Guarantor Covenant Clause Samples

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Guarantor Covenant. Holdings shall not, directly or ------------------ indirectly, incur or remain or become directly or indirectly liable with respect to any Indebtedness except that Holdings (a) may guarantee (i) the Obligations, (ii) the Bridge Notes, Term Notes, Take-Out Securities and Exchange Notes and (iii) the indebtedness of the Borrower under the Senior Credit Facility and the other Credit documents, as defined in the Senior Credit Facility and (b) may incur Indebtedness in an aggregate principal amount not exceeding $5,000,000 outstanding at any time issued to repurchase its Capital Stock from former management employees in connection with their termination or departure (provided -------- that such Indebtedness is subordinated in right and time of payment to (i) through (iii) of (a) above on terms and conditions satisfactory to the Agent in its sole discretion (which terms and conditions may, at the sole discretion of the Agent, provided that such Indebtedness shall not mature or require any cash payment of principal or interest at any time prior to the first anniversary of the Tranche B Maturity Date as defined in the Senior Credit Facility)).
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Guarantor Covenant. Until all of the Obligations have been paid and satisfied in full and the Commitments terminated, unless consent has been obtained in the manner set forth in Section 15.11 hereof, during the Stage 2 Covenant Period the Company on a Consolidated basis will not, as of any fiscal quarter end during the applicable period set forth below, permit the Company Leverage Ratio to be greater than the corresponding ratio set forth below:
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Guarantor Covenant. Until all of the Obligations have been ------------------ paid and satisfied in full and the Commitments terminated, unless consent has been obtained in the manner set forth in Section 15.11 hereof, during the Stage 2 Covenant Period the Company on a Consolidated basis will not, as of any fiscal quarter end during the applicable period set forth below, permit the Company Leverage Ratio to be greater than the corresponding ratio set forth below: ------------------------------------------------------------------------------- Period Ratio ------------------------------------------------------------------------------- Stage 2 Effective Date through 06/29/2004 10.00 to 1.00 06/30/2004 through 06/29/2005 8.00 to 1.00 06/30/2005 through 06/29/2006 6.00 to 1.00 06/30/2006 and thereafter 4.00 to 1.00 -------------------------------------------------------------------------------
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Guarantor Covenant. Guarantor, by its execution of this Amendment, hereby covenants that: (i) if and to the extent it receives any payments or proceeds pursuant to the Agreement, it shall cause these proceeds and payments to be paid and applied as described in Section 4 above; and (ii) Guarantor's guarantee obligations under the Guarantee Agreement shall remain in full force and effect.
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Guarantor Covenant. Section 2.9 of the Loan Agreement is deleted in its entirety and replaced with the following:
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Guarantor Covenant. 69 ------------------
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Guarantor Covenant. Guarantor covenants and agrees that during the term of the Loan, Guarantor shall make all required equity contributions to Borrower in order to cause Borrower to make such payments as are required by the terms of Section 2.3.2 of the Loan Agreement. A violation of the foregoing covenant shall be an Event of Default under the Loan Documents.
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Guarantor Covenant. Upon payment in full of the Mezzanine Loan, Guarantor covenants and agrees that it shall, from time to time, contribute all Excess Cash Flow (as defined on Annex I annexed hereto and made a part hereof) to Borrower, up to the maximum amount that Borrower is required to pay Lender from time to time pursuant to Section 2.3.2 of the Loan Agreement), provided, the foregoing required Guarantor contribution amount shall be reduced by any amounts held by Borrower and that Borrower is permitted to use and uses to make payments on account of the Note as provided in the Loan Agreement. A violation of the foregoing covenant shall be an Event of Default under the Loan Documents.
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Guarantor Covenant the financial statements in respect of the Guarantor delivered to the Agent pursuant to paragraph 6 of Schedule 4 (Financial Information) show that the net assets of the Guarantor (under deduction of any Financial Indebtedness of the Guarantor (but excluding any Financial Indebtedness owed to another member of the Group), are less than the aggregate amount of the Principal plus any Interest accrued but unpaid, in each case as at the date of those financial statements.
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Related to Guarantor Covenant

  • Guarantor Covenants Each Guarantor shall take such action as the Borrower is required by this Agreement to cause such Guarantor to take, and shall refrain from taking such action as the Borrower is required by this Agreement to prohibit such Guarantor from taking.

  • Director Covenants (a) Director acknowledges that he or she has received substantial, valuable consideration, including confidential trade secret and proprietary information relating to the identity and special needs of current and prospective customers of PSB or any PSB Subsidiary, PSB’s and any PSB Subsidiary’s current and prospective services, PSB’s and any PSB Subsidiary’s business projections and market studies, PSB’s and any PSB Subsidiary’s business plans and strategies, and PSB’s and any PSB Subsidiary’s studies and information concerning special services unique to PSB and any PSB Subsidiary, respectively. Director further acknowledges that he or she has received similar confidential information from Summit regarding Summit and the Summit Subsidiaries as a result of the negotiations resulting in the Merger Agreement and will continue to receive such information through the consummation of the Merger. Director further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation and non-competition restrictions set forth below. Accordingly, other than in any capacity for or on behalf of Summit or any subsidiary of Summit, Director agrees that for a period of 18 months after the Closing Date, Director will not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever: (i) solicit the business of any person or entity who is a customer of PSB, any PSB Subsidiary, Summit or any Summit Subsidiary as of the date of this Agreement or as of the Closing Date on behalf of any other depository and lending institution (which term includes, for avoidance of doubt, credit unions); (A) acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with, any insured depository institution that has a location within a 25-mile radius of any location of PSB, any PSB Subsidiary, Summit or any Summit Subsidiary as of the date of this Agreement (the “Noncompete Area”) (but Director may (1) retain any existing ownership interest in any insured depository institution, (2) acquire an ownership interest in any depository institution, so long as that ownership interest does not exceed 3% of the total number of shares outstanding of that depository institution, and (3) invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutions), (B) serve as an officer, director or employee of, or an agent or consultant with respect to the provision of banking services for, any insured depository institution that has a location within the Noncompete Area, or (C) establish or operate a branch or other office of an insured depository institution within the Noncompete Area; or (iii) recruit, hire, assist others in recruiting or hiring, discuss employment with, or refer others concerning employment, any person who is, or within the 12 months preceding the Closing Date was, an employee of PSB, any PSB Subsidiary, Summit or any Summit Subsidiary; provided that Director shall not be prohibited from recruiting, hiring, assisting others in recruiting or hiring, discussing employment with, or referring others concerning employment, any such employee if (i) such employee’s employment is terminated by PSB, any PSB Subsidiary, Summit, any Summit Subsidiary or any of their respective affiliates or successors, or (ii) such employee responds to a general solicitation not targeted to employees of PSB, any PSB Subsidiary, Summit or any Summit Subsidiary or any of their respective affiliates or successors. Nothing in this Section 2(a)(iii) applies to employment other than in the financial services business. Director may not avoid the purpose and intent of this Section 2(a) by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. (b) If any court of competent jurisdiction should determine that the terms of this Section 2 are too broad in terms of time, geographic area, lines of commerce or otherwise, that court is to modify and revise any such terms so that they comply with applicable law. (c) Director agrees that (i) this Agreement is entered into in connection with the sale to Summit of the goodwill of the business of PSB, (ii) Director is receiving valuable consideration for this Agreement, (iii) the restrictions imposed upon Director by this Agreement are essential and necessary to ensure Summit acquires the goodwill of PSB and (iv) all the restrictions (including particularly the time and geographical limitations) set forth in this Agreement are fair and reasonable. (d) Director agrees that he or she will not make any unauthorized disclosure, directly or indirectly, of any Confidential Information of PSB, PSB Subsidiaries, Summit or Summit Subsidiaries (collectively, the “Disclosing Parties”) to third parties, or make any use thereof, directly or indirectly, other than in connection with the Merger or except as otherwise authorized. Director also agrees that he or she shall deliver promptly to Summit or PSB at any time at its reasonable request, without retaining any copies, all documents and other material in Director’s possession at that time relating, directly or indirectly, to any Confidential Information or other information of the Disclosing Parties, or Confidential Information or other information regarding third parties learned in such person’s position as a director, officer, employee or shareholder of PSB or PSB Subsidiaries, as applicable.

  • Grantor’s Covenants In addition to the other covenants and agreements set forth herein and in the other Operative Documents, each Grantor covenants and agrees as follows: (a) Such Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Grantor and except those which could not reasonably be expected to have a Material Adverse Effect. (b) The Collateral owned by it will not be used in violation of any material law, regulation or ordinance or any applicable laws (including, without limitation, all applicable regulations, rules and orders), nor used in any way that will void or impair any insurance required to be carried in connection therewith. (c) The Inventory produced or distributed by such Grantor will be produced in compliance with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act. (d) Such Grantor will keep the tangible Collateral owned by it in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (e) Such Grantor will take all reasonable steps to preserve and protect the Collateral owned by it except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. (f) Such Grantor will maintain all insurance coverage required pursuant to the terms of the Purchase Agreement. (g) Such Grantor will promptly notify the Agent in writing in the event of any material damage to the Collateral from owned by it any source whatsoever which could reasonably be expected to have a Material Adverse Effect. (h) Such Grantor will not (i), except for equipment located at such Grantor's customer's premises in the ordinary course of business, establish any location of Collateral owned by it not listed in Schedule 3-A, (ii) move its principal place of business, chief executive offices or any other office listed in Schedule 3-D, (iii) change its jurisdiction of incorporation or organization, or (iv) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 3-E, except upon not less than 30 days prior written notice to the Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Agent's security interest hereunder. (i) Such Grantor shall cause all of its equipment constituting Collateral owned by it to be operated in accordance with any applicable manufacturer's manuals or instructions and the requirements of its insurance policies. Such Grantor, at its expense, shall maintain such equipment in good condition, reasonable wear and tear excepted, and will comply with all laws, ordinances and regulations to which the use and operation of such equipment may be or become subject. Such obligation shall extend to repair and replacement of any partial loss or damage to such equipment, regardless of the cause. All parts furnished in connection with such maintenance or repair shall immediately become part of such equipment. All such maintenance, repair and replacement services shall be promptly paid for and discharged by such Grantor with the result that no lien will attach to such equipment. Only qualified personnel of such Grantor or qualified contract personnel shall operate such equipment. Such equipment shall be used only for the purposes for which it was designed. (j) Such Grantor shall, promptly, upon the release of all Liens related to the NAS Agreement, take all actions necessary, including, without limitation, the actions contemplated in Section 8 hereof, to grant to the Agent, for the ratable benefit of the Investors, a security interest in such Grantor's right, title and interest in and to such Exempted Collateral. (k) Such Grantor shall comply in all material respects, with the terms and conditions of all material agreements, commitments or instruments to which such Grantor is a party or by which it is bound. Such Grantor shall duly comply in all material respects, with any applicable laws, ordinances, rules and regulations of any foreign, federal, state or local government or any agency thereof having proper jurisdiction over it, or any applicable writ, order or decree, and conform in all material respects, to all valid requirements of governmental authorities relating to the conduct of its business, properties or assets. (l) Such Grantor shall maintain in all material respects, all necessary franchises, permits, licenses and other rights and privileges from governmental authorities necessary to permit it to own its property and to conduct its business as now being conducted or as currently proposed to be conducted by it. (m) Promptly after any declaration of a dividend payment or any other distribution with respect to its capital stock, the Company shall provide written notice thereof to the Agent. (n) Immediately upon the receipt by the applicable Grantor of any payment in respect of the Certificate of Deposit held at People's Bank, bearing account number 116-800213-08, the applicable Grantor shall transfer the amount of ▇▇▇▇ ▇▇▇▇▇▇▇ to the Deposit Account held at Fleet Bank bearing account number 9407715973.

  • Pledgor’s Covenants At its own expense and until the Secured Obligations are fully discharged, Pledgor hereby undertakes as follows: (a) To give the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.; (b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock; (c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee; (d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest; (e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company; (f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital. (g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee. (h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee. (i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it. (j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee. (k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.

  • Debtor’s Covenants Until the Obligations are paid in full, Debtor agrees that it will: 6.1 preserve its legal existence and not, in one transaction or a series of related transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets; 6.2 not change the Debtor State of its registered organization; 6.3 not change its registered name without providing Secured Party with 30 days’ prior written notice; and 6.4 not change the state of its Place of Business or, if Debtor is an individual, change his state of residence without providing Secured Party with 30 days’ prior written notice.