General Covenants and Representations. Mortgagor covenants, represents and warrants that as of the date hereof and at all times thereafter during the term hereof: (a) Mortgagor is a corporation, duly organized, validly existing and in good standing under the laws of the State of Indiana [and is in good standing under the laws of the State of Illinois;] (b) Mortgagor is seized of an indefeasible estate in fee simple in that portion of the Mortgaged Property which is real property, and has good and absolute title to it and the balance of the Mortgaged Property free and clear of all liens, security interests, charges and encumbrances whatsoever except those expressly permitted in writing by Lender, if any (such liens, security interests, charges and encumbrances expressly permitted in writing being hereinafter referred to as the “Permitted Encumbrances”); (c) Mortgagor has good right, full power and lawful authority to mortgage and pledge the Mortgaged Property as provided herein; (d) upon the occurrence of an Event of Default, Lender may at all times peaceably and quietly enter upon, hold, occupy and enjoy the Mortgaged Property in accordance with the terms hereof; and (e) Mortgagor will maintain and preserve the lien of this Mortgage as a first and paramount lien on the Mortgaged Property subject only to the Permitted Encumbrances until Mortgagor’s Liabilities have been paid in full.
General Covenants and Representations. Grantor covenants, represents and warrants that as of the date hereof and at all times thereafter during the term hereof: (
a) Grantor is seized of an indefeasible estate in fee simple in that portion of the Property which is real property, and has good and absolute title to it and the balance of the Property free and clear of all liens, security interests, charges and encumbrances whatsoever, except for (i) the First Deed of Trust (as hereinafter defined), (ii) Collateral Permitted Liens (as such term is defined in the Notes Indenture until the full repayment of the Notes and the release of the Notes Beneficiary's interest in this Deed of Trust, and thereafter, as defined in the Bond Loan Agreement), and (iii) Permitted Encumbrances (as hereinafter defined) (such liens, security interests, charges and encumbrances described in subsections (i) through (iii) above being hereinafter referred collectively to as the "AUTHORIZED LIENS"); this Deed of Trust creates valid, enforceable second priority liens against the Property constituting real property subject only to (y) those liens, security interests, charges and encumbrances set forth on Schedule B of the loan policy of title insurance delivered to the Beneficiaries insuring the lien of this Deed of Trust, and (z) those liens, security interests, charges and encumbrances expressly permitted or consented to by the Beneficiaries, including, without limitation, the liens referred to in Section 4.12 hereof (such liens, security interests, charges and encumbrances described in subsections (y) and (z) above being hereinafter referred collectively to as the "PERMITTED ENCUMBRANCES"), which Permitted Encumbrances shall include the licenses, covenants, restrictions, easements and rights of way granted from time to time by Grantor for utilities, pipelines, egress and ingress servicing or benefiting the Property and/or other property owned, leased or occupied by Grantor, any affiliate of Grantor, or any successor or assignee of Grantor or any affiliate of Grantor, under that certain Master Declaration of Easements, Covenants and Restrictions for Weirton, West Virginia Plant Site dated as of October 25, 2001 as recorded with the Clerk of the County Commission of Xxxxxxx County, West Virginia (the "CLERK'S OFFICE") in Lease Book 36, at Page 633, as amended under that certain First Amendment to Master Declaration of Easements, Covenants and Restrictions for Weirton, West Virginia Plant Site dated as of October 26, 2001 an...
General Covenants and Representations. Section 5.01 Payment of Principal and Interest 39 Section 5.02 Performance of Covenants 39 Section 5.03 Instruments of Further Assurance 39 Section 5.04 Inspection of Books and Records 40 Section 5.05 No Modification of Security; Additional Indebtedness 40 Section 5.06 Damage, Destruction or Condemnation 41 Section 5.07 Tax Covenants 41 Section 5.08 Representations and Warranties of the Governmental Lender 44 Section 5.09 Performance by the Borrower 44 Section 5.10 Immunities and Limitations of Responsibility of Governmental Lender 44
General Covenants and Representations. 5.01 Payment of Principal and Interest 5.02 Performance of Covenants 5.03 Instruments of Further Assurance 5.04 Inspection of Project Books
General Covenants and Representations. Mortgagor covenants, represents and warrants that as of the date hereof and at all times thereafter during the term hereof: (a) Mortgagor is seized of an indefeasible estate in fee simple in that portion of the Mortgaged Property which is real property, and has good and absolute title to it and the balance of the Mortgaged Property free and clear of all liens, security interests, charges and encumbrances whatsoever, except for Permitted Liens (as defined in the Credit Agreement); and (b) Mortgagor will maintain and preserve the lien of this Mortgage as a first and paramount lien on the Mortgaged Property, subject only to the Permitted Liens, until all of the Secured Liabilities have been paid in full and all obligations of Agent and Lenders under the Credit Agreement have been terminated.
General Covenants and Representations. WorldHeart represents, warrants, covenants and agrees with the Warrant Agent that so long as any Warrant remains outstanding and may be exercised:
(a) WorldHeart is duly authorized to create and issue the Warrants and that the Warrant Certificates, when issued and countersigned as herein provided, will be valid and enforceable against WorldHeart;
(b) WorldHeart will at all times maintain its corporate existence, carry on and conduct its business in a proper and business-like manner, keep or cause to be kept proper books of account in accordance with generally accepted accounting principles and WorldHeart will send to Warrantholders copies of all financial statements furnished to its shareholders during the term of this Indenture;
(c) WorldHeart will reserve for the purpose and keep available sufficient unissued Common Shares to enable it to satisfy its obligations to issue Common Shares on the exercise of the Warrants;
(d) until the Expiry Time of the Warrants, WorldHeart will not amend this Indenture without the approval of the holders of Warrants as set forth in Article 8 hereof, unless such amendment would otherwise be permitted under Article 9 hereof;
(e) WorldHeart will cause the Common Shares from time to time to be duly issued pursuant to the exercise of the Warrants, and the certificates representing such Common Shares, to be duly issued and delivered in accordance with the Warrants and the terms hereof;
(f) all Common Shares that are issued on due exercise of the Warrants shall be, at the time of delivery of the certificates therefore, duly authorized, and validly issued as fully paid and non-assessable;
(g) WorldHeart will cause the Warrant Agent to keep open on business days the registers of holders and registers of transfers referred to in Section 3.1 and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from exercising any of the Warrants or receiving any of the Common Shares upon such exercise;
(h) WorldHeart will make all requisite filings, including filings with appropriate Canadian securities regulatory authorities, in connection with the exercise of the Warrants and issue of the Common Shares; and
(i) generally, WorldHeart will well and truly perform and carry out all acts and things to be done by it as provided in this Indenture and will not take any action which might reasonably be expected to deprive the Warrantholders of their rights to acquire Common Shares upon the exerc...
General Covenants and Representations. Bioshield
1. Bioshield agrees to compensate Employee for a base salary of $55,000.00 per annum with an automatic increase in base salary to $75,000.00 per annum effective September 1, 1998. Thereafter, the base salary shall be reviewed annually during the term of this Agreement. The Employee shall also be entitled to such bonus and incentive based compensation as shall be determined from time to time by the compensation committee of the Board of Directors. Employee will receive his compensation in accordance with the Company's regular practices.
2. BioShield shall provide to Employee any medical or dental insurance otherwise available to the employees of BioShield in general, on the same terms and conditions as such insurance is provided, if at all, to other employees of BioShield. Employee acknowledges that all benefits are subject to change.
3. Employee shall be entitled to vacations and holidays as generally available to the employees of BioShield.
4. Employee shall receive option to acquire 5,000 shares of the Company's common stock for each quarter that Employee remains in the employ of the Company during the initial year of this Agreement, at an exercise price of $1.00 per share. Such options shall be granted under and in accordance with the Company's existing employee stock option plan. After the first year, the Company shall annually review performance and make such further awards as the Company's compensation committee deems appropriate.
General Covenants and Representations. BIOSHIELD
1. The attached letter of offer and these terms and conditions become an agreement only when accepted and signed by both parties.
2. BioShield agrees to compensate Employee for a base salary of $65,000.00 per annum. The incentive based portion of compensation shall be computed and payable pursuant to the provisions of Addendum 1, or as subsequently revised. Employee will receive his/her compensation in accordance with the Company's regular practices.
3. BioShield shall provide to Employee any medical or dental insurance otherwise available to the employees of BioShield in general, on the same terms and conditions as such insurance is provided, if at all, to other employees of BioShield. Employee acknowledges that all benefits are subject to change. (Current insurance provided by BioShield after 90 days service is 50% of the employee cost.)
4. Employee shall be entitled to vacations and holidays as generally available to the employees of BioShield.
General Covenants and Representations. Mortgagor shall and hereby agrees to:
(a) keep the Premises free from mechanics’, materialmen’s or like liens or claims or other liens or claims of lien other than the Permitted Exceptions (as defined in Section 3.02(h) hereinbelow) and Contested Liens (as defined in Section 3.03 below);
(b) comply with all statutes, rules, regulations, orders, decrees, and other requirements of any governmental body, whether federal, state, or local, having jurisdiction over the Premises and the use thereof and observe and comply with any conditions and requirements necessary to preserve and extend any and all rights, licenses, permits (including without limitation zoning variances, special exceptions, and nonconforming uses), privileges, franchises, and concessions that are applicable to the Premises or its use and occupancy;
(c) make no material alterations in or to the Premises except as otherwise permitted herein;
(d) not initiate nor acquiesce in any zoning reclassification with respect to the Real Estate other than as required or permitted under that certain Annexation Agreement among American National Bank and Trust Company Land Trust No.110482-04, American National Bank and Trust Company Land Trust No.109743-01, Mortgagor, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxxx and the Village of Huntley, Illinois, as amended from time to time (the “Annexation Agreement”) or the Applicable Laws (as hereinbelow defined) without Mortgagee’s prior written consent, provided, however, that Mortgagor may without Mortgagee’s prior written consent initiate or acquiesce to the following zoning reclassifications with respect to the Real Estate: a reclassification of that portion of the Real Estate lying to the east of Highway 47 from office use to retail use; and a reclassification of that portion of the Real Estate lying to the west of Highway 47 from: (x) office to the uses permitted for an Alternate Use Parcel (as such term is defined in Exhibit C to the Annexation Agreement) (but excluding any residential use allowed under the Alternate Use Designation, as such term is defined in Exhibit C to the Annexation Agreement), to the extent the subject Real Estate is classified as of the date of this Mortgage as office use); and (y) from business park to office, to the extent the subject Real Estate is classified as of the date of this Mortgage as business park. Mortgagor shall provide to Mortgagee notice and copies of all notices, pleadings and other documentation filed by Mortgagor with the appro...
General Covenants and Representations. Grantor covenants, represents and warrants that as of the date hereof and at all times thereafter during the term hereof: (a) Grantor is seized of an indefeasible estate in fee simple in that portion of the Property which is real property, and has good and absolute title to it and the balance of the Property free and clear of all liens, security interests, charges and encumbrances whatsoever, except Permitted Encumbrances under the Credit Agreement and those otherwise permitted in writing by Agent (such liens, security interests, charges and encumbrances being hereinafter referred to as the “Permitted Encumbrances”); and (
