Date by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary said person to use any third party’s patents, trademarks, trademarks or copyrights;copyrights owned by third parties.
(g) Shall shall give Lender Bank at least thirty (30) days prior written notice before using of any trade, assumed, new trade or fictitious name. Borrower’s use of any trade or fictitious name not already disclosed shall be in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance compliance with all applicable laws;
(h) Shall promptly notify Lender of laws regarding the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all use of such Person’s owned vehicles and Equipment which are subject to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and Equipmentnames.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Home Diagnostics Inc)
Covenants Regarding Collateral. Each Borrower makes the following covenants with Bank regarding the Collateral for itself and each Subsidiary. Each Borrower and each Subsidiary:
(a) Shall will use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insuranceinsurance that would have a Material Adverse Effect;
(b) Shall will defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
(c) Shall will, at Bank’s request, obtain and deliver to Lender Bank such Third Party Agreements Waivers as Lender Bank may request from time to time (with it being understood that the failure for whatever reason to obtain any such Third Party Agreements shall not in any way limit Lender’s right to institute Reserves; provided, that, Lender agrees that it will not institute Reserves with respect to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date)reasonably require;
(d) Shall will promptly deliver to Lender Bank all Itemspromissory notes, Instrumentsdrafts, Chattel Papertrade acceptances, Investment Property chattel paper, Instruments or documents of title which are Collateral in the form of certificated securitiestangible form, and, if requested by Lender, Documents which constitute Collateral, in each case appropriately indorsed endorsed to LenderBank’s order;
(e) Shall not , and no Borrower will create or permit any Subsidiary to create any Electronic Chattel Paper without first granting Lender Control thereof pursuant taking all steps deemed necessary by Bank to such measures confer control of the Electronic Chattel Paper upon Bank in accordance with the Code;
(e) except for (i) sales of Inventory in the ordinary course of business and (ii) as Lender shall requestpermitted by Section 6.13 will not sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose of or encumber any Collateral or any interest therein;
(f) Shall shall promptly notify Lender Bank of any future material patents, trademarks, trademarks or copyrights to which a owned by any Borrower or a any Subsidiary acquires title or rights after the Closing Date and any material license agreements entered into after the Closing Date by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary said Person to use any third party’s patents, trademarks, trademarks or copyrights;copyrights owned by third parties; and
(g) Shall shall give Lender Bank at least thirty ten (3010) days prior written notice before using of any trade, assumed, new trade or fictitious name. Any Borrower’s or any Subsidiary’s use of any trade or fictitious name not already disclosed shall be in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance compliance with all applicable laws;
(h) Shall promptly notify Lender of laws regarding the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all use of such Person’s owned vehicles and Equipment which are subject to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and Equipmentnames.
Appears in 1 contract
Covenants Regarding Collateral. Borrower makes the following covenants with Bank regarding the Collateral for itself and each Subsidiary, Borrower and each Subsidiary:
(a) Shall Borrower will use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance;
(b) Shall Borrower, as agent for Bank, will defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
(c) Shall Borrower will, at Bank’s request, obtain and deliver to Lender Bank such Third Party Agreements waivers as Lender Bank may request from time to time (with it being understood that require waiving the failure for whatever reason to obtain any such Third Party Agreements shall not in any way limit Lenderlandlord’s, mortgagee’s right to institute Reserves; provided, that, Lender agrees that it will not institute Reserves with respect or other lienholder’s enforcement rights against the Collateral and assuring Bank’s access to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date)Collateral in exercise of its rights hereunder;
(d) Shall Borrower will promptly deliver to Lender Bank all Itemspromissory notes, Instrumentsdrafts, Chattel Papertrade acceptances, Investment Property in the form chattel paper, Instruments or documents of certificated securities, and, if requested by Lender, Documents title which constitute are Collateral, in each case appropriately indorsed endorsed to LenderBank’s order;
(e) Shall , and Borrower will not create or permit any Subsidiary to create any Electronic Chattel Paper without first granting Lender Control thereof pursuant taking all steps deemed necessary by Bank to such measures as Lender shall requestconfer control of the Electronic Chattel Paper upon Bank in accordance with the Code;
(e) Except for sales of Inventory in the ordinary course of business and disposal of obsolete Equipment consistent with Borrower’s historical practices, will not sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose of or encumber any Collateral or any interest therein;
(f) Shall shall promptly notify Lender Bank of any future patents, trademarks, trademarks or copyrights to which a owned by Borrower or a any Subsidiary acquires title or rights after the Closing Date and any license agreements entered into after the Closing Date by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary said Person to use any third party’s patents, trademarks, trademarks or copyrights;copyrights owned by third parties; and
(g) Shall shall give Lender Bank at least thirty (30) days days' prior written notice before using of any trade, assumed, new trade or fictitious name. Borrower's or any Subsidiary’s use of any trade or fictitious name not already disclosed shall be in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance compliance with all applicable laws;
(h) Shall promptly notify Lender of laws regarding the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all use of such Person’s owned vehicles and Equipment which are subject to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and Equipmentnames.
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Samples: Revolving and Term Credit and Security Agreement (Aerosonic Corp /De/)
Covenants Regarding Collateral. (a) Shall use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance;
(b) Shall Unless Lender shall have otherwise consented to in writing, shall defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
(c) Shall obtain and deliver to Lender such Third Party Agreements as Lender may reasonably request from time to time (with it being understood that the failure for whatever reason to obtain any such Third Party Agreements shall not in any way limit Lender’s right to institute Reserves; provided, that, Lender agrees that it will not institute Reserves with respect to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Datereserves in its sole and absolute discretion);
(d) Shall promptly deliver to Lender all Items, Instruments, Chattel Paper, Investment Property in the form of certificated securities, and, if requested by Lender, Documents which constitute Collateral, in each case appropriately indorsed to Lender’s order;
(e) Shall not create any Electronic Chattel Paper without first granting Lender Control thereof pursuant to such measures as Lender shall request;
(f) Shall promptly notify Lender of any patents, trademarks, or copyrights to which a Borrower or a Subsidiary acquires title or rights after the Closing Date and any license agreements entered into after the Closing Date by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary to use any third party’s patents, trademarks, or copyrights;
(g) Shall give Lender at least thirty (30) 30 days written notice before using any trade, assumed, or fictitious name not already disclosed in Schedule 5.8(c) hereto or in the Collateral Disclosure Certificate IP Security Agreement and shall use all trade, assumed, or fictitious names in accordance with all applicable laws;
(h) Shall promptly notify Lender of the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and;
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title in its possession or similar title documents in its possession for all of such Person’s owned vehicles and Equipment which are subject to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and Equipment; and
(j) Promptly upon request, shall provide Lender, to the extent applicable, (a) copies of all agreements and certificates evidencing Investment Property and all original certificated securities in respect thereof; (b) all promissory notes, evidences of indebtedness, and other instruments in favor of Borrower (excluding checks and other drafts received in the ordinary course of Borrower’s business for immediate collection); and (c) all leases of equipment by Borrower to any other Person, security agreements in favor of Borrower or to which Borrower is the secured party, and other chattel paper owned by Borrower; provided, however, promptly upon request, Borrower will provide Lender, to the extent applicable, the originals of all of the foregoing.
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Covenants Regarding Collateral. Borrower makes the following covenants with Bank regarding the Collateral for itself and each Subsidiary. Borrower and each Subsidiary:
(a) Shall will use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance;
(b) Shall as agent for Bank, will defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
(c) Shall will, at Bank’s request, obtain and deliver to Lender Bank such Third Party Agreements Waivers as Lender Bank may request from time to time (with it being understood that the failure for whatever reason to obtain any such Third Party Agreements shall not in any way limit Lender’s right to institute Reserves; provided, that, Lender agrees that it will not institute Reserves with respect to the Borrowers’ failure to deliver on the Closing Date Third Party Agreements for Borrowers’ store locations other than Caesar’s Palace until 30 days after the Closing Date)require;
(d) Shall will promptly deliver to Lender Bank all Itemspromissory notes, Instrumentsdrafts, Chattel Papertrade acceptances, Investment Property chattel paper, Instruments or documents of title which are Collateral in the form of certificated securitiestangible form, and, if requested by Lender, Documents which constitute Collateral, in each case appropriately indorsed endorsed to LenderBank’s order;
(e) Shall , and Borrower will not create or permit any Subsidiary to create any Electronic Chattel Paper without first granting Lender Control thereof pursuant taking all steps deemed necessary by Bank to confer control of the Electronic Chattel Paper upon Bank in accordance with the Code;
(e) except for sales of Inventory in the ordinary course of business and the voluntary termination of Swap Agreements to which Borrower or such measures as Lender shall requestSubsidiary is a party, will not sell, assign, lease, transfer, pledge, hypothecate or otherwise dispose of or encumber any Collateral or any interest therein;
(f) Shall shall promptly notify Lender Bank of any future patents, trademarks, trademarks or copyrights to which a owned by Borrower or a any Subsidiary acquires title or rights after the Closing Date and any license agreements entered into after the Closing Date by any Borrower or any Subsidiary authorizing such Borrower or such Subsidiary said Person to use any third party’s patents, trademarks, trademarks or copyrightscopyrights owned by third parties;
(g) Shall shall give Lender Bank at least thirty (30) days prior written notice before using of any trade, assumed, new trade or fictitious name. Borrower’s or any Subsidiary’s use of any trade or fictitious name not already disclosed shall be in the Collateral Disclosure Certificate and shall use all trade, assumed, or fictitious names in accordance compliance with all applicable laws;
(h) Shall promptly notify Lender of laws regarding the existence of any Commercial Tort Claims which arise after the Closing Date and shall provide Lender with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is reasonably necessary for Lender to perfect its security interest thereon; and
(i) Within three (3) Business Days after Lender’s request made during the existence of an Event of Default, shall deliver to Lender the original certificates of title or similar title documents for all use of such Person’s owned vehicles and Equipment which are subject to certificate of title or similar statutes (as contemplated in Section 9-311 of the UCC) and take such further actions from time to time as Lender requests for purposes of perfecting Lender’s security interest in and to such vehicles and Equipmentnames.
Appears in 1 contract
