General Affirmative Covenants. Sellers shall, and Stockholder shall cause Sellers to:
(a) operate the Business only in the Ordinary Course of Business;
(b) maintain their respective Assets in good working order and condition, ordinary wear and tear excepted;
(c) perform in all material respects all their respective obligations under agreements relating to or affecting the Assets or the Business;
(d) keep in full force and effect adequate insurance coverage on their respective Assets and business operations;
(e) use Commercially Reasonable Efforts to (i) maintain and preserve the Business, and (ii) retain their respective present employees, customers, suppliers and others having business relations with them;
(f) duly and timely file all reports or returns required to be filed with any Governmental Authority, and promptly pay all Taxes levied or assessed upon them or their respective properties or upon any part thereof, other than those being contested in good faith and as to which adequate reserves have been provided in the Sellers' books;
(g) duly observe and conform in all material respects to all Governmental Requirements relating to the Assets or the Business;
(h) on or prior to the Closing Date, remove and have released, by payment or otherwise, all liens and encumbrances of any nature whatsoever on the Assets (other than liens and encumbrances, if any, expressly assumed by Purchaser hereunder);
(i) duly and timely take all actions necessary to carry out the transactions contemplated hereby;
(j) deliver to Purchaser as soon as practicable but not later than 45 days after the end of such month unaudited monthly balance sheets, statements of income and statements of cash flows of the Sellers for the month of October 1996 and subsequent months;
(k) use Commercially Reasonable Efforts to preserve and maintain the goodwill of the Business;
(l) use Commercially Reasonable Efforts to cooperate in effecting the assignment to Purchaser of any contract listed on PART 4.7 OF THE DISCLOSURE LETTER to this Agreement; and
(m) pay all premiums and fees with respect to coverage and services provided under the instruments listed on PART 4.6C OF THE DISCLOSURE LETTER to this Agreement through the Closing Date.
General Affirmative Covenants. Borrower shall, at all times during the term of the Revolving Credit and at all times that any advances hereunder are outstanding, do the following:
General Affirmative Covenants. Debtor hereby covenants and agrees that during the term hereof and until all Obligations are fully paid and performed:
General Affirmative Covenants. Borrower covenants to Lender that from and after the date hereof, and until such time as the Obligations have been paid in full and Lender shall have terminated this Agreement in writing, Borrower will comply with the covenants set forth below.
General Affirmative Covenants. The Credit Parties hereby covenant and agree that on the Closing Date, and thereafter for so long as this Agreement is in effect and until the Commitments have terminated, no Note remains outstanding and unpaid and the Obligations and all other amounts owing to the Agent or any Lender hereunder are paid in full, that:
General Affirmative Covenants. The Board covenants and agrees:
General Affirmative Covenants. Assignor covenants to Tintagel that, from and after the date hereof, and so long as any amount remains unpaid on account of the Note:
(a) Assignor will not sell, assign, transfer or otherwise dispose of any of the Pledged Stock, or any interest therein. Assignor will do such acts as Tintagel may request to establish and maintain with Tintagel a valid and perfected security interest in the Pledged Stock free of any other liens and security interests.
(b) Assignor will sign such financing statement or statements in form satisfactory to Tintagel, which Tintagel may at any time desire to file in order to perfect its security interest in the Pledged Stock and reimburse Tintagel for the cost of filing the same; and they will execute and/or deliver to Tintagel any instrument, invoice, document, assignment or other writing which may be necessary or convenient to Tintagel to carry out the terms of this Agreement, and to perfect his security interest in and facilitate the collection of the Pledged Stock, and the proceeds thereof.
(c) Tintagel, or any person or persons designated by it, shall have the right to call at the place or places of business of Assignor or USXX at any reasonable time, and without hindrance or delay, to inspect, audit, check and make extracts from Assignor's or Tintagel's books, records, journals, orders, receipts and any correspondence and other data relating to Assignor's or Tintagel's business or to any other transactions between or among the parties hereto.
(d) Assignor shall promptly notify Tintagel in writing (i) upon the occurrence of any default as set forth in the Note, or any event or condition which the passage of time or giving of notice, or both, would constitute a default; (ii) of each change in the name of or trade name used by USXX and, the location of the chief executive office or the principal place of the business or place where the business records of USXX are kept; (iii) of all threatened or actual actions or suits, investigations or proceedings before any court, arbitrator or governmental entity against Assignor or USXX including but not limited to environmental or labor disputes which may have an adverse material effect on the Company; (iv) of any material adverse change in the condition (financial or otherwise) of Assignor or USXX; and (v) of any seizure or levy upon any part of the Pledged Stock or any other Common Stock of USXX.
(e) Assignor shall not, without the express prior written consent of Tintagel:
(i) cause U...
General Affirmative Covenants. The Company will maintain its corporate existence in good standing, will comply in all material respects with all applicable laws, rules, regulations and orders of any governmental authority noncompliance with which would have a material adverse effect on its financial condition or operations or on its ability to meet its obligations hereunder, and will continue to engage in business of the same general type as that engaged in by the Company on the date hereof. The Company will pay and discharge, at or before maturity, all its obligations and liabilities, including, without limitation, tax liabilities, where failure to satisfy such obligations or liabilities in the aggregate would have a material adverse effect on its financial condition, operations or ability to meet its obligations hereunder. The Company’s obligations hereunder and under the Note will rank pari passu with all other unsecured and unsubordinated obligations of the Company.
General Affirmative Covenants. The Borrower agrees with the Facility Agent, the Security Agent and the Creditors that as long as any debt under this Agreement and/or Transaction Documents is outstanding, the Borrower covenants that it shall:
11.1.1 promptly on reasonable request from the Creditors, provides the Creditors through the Facility Agent the statement and other information relating to its operation, asset, condition (financial or otherwise), Project, business plan or status of the Borrower as the Creditors may require from time to time with appropriate reason, including the report on the change of structure or shareholder of the Borrower or change in control of the Guarantor and the details relating to Director and authorization of the Director of the Borrower. In case there is any change of the structure or shareholder of the Borrower or change in control of the Guarantor or the details relating to Directors and/or authorization of the Director of the Borrower, the Borrower must receive the written consent from the Creditors in advance. For the purpose of this Clause 11.1.1, the term “control” means the power, whether directly or indirectly, to order or designate the management or policies of a company whether by being the holder of voting shares, by contract or otherwise.
11.1.2 the Borrower shall promptly notify the Facility Agent about the following matters (together with all the relevant details)
(a) the occurrence of any Event of Default;
(b) the occurrence of any current litigation, arbitration or administrative proceeding or which is pending or where any person expressly shows its intention to xxx the Borrower or the Guarantor or to enforce the assets or rights of the Borrower or the Guarantor under any law in the aggregate amount at any time exceeding Baht 10,000,000 (Ten Million Baht);
(c) the commencement by the Borrower or the Guarantor of any negotiation with any other creditors of the Borrower or the Guarantor apart from the Creditors for the restructure of any debt of the Borrower or the Guarantor;
(d) the dispute between the Borrower or the Guarantor and any governmental authorities with respect to the payment of taxes or any matter where in any such case the dispute if resolved adversely to the Borrower or the Guarantor would be materially and adversely affect the operation, business, asset, debt or condition (financial or otherwise) of the Borrower or the Guarantor or the ability of the Borrower or the Guarantor to perform its obligation of the Borrower or th...
General Affirmative Covenants. Each of the Borrower and the Subsidiaries shall comply with each of the following covenants from the Closing Date and thereafter so long as any Loan or any other amounts due under the Loan Documents remain unpaid or the Lenders have a commitment to lend hereunder.
