FURTHER ASSURANCES AND OTHER COVENANTS. Lessee agrees as follows:
(a) Upon Lessor’s request, Lessee will furnish Lessor with (1) Lessee’s balance sheet, statement of income and statement of retained earnings, prepared in accordance with GAAP, certified by certified public accountants, within [*****] days of the close of each fiscal year of Lessee, (2) Lessee’s quarterly financial report certified by the chief financial officer of Lessee, within [*****] days of the close of each fiscal quarter of Lessee, and (3) all of Lessee’s Forms 10-K and 10-Q, if any, filed with the Securities and Exchange Commission (“SEC”) as and when filed (by furnishing these SEC forms, or making them publicly available in electronic form, in each case, within the time periods set forth in clauses (1) and (2), Lessee shall be deemed to have satisfied the requirements of clauses (1), (2) and (3)).
(b) Lessee shall obtain and deliver to Lessor and/or promptly execute or otherwise authenticate any documents, filings, waivers (including any landlord and mortgagee waivers and/or subordination and lien waiver agreements), releases and other records, and will take such further action as Lessor may request in furtherance of Lessor’s rights under any of the Lease Documents. Lessee covenants that there are currently no mortgages on the premises on which the Equipment is located, and that in the event any mortgages are granted on such premises, Xxxxxx shall immediately obtain mortgagee waivers in form and substance satisfactory to Lessor from any such mortgagees. Lessee will deliver to Lessor any additional information reasonably requested by Lessor relating to the Equipment and/or the general financial condition of Lessee. Lessee irrevocably authorizes Lessor to file Uniform Commercial Code financing statements (“UCCs”), and other filings with respect to the Equipment, including a registration of lien in the lien registry of any appropriate government agency and, to the extent any of the Equipment constitutes a motor vehicle(s), certificates of title or other similar documentation naming Lessor as first lienholder, with the titling agency in the appropriate jurisdiction. Without Xxxxxx’s prior written consent, Xxxxxx agrees not to file any corrective or termination statements or partial releases with respect to any UCCs filed by Lessor pursuant to this Lease.
(c) Lessee shall provide written notice to Lessor: (1) [*****] days prior to any change in Lessee’s name or jurisdiction or form of organization or any change of ownership or...
FURTHER ASSURANCES AND OTHER COVENANTS. Lessee agrees as follows:
FURTHER ASSURANCES AND OTHER COVENANTS. Lessee agrees as follows: (a) if Tower International, Inc. or its permitted successors and assigns (collectively, the “Parent”) is no longer subject to the reporting requirements of, or no longer has a class of equity securities registered under, the Securities Act of 1933 or the Securities Exchange Act of 1934, Lessee will furnish Lessor with (1) Lessee's balance sheet, statement of income and statement of retained earnings, prepared in accordance with GAAP, certified by a recognized firm of certified public accountants, within ninety (90) days of the close of each fiscal year of Lessee, (2) Lessee’s quarterly financial report certified by the chief financial officer of Lessee, within sixty (60) days of the close of each fiscal quarter of Lessee, and (3) all of Lessee’s Forms 10-K and 10-Q, if any, filed with the Securities and Exchange Commission (“SEC”) as and when filed (by furnishing these SEC forms, or making them publicly available in electronic form, in each case, within the time periods set forth in clauses (1) and (2), Lessee shall be deemed to have satisfied the requirements of clauses (1), (2) and (3)).
FURTHER ASSURANCES AND OTHER COVENANTS. Lessee agrees as follows: (a) Lessee will furnish, at Lessee’s sole cost, Lessor with (i) Lessee’s balance sheet, consolidated statements of income, statements of cash flows, to the extent applicable statutory statements and statements of equity together with all notes to consolidated financial statements (in addition to the balance sheet), prepared in accordance with GAAP, certified by a recognized firm of certified public accountants, within one hundred twenty (120) days of the close of each fiscal year of Lessee, (ii) Lessee’s quarterly financial report certified by the chief financial officer of Lessee, within sixty (60) days of the close of each fiscal quarter of Lessee, and (iii) all of Lessee’s Forms 10-K and 10-Q, if any, filed with the Securities and Exchange Commission (“SEC”) within thirty (30) days after the date on which they are filed (by furnishing these SEC forms, or making them publicly available in electronic form, Lessee shall be deemed to have satisfied the requirements of clauses (i), (ii) and (iii)).
FURTHER ASSURANCES AND OTHER COVENANTS. (a) Grantor shall maintain as its independent auditors an accounting firm authorized to practice before the SEC.
(b) Grantor shall maintain its corporate existence in good standing and shall pay and discharge in a timely manner in order to avoid material penalties all material taxes and governmental charges upon it or against any of its properties or assets, except to the extent that Grantor shall be contesting in good faith its obligation to pay such taxes or charges. Grantor shall make timely filings of all material tax returns and governmental reports required to be filed or submitted under any applicable laws.
(c) Grantor shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose, or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the period that any amounts remain outstanding under any of the Notes. For purposes hereof, "Affiliate" shall mean any officer of Grantor, director of Grantor or owner of twenty percent (20%) or more of the common stock or other securities of Grantor.
FURTHER ASSURANCES AND OTHER COVENANTS. (i) The Company shall:
(A) execute and/or do, at their own expense, all such deeds, assurances, documents, instruments, acts, matters and things, in such form and otherwise as the Debenture Trustee may reasonably or by law require or consider necessary in relation to enforcing or exercising any of the rights and authorities of the Debenture Trustee;
(B) obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations necessary to enable it lawfully to enter into and perform its obligations under this Deed or to ensure the legality, validity, enforceability or admissibility in evidence in India of this Deed; and
(C) comply with all Applicable Laws in respect of the Debentures and obtain such regulatory approvals as may be required from time to time, including but not limited, in relation to the following (i) the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as may be in force from time to time during the currency of the Debentures; and (ii) the provisions of the listing agreement entered into by the Company with the stock exchange in relation to the Debentures.
(ii) The Company and the Debenture Trustee (acting under Relevant Instructions) may appoint a suitable agency/ entity, as mutually agreed between a Parties, as calculation agent for the purposes of determining any calculations envisaged under this Deed, and all such calculations made by the calculation agent and shared with the Company shall be, in the absence of manifest error, conclusive evidence of the matters to which it relates. The costs and expenses in relation to the appointment of the calculation agent shall be borne by the Company.
FURTHER ASSURANCES AND OTHER COVENANTS. Lessee agrees as follows:
(a) Lessee will furnish or cause to be furnished Lessor with (1) the balance sheet, statement of income and statement of retained earnings of Smithway Motor Xpress Corp. ("SMXC"), prepared in accordance with GAAP, certified by a recognized firm of certified public accountants, within one hundred twenty (120) days of the close of each fiscal year of SMXC, (2) SMXC's quarterly financial report certified by the chief financial officer of SMXC, within sixty (60) days of the close of each fiscal quarter of SMXC, and (3) all of Lessee's Forms 10-K and 10-Q, if any, filed with the Securities and Exchange Commission ("SEC") as and when filed (by furnishing these SEC forms, or making them publicly available in electronic form, Lessee shall be deemed to have satisfied the requirements of clauses (1), (2) and (3)).
(b) Lessee shall obtain
(c) Lessee shall provide written notice to Lessor: (1) thirty (30) days prior to any change in Lessee's name or jurisdiction or form of organization; (2) promptly upon the occurrence of any Event of Default (as defined in Section 15) or event which, with the lapse of time or the giving of notice, or both, would become an Event of Default (a "DEFAULT"); and
FURTHER ASSURANCES AND OTHER COVENANTS. (a) Grantor agrees that from time to time, at its own expense, it shall promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that Secured Party may deem desirable and may reasonably request, in order to create, maintain, perfect and protect any Pledge, assignment, lien or security interest granted or purported to be granted hereby (including, without limitation, the first priority nature thereof) or to enable Secured Party to exercise and enforce its rights and remedies hereunder wit respect to all or any part of the Collateral.
(b) Grantor hereby agrees to cause a UCC-1 Financing Statement to be filed on behalf of Secured Party as soon as practicable upon delivery of this Agreement. Grantor hereby authorizes Secured Party to file one or more financing or continuation statements relating to all or any part of the Collateral, and amendments thereto, as may be appropriate thereafter to reasonably protect its interests hereunder, and to do so without the signature of Grantor where permitted by applicable law. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by applicable law.
(c) Grantor shall furnish to Secured Party from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Secured Party may reasonably request.
(d) Grantor agrees that, so long as the Secured Obligations remain unsatisfied (i) should it obtain an ownership interest in any asset which is not now a part of the Collateral, (x) the provisions of Section 1 hereof shall automatically apply thereto and (y) any such asset shall automatically become part of the Collateral, and (ii) with respect to any ownership interest in any intellectual property (including wiithout limitation any patent, patent application, trademark, or service xxxx registration, trademark or service xxxx application, copyright registration, copyright application or license) that Grantor should obtain, it shall give prompt written notice thereof to Secured Party in accordance with Section 15 hereof. Grantor hereby agrees that any such assets or intellectual property shall be deemed to be included in the definition of Assets contained in Section 1 of this Agreement..
(e) With respect to each trademark or service xxxx application, copyrigh...
FURTHER ASSURANCES AND OTHER COVENANTS. Lessee agrees as follows: (a) Lessee will furnish Lessor with (1) for each fiscal year for which Xxxxxx’s board of directors requires Lessee to prepare audited financial statements, a copy of Lessee’s annual, audited financial statements consisting of a consolidated and consolidating balance sheet, income statement and cash flow statement prepared in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding fiscal year and presenting fairly in all material respects Lessee’s financial condition as at the end of that fiscal year and the results of its operations for the twelve (12) month period then ended and certified by Xxxxxx’s chief executive officer, chief operating officer, chief financial officer or other financial officer that such financial statements fairly present in all material respects Lessee's financial condition, together with an unqualified opinion (provided that such opinion may contain a “going concern” qualification typical for venture backed companies similar to Lessee) on the financial statements from an independent certified public accounting firm acceptable to Lessor in its reasonable discretion, within two hundred seventy(270) days of the close of each fiscal year of Lessee; provided that if the Board does not require audited financial statements, then, as soon as available, and in any event within ninety (90) days after the end of Xxxxxx's fiscal year, company-prepared consolidated financial statements for such fiscal year certified by the Lessee’s chief executive officer, chief operating officer, chief financial officer or other financial officer that such financial statements fairly present in all material respects Xxxxxx's financial condition and in a form reasonably acceptable to Lessor, (2) a copy of Lessee’s unaudited financial statements pertaining to the results of operations for the month then ended and certified by Xxxxxx’s chief executive officer, chief operating officer, chief financial officer or other financial officer, consisting of a consolidated and consolidating balance sheet, income statement and cash flow statement, prepared in accordance with generally accepted accounting principles applied on a consistent basis, along with the most recent “Transaction Report” provided by Silicon Valley Bank (or if such report is no longer provided by Silicon Valley Bank at the time, copies of bank statements), within thirty (30) days of the close of each fiscal month of Le...
FURTHER ASSURANCES AND OTHER COVENANTS. The parties each -------------------------------------- agree that they will execute and deliver such additional documents and instruments reasonably acceptable to the parties as may be reasonably necessary to effect the transactions contemplated in this Agreement, including without limitation, those matters set forth in this Section 1.10. Each of the Millers shall cooperate with the Company at the Company's reasonable request and use commercially reasonable efforts to assist the Company at the Company's sole expense and without liability to the Millers in understanding and disclosing information known to the Millers regarding the Company which is reasonably necessary to effect the Financings, Initial Public Offering or other transactions requiring such understanding or disclosure. Each of the Millers further agrees that they will execute such documents and instruments and assist the Company at its sole expense in transferring any Company assets, including without limitation Company vehicles, without any additional consideration to the Millers, as may be requested by the Company and reasonably necessary to effect such transfers. The Company agrees to provide information and documentation reasonably requested by the Millers and at their expense related to their service and employment with the Company.
