GUARANTORS' AFFIRMATIVE COVENANTS Sample Clauses

GUARANTORS' AFFIRMATIVE COVENANTS. Each Guarantor will: A. Furnish to Lender (i) within 90 days after the close of each calendar year, a financial statement, including income information and contingent liabilities, certified to Lender; (ii) within 30 days after filing each year, an executed copy of Guarantor's Federal income tax return; and (iii) such other information reflecting the financial condition of Guarantor as Lender may request from time to time. In the event such financial statements disclose a material, adverse change in the financial condition of Guarantor from the conditions set forth in any prior financial statement of Guarantor theretofore furnished to Lender, same shall constitute a default which shall entitle Lender to all of the rights and remedies provided for in the Note, Security Agreement, or other Loan Documents. B. Permit any representative or agent of Lender to examine and audit any or all of Guarantor's books and records when requested by Lender. C. Inform Lender immediately of any material adverse change in the financial condition of Guarantor. Each Guarantor will also promptly inform Lender of any litigation or threatened litigation which might substantially affect such Guarantor's financial condition.
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GUARANTORS' AFFIRMATIVE COVENANTS. Unless DEG otherwise agrees in writing, Guarantor shall:
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GUARANTORS' AFFIRMATIVE COVENANTS. For the term of this Agreement and until the date that no obligations outstanding in charge of the Obligor Parties and in favor of the Creditors exist hereunder or any other Financing Document, each of the Guarantors shall be required to comply with the following obligations, unless the Management Agent authorized otherwise through a prior written authorization, abiding the Majority of the Creditors’ instructions:
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GUARANTORS' AFFIRMATIVE COVENANTS. (a) Guarantor will maintain its existence as a corporation, duly organized, validly existing and in good standing under the laws of Nevada and remain in good standing and authorized to do business in each jurisdiction where the location or nature of its properties or its business then makes such good standing and qualification necessary. Guarantor will maintain full authority to perform the Obligations. (b) Guarantor will supply Lender, in the form and within the time period required under the Agreement, all financial reports and information required of the Guarantor thereunder. (c) Guarantor will file all tax returns and will timely pay all taxes, if any, required to be filed by it or paid by it. (d) Guarantor will execute or cause to be executed all documents and do or cause to be done all acts necessary to effect the intent and purposes of this Guaranty. (i) Guarantor shall (i) maintain a quarterly volume of vacation interval sales of not less than $15,000,000, determined on a consolidated basis, (ii) not permit its consolidated quarterly costs and expenses for commissions and selling relating to the retail sale of vacation intervals, expressed as a percentage of vacation intervals sales occurring during such quarter, to exceed fifty percent (50%) or (iii) permit its consolidated quarterly general and administrative expenses, expressed as a percentage of vacation interval sales occurring during such quarter, to exceed nineteen percent (19%). The foregoing covenant shall be tested on the final day of each fiscal quarter of Guarantor, commencing with the fiscal quarter ending December 31, 2001. (ii) Guarantor shall (i) maintain an annual volume of vacation interval sales of not less than $70,000,000, determined on a consolidated basis, (ii) not permit its consolidated costs and expenses for commissions and selling relating to the retail sale of vacation intervals, expressed as a percentage of vacation intervals sales occurring during such year, to exceed fifty percent (50%) or (iii) permit its consolidated general and administrative expenses, expressed as a percentage of vacation interval sales occurring during such year, to exceed nineteen percent (19%). The foregoing covenant shall be on the final day of each fiscal year of Guarantor, commencing with the fiscal year ending December 31, 2001.
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GUARANTORS' AFFIRMATIVE COVENANTS. Sections 11.01 through 11.12 of the Guarantee are hereby deleted in their entirety and the following Sections 11.01 through 11.16 are substituted therefor:
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GUARANTORS' AFFIRMATIVE COVENANTS. So long as this Guaranty shall remain in effect, Guarantor will, unless the Lender shall otherwise consent in writing: (a) comply in all material respects with all laws, rules, regulations and orders applicable to the Guarantor except where the failure to comply could not reasonably be expected to have a material adverse effect, such compliance to include, without limitation, paying before the same become delinquent (subject to the right of such Guarantor to obtain an extension therefor), all taxes, assessments and governmental charges imposed upon the Guarantor or his property or assets, except to the extent contested in good faith and by appropriate proceedings; (b) promptly give the Lender written notice as set forth hereinbelow of the occurrence of any event which could reasonably be expected to have a material adverse effect, including (without limitation) litigation commenced, tax liens filed, defaults claimed under indebtedness for borrowed money or insolvency proceedings commenced against the Guarantor; and (c) furnish, or cause to be furnished, to the Lender at its address set forth hereinbelow the financial statements and federal income tax returns of Guarantor as required pursuant to the Loan Agreement and such other documentation as the Lender may from time to time reasonably request.
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Related to GUARANTORS' AFFIRMATIVE COVENANTS

  • COMPANY'S AFFIRMATIVE COVENANTS Company covenants and agrees that, so long as any of the Commitments hereunder shall remain in effect and until payment in full of all of the Loans and other Obligations and the cancellation or expiration of all Letters of Credit, unless Requisite Lenders shall otherwise give prior written consent, Company shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 6.

  • BORROWER'S AFFIRMATIVE COVENANTS Each Borrower covenants and agrees that, so long as any of the Commitments hereunder shall remain in effect and until payment in full of all of the Loans and other Obligations and the cancellation or expiration of all Letters of Credit, unless Requisite Lenders shall otherwise give prior written consent, such Borrower shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 6.

  • AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to:

  • CERTAIN AFFIRMATIVE COVENANTS The Company or, to the extent required hereunder, any Subsidiary should fail to perform or comply with Sections 9(A) through 9(H)(ii), 9(H)(vi) through 9(H)(viii) or any reporting covenant set forth in any Supplement hereto, and such failure continues for 15 days after written notice thereof shall have been delivered by Agent to the Company.

  • GUARANTOR'S WAIVERS (a) Guarantor waives any right to require WFBC to: (i) proceed against any Obligor or any other Person; (ii) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor or any other Person; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (v) any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC against any Obligor; (vi) any impairment of the value of any interest in any security for the Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Person, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the Obligations.

  • Additional Affirmative Covenants All affirmative covenants made by the Borrowers or Guarantors or any of them in the Credit Agreement are incorporated herein by reference and are hereby also made by Trustor as to itself and the Trust Property as though such covenants were set forth at length herein as the covenants of Trustor.

  • Affirmative Covenants of the Borrower So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will, unless the Liquidity Provider shall otherwise consent in writing:

  • BORROWER'S NEGATIVE COVENANTS Borrower covenants and agrees that, so long as any of the Commitments hereunder shall remain in effect and until payment in full of all of the Loans and other Obligations and the cancellation or expiration of all Letters of Credit, unless Requisite Lenders shall otherwise give prior written consent, Borrower shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 7.

  • AFFIRMATIVE COVENANTS OF THE BORROWERS Until such time as all amounts of principal and interest due to the Bank by a Borrower pursuant to any Loan made to such Borrower is irrevocably paid in full, and until the Bank is no longer obligated to make Loans to such Borrower, such Borrower (for itself and on behalf of its respective Funds) agrees: (a) To deliver to the Bank as soon as possible and in any event within ninety (90) days after the end of each fiscal year of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank as soon as available and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Semiannual Report to shareholders, together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual period; (c) To deliver to the Bank prompt notice of the occurrence of any event or condition which constitutes, or is likely to result in, a change in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower to perform its obligations under this Agreement or the Note; (d) To do, or cause to be done, all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations and orders, including without limitation, all rules and regulations promulgated by the SEC; (e) To promptly notify the Bank of any litigation, threatened legal proceeding or investigation by a governmental authority which could materially affect the ability of such Borrower or the applicable Funds to promptly repay the outstanding Loans or otherwise perform their obligations hereunder; (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowed, and until such Loan is repaid in full, to deliver to the Bank, within two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the Bank, which may be made by the Bank from time to time in the event the Bank in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the Bank, within two business days after such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such request.

  • Affirmative Covenants of the Company The Company hereby covenants and agrees as follows:

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