Covenants Regarding Collateral. (a) The Credit Parties shall defend the Collateral against all claims and demands of all Persons, except for Xxxxxxxxx Xxxxx; (b) The Credit Parties shall exercise commercially reasonable efforts to obtain and deliver to the Agent such Third Party Agreements as the Agent may request from time to time; (c) The Credit Parties shall promptly notify Agent of all Items, Instruments, Chattel Paper, and documents which constitute Collateral that evidence an amount payable in excess of $500,000, individually, or $2,000,000, in the aggregate, and, if requested by Agent, shall deliver to the Agent any such items, Instruments, Chattel Paper, and documents appropriately indorsed to the Agent’s order (or, in the case of Items, if requested by Agent, shall promptly deposit same into a Deposit Account subject to the Agent’s Control or otherwise in compliance with Section 2.11(c)); (d) The Credit Parties shall promptly deliver to the Agent all Investment Property in the form of certificated securities, together with appropriate stock transfer powers; (e) The Credit Parties shall not create any electronic chattel paper evidencing an amount payable in excess (together with Items, Instruments, Chattel Paper, and documents that are or evidence Collateral and are not subject to the Agent’s possession) of $500,000, individually or in the aggregate, without first promptly notifying Agent thereof and, if requested by Agent, granting the Agent Control thereof pursuant to such measures as the Agent shall request; (f) The Credit Parties shall promptly notify the Agent of any registered (including applications for) patents, trademarks, or copyrights to which a Credit Party or a Subsidiary of a Credit Party acquires title or rights after the Effective Date, whether registered with any domestic or foreign entity or registry (but excluding registrations made solely with a State of the United States or the District of Columbia, unless material) and any license agreements (other than shrink- wrap or off-the-shelf business software acquired in the ordinary course of business) entered into after the Effective Date by any Credit Party or any Subsidiary of a Credit Party authorizing such Credit Party or such Subsidiary to use any third party’s patents, trademarks, or copyrights; (g) The Credit Parties shall give the Agent 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; and (h) The Credit Parties shall promptly notify the Agent of the existence of any Commercial Tort Claims in an amount (individually or in the aggregate with other Commercial Tort Claims) in excess of $500,000 which arise after the Effective Date and shall provide the Agent with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is requested by Agent and reasonably necessary for the Agent to perfect its security interest thereon.
Appears in 1 contract
Samples: Loan and Security Agreement (Guardian Pharmacy Services, Inc.)
Covenants Regarding Collateral. (a) The Credit Parties shall defend the Collateral against all claims and demands of all Persons, except for Xxxxxxxxx Xxxxx;
(b) The Credit Parties shall exercise commercially reasonable efforts to obtain and deliver to the Agent such Third Party Agreements as the Agent may request from time to time;
(c) The Credit Parties shall promptly notify Agent of all Items, Instruments, Chattel Paper, and documents which constitute Collateral that evidence an amount payable in excess of $500,000, individually, or $2,000,000, in the aggregate, and, if requested by Agent, shall deliver to the Agent any such items, Instruments, Chattel Paper, and documents appropriately indorsed to the Agent’s order (or, in the case of Items, if requested by Agent, shall promptly deposit same into a Deposit Account subject to the Agent’s Control or otherwise in compliance with Section 2.11(c));
(d) The Credit Parties shall promptly deliver to the Agent all Investment Property in the form of certificated securities, together with appropriate stock transfer powers;
(e) The Credit Parties shall not create any electronic chattel paper evidencing an amount payable in excess (together with Items, Instruments, Chattel Paper, and documents that are or evidence Collateral and are not subject to the Agent’s possession) of $500,000, individually or in the aggregate, without first promptly notifying Agent thereof and, if requested by Agent, granting the Agent Control thereof pursuant to such measures as the Agent shall request;
(f) The Credit Parties shall promptly notify the Agent of any registered (including applications for) patents, trademarks, or copyrights to which a Credit Party or a Subsidiary of a Credit Party acquires title or rights after the Effective Date, whether registered with any domestic or foreign entity or registry (but excluding registrations made solely with a State of the United States or the District of Columbia, unless material) and any license agreements (other than shrink- shrink-wrap or off-the-shelf business software acquired in the ordinary course of business) entered into after the Effective Date by any Credit Party or any Subsidiary of a Credit Party authorizing such Credit Party or such Subsidiary to use any third party’s patents, trademarks, or copyrights;
(g) The Credit Parties shall give the Agent 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; and
(h) The Credit Parties shall promptly notify the Agent of the existence of any Commercial Tort Claims in an amount (individually or in the aggregate with other Commercial Tort Claims) in excess of $500,000 which arise after the Effective Date and shall provide the Agent with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is requested by Agent and reasonably necessary for the Agent to perfect its security interest thereon.
Appears in 1 contract
Samples: Loan and Security Agreement (Guardian Pharmacy Services, Inc.)
Covenants Regarding Collateral. (a) The Credit Parties shall defend the Collateral against all claims and demands of all Persons, except for Xxxxxxxxx Xxxxx;
(b) The Credit Parties shall exercise commercially reasonable efforts to obtain and deliver to the Agent such Third Party Agreements as the Agent may request from time to time;
(c) The Credit Parties shall promptly notify Agent of all Items, Instruments, Chattel Paper, and documents which constitute Collateral that evidence an amount payable in excess of $500,000250,000, individually, or $2,000,0001,000,000, in the aggregate, and, if requested by Agent, shall deliver to the Agent any such items, Instruments, Chattel Paper, and documents appropriately indorsed to the Agent’s order (or, in the case of Items, if requested by Agent, shall promptly deposit same into a Deposit Account subject to the Agent’s Control or otherwise in compliance with Section 2.11(c));
(d) The Credit Parties shall promptly deliver to the Agent all Investment Property in the form of certificated securities, together with appropriate stock transfer powers;
(e) The Credit Parties shall not create any electronic chattel paper evidencing an amount payable in excess (together with Items, Instruments, Chattel Paper, and documents that are or evidence Collateral and are not subject to the Agent’s possession) of $500,000250,000, individually or in the aggregate, without first promptly notifying Agent thereof and, if requested by Agent, granting the Agent Control thereof pursuant to such measures as the Agent shall request;
(f) The Credit Parties shall promptly notify the Agent of any registered (including applications for) patents, trademarks, or copyrights to which a Credit Party or a Subsidiary of a Credit Party acquires title or rights after the Effective Date, whether registered with any domestic or foreign entity or registry (but excluding registrations made solely with a State of the United States or the District of Columbia, unless material) and any license agreements (other than shrink- shrink-wrap or off-the-shelf business software acquired in the ordinary course of business) entered into after the Effective Date by any Credit Party or any Subsidiary of a Credit Party authorizing such Credit Party or such Subsidiary to use any third party’s patents, trademarks, or copyrights;
(g) The Credit Parties shall give the Agent 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; and
(h) The Credit Parties shall promptly notify the Agent of the existence of any Commercial Tort Claims in an amount (individually or in the aggregate with other Commercial Tort Claims) in excess of $500,000 250,000 which arise after the Effective Date and shall provide the Agent with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is requested by Agent and reasonably necessary for the Agent to perfect its security interest thereon.
Appears in 1 contract
Samples: Loan and Security Agreement (Guardian Pharmacy Services, Inc.)
Covenants Regarding Collateral. (a) The Credit Parties shall Shall use commercially reasonable efforts to defend the Collateral against all claims and demands of all Persons, except for Xxxxxxxxx XxxxxPermitted Encumbrances;
(b) The Credit Parties shall exercise commercially reasonable efforts Shall from time to time upon Administrative Agent’s request, obtain and deliver to the Administrative Agent such Third Party Agreements as the Agent respecting locations at which any Records owned by Borrower or in which Borrower has an interest are located or where any of Borrower’s Goods may request from time to timebe located;
(c) The Credit Parties From time to time upon Administrative Agent’s request, shall promptly notify deliver to Administrative Agent of all Items, InstrumentsInstruments (other than Items which have been sent to a Lock Box or deposited in a Lock Box Account or the Agent’s Account), Chattel Paper, and documents which constitute Collateral that evidence an amount payable in excess of $500,000, individually, or $2,000,000, in the aggregate, and, if requested by Agent, shall deliver to the Agent any such items, Instruments, Chattel Paper, and documents appropriately indorsed to the Agent’s order (or, in the case of Items, if requested by Agent, shall promptly deposit same into a Deposit Account subject to the Agent’s Control or otherwise in compliance with Section 2.11(c));
(d) The Credit Parties shall promptly deliver to the Agent all Investment Property in the form of certificated securities, together with appropriate stock transfer powersand, if requested by Administrative Agent, Documents, in each case to the extent constituting Collateral, in each case appropriately indorsed to Administrative Agent’s order or otherwise as Administrative Agent shall direct;
(d) Shall, within three Business Days after receipt thereof, deliver to a Lock Box or a Lock Box Account or the Agent’s Account any Items which it may have received directly and which constitute Collections;
(e) The Credit Parties shall Shall not create any electronic chattel paper evidencing an amount payable in excess (together with Items, Instruments, Electronic Chattel Paper, and documents that are or evidence Collateral and are not subject to the Agent’s possession) of $500,000, individually or in the aggregate, Paper without first promptly notifying Agent thereof and, if requested by Agent, granting the Administrative Agent Control thereof pursuant to such measures as the Administrative Agent shall reasonably request;; and
(f) The Credit Parties shall Shall promptly notify the Agent of any registered (including applications for) patents, trademarks, or copyrights to which a Credit Party or a Subsidiary of a Credit Party acquires title or rights after the Effective Date, whether registered with any domestic or foreign entity or registry (but excluding registrations made solely with a State of the United States or the District of Columbia, unless material) and any license agreements (other than shrink- wrap or off-the-shelf business software acquired in the ordinary course of business) entered into after the Effective Date by any Credit Party or any Subsidiary of a Credit Party authorizing such Credit Party or such Subsidiary to use any third party’s patents, trademarks, or copyrights;
(g) The Credit Parties shall give the Agent 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; and
(h) The Credit Parties shall promptly notify the Administrative Agent of the existence of any Commercial Tort Claims in an amount (individually or in the aggregate with other Commercial Tort Claims) Claim constituting Collateral and having a value in excess of $500,000 1,000,000 which arise arises after the Effective Closing Date and shall provide the Administrative Agent with such information, and otherwise take such action with respect to such Commercial Tort Claims, as is requested by Agent and reasonably necessary for the Administrative Agent to perfect its security interest thereon.
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