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General Covenants and Agreements Sample Clauses

General Covenants and Agreements. The Debtor covenants and agrees with the Secured Party as follows: (a) The Tangible Collateral (other than Inventory in transit or in the process of being sold and other than other items of Collateral which are sold as permitted pursuant to this Security Agreement and Tangible Collateral maintained or used off premises in the ordinary course of business) and the Debtor's records concerning Accounts, shall be kept at Debtor's principal place of business as set forth on the first page of this Security Agreement which shall not be changed without prior notice to Secured Party. (b) Except for purchase money security interests, the Debtor will not, without the prior consent of the Secured Party, pledge or grant any security interest in any of the Collateral to any Person other than the Secured Party, permit any Lien to attach to any of the Collateral or any levy to be made thereon or any financing statement (other than those of the Secured Party) to be on file with respect thereto, or except in the ordinary course of business, sell, assign or convey any of the Collateral. (c) At the request of the Secured Party, the Debtor will join with the Secured Party in executing one or more financing statements pursuant to the UCC in form satisfactory to the Secured Party covering the Collateral wherever filing is deemed necessary or prudent by the Secured Party. In the event that the Debtor fails or refuses to execute any such financing statement within ten (10) days of written request by Debtor, the Secured Party may file an executed copy or photocopy of an executed copy of this Security Agreement as a financing statement in any such offices to the extent permitted by applicable law. (d) The Debtor shall inform the Secured Party in writing of any material adverse change in any of the representations and warranties of the Debtor under this Security Agreement, promptly after the Debtor shall learn of such change. (e) The Debtor will keep and maintain at its own cost and expense customary business records of the Collateral, including without limitation, a record of all payments received and all credits granted with respect to the Collateral and all other dealings with the Collateral. For the further security of the Secured Party, the Debtor agrees that the Secured Party shall have a special property interest in all of the Debtor books and records pertaining to the Collateral. After the occurrence and during the continuance of an Event of Default the Debtor shall deliver an...
General Covenants and AgreementsThe Debtor hereby covenants and agrees that: (i) Except as provided in the next sentence, in the event the Debtor receives any dividends, interest or distributions on any investment property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any investment property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) the Debtor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Secured Party over such investment property (including delivery thereof to the Secured Party), and pending any such action, the Debtor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Secured Party and it shall be segregated from all other property of the Debtor. Notwithstanding the foregoing, so long as no Default shall have occurred and be continuing, the Secured Party authorizes the Debtor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest. (ii) In the event the Debtor acquires rights in any investment property after the date hereof, it shall deliver same to the Secured Party, together with a supplement or amendment hereto reasonably satisfactory to the Secured Party reflecting such new investment property and all other investment property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Secured Party shall attach to all investment property immediately upon the Debtor’s acquisition of rights therein and shall not be affected by the failure of the Debtor to deliver a supplement as required hereby.
General Covenants and Agreements. (a) Executive covenants and agrees not to make any derogatory or disparaging statements about Associated, its officers, directors, agents, employees, representatives, related or affiliated corporations, their successors and assigns, their products or services, their customers at any time in the future without limitation of any kind, except as otherwise required by law. Associated, on behalf of itself and its officers, directors, agents, employees, representatives, related or affiliated corporations, their successors and assigns, covenants and agrees not to make any derogatory or disparaging statements about Executive at any time in the future without limitation of any kind, or otherwise interfere with his efforts to secure future employment, except as otherwise required by law. (b) Executive agrees to (i) voluntarily appear, if requested by Associated, without a subpoena to testify in any legal proceeding, meet with Associated counsel prior to such testimony as and when reasonably requested by Associated and advise such counsel truthfully of all facts known to him, and (ii) for a period of twelve months from the Termination Date, provide reasonable consultation, cooperation and assistance as and when reasonably requested by Associated with respect to matters in which Executive was involved or had knowledge of during his employment by Employer, provided, that, Associated shall reimburse Executive for all reasonable out-of-pocket expenses incurred by Executive in order to comply with this Section 7(b). (c) Executive covenants and agrees that he will execute such additional documents and take such additional actions as may be reasonably requested by Associated in furtherance or connection with this Agreement.
General Covenants and AgreementsSection 4.1. This Guaranty is entered into by the Guarantors for the benefit of the Trustee and the owners from time to time of the Bonds and any successor trustee under the Indenture, all of whom shall be entitled to enforce performance and observance of this Guaranty to the same extent as if they were parties signatory hereto. Section 4.2. The Guarantors shall be discharged of their obligations hereunder only upon (1) the payment of the principal of, premium, if any, and interest on the Bonds to the Trustee, or provision for payment thereof having been made with the Trustee as provided in the Indenture, and (2) upon satisfaction of all obligations of the lessee under the Lease. Section 4.3. The joint and several obligations of the Guarantors hereunder shall arise absolutely and unconditionally when the Bonds shall have been issued, sold and delivered by Issuer and the proceeds thereof paid to the Trustee.
General Covenants and Agreements. The Borrower, Kxxxx Xxxxxxxxx and Dxxxx Xxxxxxx each respectively covenant and agree with the Lender as follows: (a) The Collateral shall be kept at the principal place of business of Borrower or in the custody of the Lender, and said location shall not be changed without the prior written notice consent of the Lender. (b) The Borrower shall immediately advise the Lender in writing of any change in the location of its principal place of business the location of its chief executive office, or the places where the Collateral is kept. (c) Neither the Borrower, Kxxxx Xxxxxxxxx or Dxxxx Xxxxxxx will, without the prior consent of the Lender, grant any security interest in any of the Collateral to any Person other than the Lender, or permit any Lien to attach to any of the Collateral or any levy to be made thereon or any financing statement (other than those of the Lender) to be filed with respect thereto.
General Covenants and Agreements. 6.1 Upon the execution of this Agreement, and, again, upon the occurrence of a Specified Event, the Pledgor shall deliver to the Creditor all share certificates representing the Pledged Shares and such share certificates shall be duly endorsed by the Pledgor in blank for transfer and shall be accompanied by a stock transfer executed by the Pledgor in favour of the Creditor. 6.2 Upon the execution of this Agreement and, again, upon the occurrence of a Specified Event, the Pledgor shall cause the issuer of the Pledged Shares to execute and deliver to the Creditor an acknowledgement, in a form satisfactory to the Creditor and properly authorized by the directors of such issuer, whereby such issuer acknowledges that the Pledged Shares have been pledged, assigned, transferred, mortgaged and charged in favour of the Creditor pursuant to this Agreement. 6.3 Upon the execution of this Agreement and, again, upon the occurrence of a Specified Event, the Pledgor shall deliver to the Creditor evidence, in a form satisfactory to the Creditor, that the Pledgor has obtained all consents and approvals which must be obtained from any regulatory authorities having jurisdiction over the Pledged Shares or the Corporation in order to allow the Pledgor to pledge, assign, transfer, mortgage or charge the Pledged Shares in favour of the Creditor pursuant to this Agreement. 6.4 The Pledgor covenants and agrees with the Creditor that, so long as the Indebtedness is outstanding or until the Pledgor has been released from its liabilities and obligations under the Guarantee, the Pledgor shall: a) pay to the Creditor immediately upon demand any and all charges, expenses and costs, including legal costs between a solicitor and its own client, incurred by the Creditor in enforcing this Agreement, in connection with the collection of moneys under this Agreement and in connection with any other matter or thing related to this Agreement; b) execute all documents and do all things which, in the opinion of the Creditor or its legal counsel, are necessary in order to make this Agreement valid and enforceable in accordance with its terms; c) observe all covenants, agreements, terms and conditions of the Guarantee and this Agreement and any other document to which the Pledgor is a party and which is contemplated under this Agreement; d) indemnify the Creditor against and hold the Creditor harmless from all taxes and charges (including license and registration fees and all taxes, levies, imposts,...
General Covenants and Agreements 

Related to General Covenants and Agreements

  • Special Covenants and Agreements SECTION 5.1. COMPANY TO MAINTAIN ITS CORPORATE EXISTENCE; CONDITIONS UNDER WHICH EXCEPTIONS PERMITTED. The Company agrees that during the term of this Agreement, it will maintain its corporate existence and its good standing in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation unless the acquirer of its assets or the corporation with which it shall consolidate or into which it shall merge shall (i) be a corporation organized under the laws of one of the states of the United States of America, (ii) be qualified to do business in the State, and (iii) assume in writing all of the obligations of the Company under this Agreement and the Tax Agreement. Any transfer of all or substantially all of the Company's generation assets shall not be deemed to constitute a "disposition of all or substantially all of the Company's assets" within the meaning of the preceding paragraph. Any such transfer of the Company's generation assets shall not relieve the Company of any of its obligations under this Agreement. The Company hereby agrees that so long as any of the Bonds are insured by a Bond Insurance Policy issued by the Bond Insurer and the Bond Insurer shall not have failed to comply with its payment obligations under such Policy, in the event of a Reorganization, unless otherwise consented to by the Bond Insurer, the obligations of the Company under, and in respect of, the Bonds, the G&R Notes, the G&R Indenture and the Agreement shall be assumed by, and shall become direct and primary obligations of, a Regulated Utility Company such that at all times the obligor under this Agreement and the obligor on the G&R Notes is a Regulated Utility Company. The Company shall deliver to the Bond Insurer a certificate of the president, any vice president or the treasurer and an opinion of counsel reasonably acceptable to the Bond Insurer stating in each case that such Reorganization complies with the provisions of this paragraph. The Company need not comply with any of the provisions of this Section 5.1 if, at the time of such merger or consolidation, the Bonds will be defeased as provided in Article VIII of the Indenture. The Company need not comply with the provisions of the second paragraph of this Section 5.1 if the Bonds are redeemed as provided in Section 3.01(B)(3) of the Indenture or if the Bond Insurance Policy is terminated as described in Section 3.06 of the Indenture in connection with a purchase of the Bonds by the Company in lieu of their redemption.

  • Additional Covenants and Agreements (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company.

  • Performance of Covenants and Agreements The Buyer and Buyer Sub each shall have performed and complied in all material respects with all covenants and agreements contained in this Agreement required to be performed or complied with by it on or prior to the Closing.

  • GENERAL COVENANTS, CONDITIONS AND AGREEMENTS The Company hereby further covenants and agrees with each Purchaser as follows:

  • Certain Covenants and Agreements 5.1 Conduct of Business by Target. From the date hereof to the Effective Date, Target will, except as required in connection with the Transaction and the other transactions contemplated by this Agreement and except as otherwise disclosed on the schedules hereto or consented to in writing by the Acquiring Company: (a) carry on its business in the ordinary and regular course in substantially the same manner as heretofore conducted and not engage in any new line of business, or enter into any material agreement, transaction or activity or make any material commitment except those in the ordinary and regular course of business and not otherwise prohibited under this Section 5.1 with the exceptions of the planned product launch and the continuing bridge financing which will result in the issuance of additional Target Notes and underlying Target Note Warrants; (b) neither change nor amend its Articles of Incorporation or Bylaws; (c) not issue or sell shares of capital stock of Target or issue, sell or grant options, warrants or rights to purchase or subscribe to, or enter into any arrangement or contract with respect to the issuance or sale of any of the capital stock of Target or rights or obligations convertible into or exchangeable for any shares of the capital stock of Target or make any changes (by split-up, combination, reorganization or otherwise) in the capital structure of Target; (d) not declare, pay or set aside for payment any dividend or other distribution in respect of the capital stock or other equity securities of Target and not redeem, purchase or otherwise acquire any shares of the capital stock or other securities of Target or rights or obligations convertible into or exchangeable for any shares of the capital stock or other securities of Target or obligations convertible into such, or any options, warrants or other rights to purchase or subscribe to any of the foregoing; (e) not acquire or enter into any agreement to acquire, by merger, consolidation or purchase of stock or assets, any business or entity; (f) use its best efforts to preserve intact the corporate existence, goodwill, and business organization of Target, to keep the officers and employees of Target available to Target and to preserve the relationships of Target with suppliers, customers and others having business relations with Target, and preserve, maintain and enforce all of Target's material licenses, permits, and similar rights, except for such instances which would not have a Target Material Adverse Effect; (g) Not (i) enter into, modify or extend in any manner the terms of any employment, severance or similar agreements with officers and directors, (ii) grant any increase in the compensation of officers or directors, whether now or hereafter payable or (iii) grant any increase in the compensation of any other employees (it being understood by the parties hereto that for the purposes of (ii) and (iii) above increases in compensation shall include any increase pursuant to any option, bonus, stock purchase, pension, profit-sharing, deferred compensation, retirement or other plan, arrangement, contract or commitment); (h) except in instances which would not have a Target Material Adverse Effect, perform all of its obligations under all Material Contracts (except those being contested in good faith) and not enter into, assume or amend any contract or commitment that would be a Material Contract other than contracts to provide services entered into in the ordinary course of business; (i) except in instances which would not have a Target Material Adverse Effect, prepare and file all federal, state, local and foreign returns for taxes and other tax reports, filings and amendments thereto required to be filed by it, and allow the Acquiring Company to review all such returns, reports, filings and amendments at Target's offices prior to the filing thereof, which review shall not interfere with the timely filing of such returns; and (j) Not borrow any funds under existing lines of credit or otherwise except as the Target deems reasonably necessary for the ordinary operation of Target's business, including the issuance of additional Target Notes and Target Note Warrants pursuant to the continuing bridge financing. In connection with the continued operation of the business of Target between the date of this Agreement and the Effective Date, Target shall confer in good faith and on a regular and frequent basis with one or more representatives of the Acquiring Company designated in writing to report operational matters of materiality and the general status of ongoing operations. In addition, during regular business hours, Target will allow employees and agents of the Acquiring Company to be present at Target's business locations to observe the business and operations of Target. Target acknowledges that the Acquiring Company does not and will not waive any rights it may have under this Agreement as a result of such consultations nor shall the Acquiring Company (or either of them) be responsible for any decisions made by Target's officers and directors with respect to matters which are the subject of such consultation.

  • Covenants and Agreements Each Grantor hereby covenants and agrees as follows: (i) Each Grantor shall (A) cause all cash and all Proceeds received by such Grantor to be deposited in, or swept into, either the Mellon Account or, to the extent required by the Collateral Agent, acting at the direction of the Applicable Representative, the Concentration Account on a daily basis, except that cash to make Investments permitted by the Secured Debt Documents may be deposited in a Control Account; provided that after giving effect to such deposit and/or cash sweep, the amount of such cash and Proceeds on deposit in accounts other than the Mellon Account or the Concentration Account shall not exceed $1,000,000 (exclusive of the amounts in accounts for unpaid payroll, payroll taxes and withholding taxes), (B) to the extent required by the Collateral Agent, acting at the direction of the Applicable Representative, and to the extent that such cash and Proceeds are deposited in the Mellon Account and such cash and Proceeds exceed an amount not to exceed $2,000,000, such cash and Proceeds shall be deposited in, or swept into, the Concentration Account on a daily basis, (C) not establish or maintain, or permit any other Grantor to establish or maintain, any Securities Account or commodities account that is not a Control Account, and (D) not establish or maintain, or permit any other Grantor to establish or maintain, any account with any financial or other institution in which Proceeds are deposited other than the accounts listed on Schedule 3.5; provided that amounts in all such accounts are deposited in, or swept into, the Mellon Account as set forth in clause (A); provided, further, that the amount in the accounts so indicated on Schedule 3.5 which are for unpaid payroll, payroll taxes and withholding taxes are not required to be swept on a daily basis. So long as no Default has occurred and is continuing, a Grantor may transfer funds from the Blocked Account to any existing disbursement or Deposit Accounts of such Grantor. (ii) In the event (A) any Grantor or any Approved Securities Intermediary or Blocked Account Bank shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account or Blocked Account for any reason, (B) the Collateral Agent shall demand the termination of an agreement with respect to the maintenance of a Control Account or a Blocked Account as a result of the failure of an Approved Securities Intermediary or Blocked Account Bank to comply with the terms of the applicable Control Account Letter or Blocked Account Letter, or (C) the Applicable Representative determines in its sole discretion that the financial condition of an Approved Securities Intermediary or Blocked Account Bank, as the case may be, has materially deteriorated, such Grantor agrees to notify all of its obligors that were making payments to such terminated Control Account or Blocked Account, as the case may be, to make all future payments to another Control Account or Blocked Account, as the case may be.

  • Survival of Covenants and Agreements The covenants and agreements of the parties to be performed after the Effective Time contained in this Agreement shall survive the Effective Time.

  • Covenants and Agreements of the Parties The Parties covenant and agree as follows:

  • Covenants and Agreements of Seller Seller covenants and agrees with Buyer as follows:

  • General Covenants The Corporation covenants with the Warrant Agent that, so long as any Warrants remain outstanding: (a) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Warrants; (b) it will cause the Common Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrants and the terms hereof; (c) all Common Shares which shall be issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable; (d) it will use reasonable commercial efforts to maintain its existence and carry on its business in the ordinary course; (e) it will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) continue to be or are listed and posted for trading on the NEO or CSE (or such other stock exchange acceptable to the Corporation), provided that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and posted for trading on the NEO or CSE, so long as the holders of Common Shares receive securities of an entity that is listed on a stock exchange in Canada or the United States, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the NEO, CSE or other stock exchange on which the Common Shares are trading; (f) it will make all requisite filings under applicable Canadian securities legislation including those necessary to remain a reporting issuer not in default in each of the provinces and other Canadian jurisdictions where it is or becomes a reporting issuer for a period of 24 months after the Effective Date, provided that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and posted for trading on the NEO or CSE (or such other Canadian stock exchange acceptable to the Corporation), so long as the holders of Common Shares receive securities of an entity that is listed on a stock exchange in Canada or the United States, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the NEO, CSE or other Canadian stock exchange on which the Common Shares are trading; (g) the Corporation will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Warrant Indenture which remains unrectified for more than ten days following its occurrence; (h) the Corporation will generally perform and carry out all of the acts or things to be done by it as provided in this Warrant Indenture.