Debtor’s Covenants. Until the Obligations are paid in full, Debtor agrees that it will:
6.1 preserve its legal existence and not, in one transaction or a series of related transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets;
6.2 not change the Debtor State of its registered organization;
6.3 not change its registered name without providing Secured Party with 30 days’ prior written notice; and
6.4 not change the state of its Place of Business or, if Debtor is an individual, change his state of residence without providing Secured Party with 30 days’ prior written notice.
Debtor’s Covenants. Debtor agrees: ------------------
a. To pay Secured Party all amounts payable on the note mentioned is this Security Agreement and all other obligations of Debtor held by Secured Party on or before the date when due and payable, whether at maturity, by acceleration, or otherwise; to perform all terms of the note and this Security Agreement, and of any other loan or security agreement between Debtor and Secured Party; and to pay all obligations required under the terms of this Security Agreement.
b. To use proceeds of all loans for the purposes agreed on.
c. To execute and deliver to Secured Party financing statements with respect to the Collateral (in number, form, and substance satisfactory to Secured Party) and such additional security documentation as and when Secured Party may request to effect the purposes of this Security Agreement; to deliver to Secured Party at its request financial statements, schedules, lists of property and accounts, budgets, books and records, forecasts, reports, tax returns, contracts, and other information relating in any manner to the Collateral.
d. To defend the Collateral against the claims and demands of all persons and entities.
e. To insure the Collateral against all hazards, in form and amount satisfactory to Secured Party; and, if requested by Secured Party, to obtain loss-payable endorsements in favor of Secured Party.
f. To keep the Collateral in good condition and keep crops and farm products in an unmanufactured state; to attend to and care for the Collateral; to perform other acts that may be necessary to grow, cultivate, spray, irrigate, cut, harvest, pick, preserve, and protect the crops and farm products according to the best course of husbandry practiced in the vicinity; to prepare crops and farm products for market and promptly notify Secured Party when those preparations have been made; keep the crops separate and always capable of being identified; promptly give Secured Party written notice of any disease to, any destruction of, any depreciation in the value of or any damage to the crops; to maintain the present buildings and improvements on the real property in good condition and repair; to keep in good standing all rights to water; to give Secured Party prompt notice of any damage to the Collateral or to the real property; to permit Secured Party to enter on the real property at reasonable times for the purpose of examining the Collateral; and to permit Secured Party to inspect all books and records rela...
Debtor’s Covenants. Until full payment and performance of all of the Obligations and termination or expiration of any obligation or commitment of Lender to make advances or loans to Debtor, unless Lender otherwise consents in writing:
Debtor’s Covenants. The Debtor hereby covenants and agrees with the Secured Party as follows:
Debtor’s Covenants. Debtor hereby covenants and agrees with Secured Party that Debtor will:
(a) Defend the Collateral against all claims and demands of all persons at any time claiming any interest therein.
(b) Provide Secured Party, at least fifteen (15) business days prior to occurrence, with written notice of (i) any change in Debtor's chief executive office or the office where Debtor maintains its books and records pertaining to the Customer Receivables, (ii) the movement or location of Collateral to or at any address other than as set forth in said EXHIBIT C, and (iii) any event or occurrence which would render any warranty or information contained in EXHIBIT C OR D hereto inaccurate or incomplete.
(c) Immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution.
(d) Not sell or offer to sell or otherwise assign, transfer, encumber, grant a security interest in, or dispose of the Collateral or any interest therein, without Secured Party's prior written consent; PROVIDED, HOWEVER, that Debtor may sell finished goods inventory, if any, in the ordinary course of its business.
(e) Except as otherwise permitted by the Loan Agreement, keep the Collateral free from any adverse lien, security interest or encumbrance and in good order and repair, reasonable wear and tear excepted, and not waste or destroy the Collateral or any part thereof.
(f) Not use the Collateral in violation of applicable law or of any policy of insurance applicable thereto.
(g) Not change its corporate name, identity, structure or state of organization or formation without Secured Party's prior written consent.
(h) At Secured Party's request, execute, acknowledge and deliver such further documents and instruments as Secured Party may from time to time reasonably request or require to confirm Secured Party's Security Interests in and to any patent, trademark or service xxxx, and any registrations or applications for same.
(i) Promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by Debtor, adequate reserves have been set aside therefor, and payment of such contested taxes made prior to the institution of any enforcement proceeding which could adversely affect the Security Intere...
Debtor’s Covenants. The Debtor agrees and covenants as follows:
Debtor’s Covenants. Until the Obligations are paid in full, Debtor agrees that it will:
6.1 preserve its corporate existence and not, in one transaction or a series of related transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets;
6.2 not change the state where it is located; and
6.3 not change its corporate name without providing Secured Party with 30 days' prior written notice.
Debtor’s Covenants. The Debtor covenants with the Secured Party that:
(a) the Debtor shall duly pay to the Secured Party the Liabilities secured by this Agreement or any other contract or agreement entered into with the Secured Party;
(b) the Debtor shall duly pay all taxes, rates, or other impositions imposed by any lawful authority on the Collateral or on the Secured Party in respect of the Collateral, except where the validity of any tax, rate, or other imposition is being contested by the Debtor in good faith and the Debtor has satisfied the Secured Party that the contestation will not involve forfeiture of all or any part of the Collateral;
(c) the Debtor will observe and perform all obligations and all matters and things necessary or expedient to be observed or performed under or by virtue of any lease, licence, concession, or other franchise forming part of the Collateral in order to preserve, protect, and maintain all the rights of the Secured Party and Debtor under this Agreement;
(d) the Debtor shall duly exercise every right of renewal of any lease, licence, concession, and franchise, and shall obtain a new lease, licence, concession, or franchise for the longest time or times, if advantageous, and upon the most favourable terms obtainable, including all rights of further renewal, and shall forthwith assign to the Secured Party any new or renewal lease, licence, concession, or franchise that forms a part of or is related to the Collateral;
(e) the Debtor will pay on demand, and will indemnify and save the Secured Party harmless from, any and all liabilities, costs and expenses (including legal fees and expenses on a solicitor and own client basis and any sales, goods and services or other similar taxes payable to any governmental authority with respect to any such liabilities, costs and expenses) (i) with respect to, or resulting from, any failure or delay by the Debtor in performing or observing any of its obligations under this Agreement, or (ii) incurred by the Secured Party in performing or observing any of the other covenants of the Debtor under this Agreement;
(f) the Debtor will not create, incur or permit to exist, and will defend the Collateral against, and will take such other action as is necessary to remove, any and all Security Interests in and other claims affecting the Collateral, other than the Security Interests created by this Agreement or as permitted in writing by the Secured Party, and the Debtor will defend the right, title and interest of the...
Debtor’s Covenants. Until full payment and performance of all Obligations and termination or expiration of any obligation or commitment of Bank to make advances or loans to Debtor, unless Bank otherwise consents in writing:
Debtor’s Covenants. The Debtor covenants that it shall:
(a) from time to time and upon reasonable prior notice and at all reasonable times allow the Lender, by or through any of its officers, agents, attorneys, or accountants, to examine or inspect the Collateral, and obtain valuations and audits of the Collateral, at the Debtor’s expense, wherever located; ; provided, however, that unless an Event of Default exists Debtor shall not be required to pay for more than one valuation or audit of the Collateral in any consecutive twelve month period. The Debtor shall do, obtain, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as the Lender may reasonably require to vest in and assure to the Lender its rights hereunder and in or to the Collateral, and the proceeds thereof, including waivers from landlords, warehousemen and mortgagees.
(b) keep the Collateral in good order and repair (normal wear and tear excepted) at all times and immediately notify the Lender of any event causing a material loss or decline in value of the Collateral, whether or not covered by insurance, and the amount of such loss or depreciation;
(c) only use or permit the Collateral to be used in accordance in all material respects with all applicable federal, state, county and municipal laws and regulations; and
(d) have and maintain insurance at all times with respect to all Collateral against risks of fire (including so-called extended coverage), theft, sprinkler leakage, and other risks (including risk of flood if any Collateral is maintained at a location in a flood hazard zone) as the Lender may reasonably require, in such form, in such amount, for such period and written by such companies as may be reasonably satisfactory to the Lender. Each such casualty insurance policy shall contain a standard Lender’s Loss Payable Clause issued in favor of the Lender under which all losses thereunder shall be paid to the Lender as the Lender’s interest may appear. Such policies shall expressly provide that the requisite insurance cannot be altered or canceled without at least thirty (30) days prior written notice to the Lender and shall insure the Lender notwithstanding the act or neglect of the Debtor. Promptly upon the Lender’s demand, the Debtor shall furnish the Lender with duplicate original policies of insurance or such other evidence of insurance as the Lender may require. In the event of failure to provide insurance as herein provided, the Lender may, at...
