Defaults and Violations. Seller is not in default or material violation of any contracts, agreements, leases, or other instruments or obligations relating to the Assets to be sold and transferred to Buyer pursuant to this Agreement, and this Agreement and the purchase and sale to be consummated pursuant to this Agreement will not create or cause a default or material violation of any contract, agreement, lease or other instrument to which Seller may be a party. All contracts and agreements, and other obligations of Seller related to the Assets are attached hereto as Exhibit III.
Defaults and Violations. Seller warrants that to the best of its knowledge, and subject to the financial information described in Section
Defaults and Violations. The line of credit with the Bank requires that the Company maintains a maximum debt to tangible net worth ratio of 1:1. As of December 31, 2004, the ratio is 1.17:1. The Company received a waiver for the covenant violation from the Bank. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. THE HOLDER OF THIS DEBENTURE WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS DEBENTURE OF THE RESALE RESTRICTIONS REFERRED TO IN THE FOREGOING SENTENCE. $______________ _________, 2005 FOR VALUE RECEIVED, MAGNETECH INTEGRATED SERVICES CORP., an Indiana corporation ("Company"), with its principal office at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxx 00000, promises to pay to the order of ______________________________________________ ("Holder"), the principal amount of ________________________________________ Dollars ($_________) on February 28, 2007 (the “Maturity Date”), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public or private debts. Interest shall accrue daily and shall be payable on the unpaid balance of said principal amount from time to time outstanding at the rate of six percent (6%) per annum; provided, however, that for the period from and including the date of the occurrence of any Event of Default as set forth in Section 3, to but not including the date such Event of Default is cured or waived, the interest rate shall be increased to fifteen percent (15%) per annum. This Debenture is issued pursuant to a subordinated convertible debenture purchase agreement between the Company and the Holder ("Purchase Agreement") and is secured by a second lien on certain collateral more specifically described in that certain Security Agreement entered into by the Company for the benefit of the Holder and Strasbourger Xxxxxxx Tulcin Xxxxx, Inc., as agent for holders (the “Agent”), among others ("Security Agreement...
Defaults and Violations. There exists no material violation of or material default by Borrower and, to the knowledge of Borrower, no event has occurred which, upon the giving of notice or the passage of time, or both, would constitute a material violation or material default with respect to (a) the terms of any instrument executed by Borrower, or (b) any license, permit, statute, ordinance, Law, judgment, order, writ, injunction, decree, rule or regulation of any relevant governmental authority, or any determination or award of any arbitrator to which Borrower may be bound, which in the case of either clause (a) or (b) would reasonably be expected to have a material adverse effect on the financial condition of the Borrower.
Defaults and Violations. Borrower is not in default or in violation with respect to any final judgment, writ, injunction, decree or regulation of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which has jurisdiction over the property of Borrower.
Defaults and Violations. Borrower is not:
(a) in default under any written indenture, contract, mortgage, franchise, lease, agreement, permit, or any other instrument to which it is a party;
(b) in violation in any material respect of any applicable Federal, state, and local laws, statutes, ordinances, regulations and orders of governmental authorities and all requirements of such foreign jurisdictions as may be applicable;
(c) in default with respect to any judgment, order, writ, injunction or decree of any court; or
(d) in default under or cited for noncompliance with any order, license, or regulation of any Federal, state, municipal or other government agency; which defaults, citations, violations or noncompliance individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
Defaults and Violations. As part of the Asset Purchase Agreement with Pxxxxx, Xxxxx Data Processing and Platinum I.T. Consulting, Inc., Global and Platinum assumed the lease for a portion of the 10th Floor in the building located at 500 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Global and Platinum subsequently defaulted on such lease, and the parties are presently communicating to determine an appropriate resolution to the matter.
Defaults and Violations. Hy-Tech Computer Systems, Inc. is in default of a provision of the SunTrust loan covenants restricting mergers and acquisitions.
Defaults and Violations. The purchase and sale to be consummated pursuant to this Agreement will not create or cause a default or material violation of any contract, agreement, lease or other instrument to which Seller may be a party.
Defaults and Violations. Neither the Company nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
