NEGATIVE COVENANTS OF DEBTOR. Until all of the Obligations of Debtor are paid and performed in full, Debtor hereby covenants and agrees that it shall not, unless the Secured Party otherwise consents in advance in writing:
NEGATIVE COVENANTS OF DEBTOR. Debtor shall not (a) create, incur, assume or suffer to exist any mortgage, lien, pledge or other encumbrance or attachment of any kind whatsoever upon, affecting or with respect to the Equipment or this Agreement or any of Debtor's interests hereunder; (b) make any changes or alterations in or to the Equipment except as necessary for compliance with clause (a) of paragraph 8 above or as permitted by suppliers warranties so long as such changes or alterations do not reduce the value or marketability of the equipment; (c) permit the name of any person, association or corporation other than Secured Party to be placed on the Equipment as a designation that might be interpreted as a claim of interest in the Equipment; (d) part with possession or control of or suffer or allow to pass out of its possession or control any of the Equipment or change the location of the Equipment or any part thereof from the location shown above, provided, however that Debtor may do so with the prior written consent of Secured Party, which consent shall not unreasonably be withheld so long as Debtor has taken all steps reasonably required by Secured Party to protect the Equipment and perfect Secured Party's interests in the Equipment at the new location, including, without limitation, filing UCC financing statements; (e) assign or in any way dispose of all or any part of its rights or obligations under this Agreement or enter into any lease of all or any part of the Equipment, provided, however that Debtor may lease the Equipment with the prior written consent of Secured Party, which consent shall not unreasonably be withheld so long as (i) the proposed lessee meets Charter's standard credit criteria and signs a form of lease acceptable to Charter, (ii) the rights of the lessee under such lease shall be subject and subordinate to Charter's rights and interests in the Equipment,(iii) such lease shall be collaterally assigned to Charter, and (iv) such leasing shall not relieve Debtor of any of its obligations hereunder; (f) change its name or address from that set forth above unless it shall have given Secured Party no less than thirty (30) days prior written notice thereof; or (g) sell, transfer, lease or otherwise dispose of all or substantially all of Debtor's assets to any person or entity without Secured Party's prior written consent which will not unreasonably be withheld so long as such proposed sale, transfer, lease or other disposition would not have a material adverse effec...
NEGATIVE COVENANTS OF DEBTOR. Debtor shall not (a) create, incur, assume or suffer to exist any mortgage, lien, pledge or other encumbrance or attachment of any kind whatsoever upon, affecting or with respect to the Equipment or this Agreement or any of Debtor's interests hereunder; (b) make any changes or alterations in or to the Equipment except as necessary for compliance with clause (a) of paragraph 8 above; (c) permit the name of any person, association or corporation other than Secured Party to be placed on the Equipment as a designation that might be interpreted as a claim of interest in the Equipment; (d) part with possession or control of or suffer or allow to pass out of its possession or control any of the Equipment or change the location of the Equipment or any part thereof from the location shown above; (e) assign or in any way dispose of all or any part of its rights or obligations under this Agreement or enter into any lease of all or any part of the Equipment; (f) change its name or address from that set forth above unless it shall have given Secured Party no less than thirty (30) days prior written notice thereof; (g) sell any shares of its capital stock or transfer any ownership interest in the Debtor to any person, persons, entity or entities (whether in one single transaction or in multiple transactions) which results in a transfer of a majority interest in the ownership and/or the control of the Debtor from the person, persons, entity or entities who hold ownership and/or control of the Debtor as of the date of this Agreement; or (h) consolidate with or merge into or with any other entity, or purchase or otherwise acquire all or substantially all of the assets or stock or other ownership interest of any person or entity or sell, transfer, lease or otherwise dispose of all or substantially all of Debtor's assets to any person or entity.
NEGATIVE COVENANTS OF DEBTOR. Debtor hereby covenants and agrees that, from the date of this Agreement and so long as Debtor shall be indebted to Bank hereunder or under any of the Notes, it will comply with the following covenants, unless Bank shall consent otherwise in writing, which consent shall not be unreasonably withheld:
NEGATIVE COVENANTS OF DEBTOR. The Debtor covenants and agrees that, without the prior written consent of the Collateral Agent (which consent may be granted or withheld in the sole and absolute discretion of the Collateral Agent), the Debtor will not (i) except for sales of inventory in the ordinary course of business consistent with past practice, sell, assign, or transfer the Collateral or any of its rights therein, (ii) create any other security interest in, mortgage, or otherwise encumber the Collateral or any part thereof, or permit the Collateral to be or become subject to any lien, attachment, execution, sequestration, other legal or equitable process, or any encumbrance of any kind or character, except the security interest created herein, or (iii) change its jurisdiction of organization, name or corporate structure.
NEGATIVE COVENANTS OF DEBTOR the Seller and UAC. During the term of this Agreement, unless the Secured Parties shall otherwise consent in writing:
NEGATIVE COVENANTS OF DEBTOR. Until payment in full and the performance of all of the Obligations, without the prior written consent of the Lender, the Debtor will not directly or indirectly:
NEGATIVE COVENANTS OF DEBTOR. Without limiting any of Debtor's covenants or obligations contained elsewhere in this Agreement, Debtor covenants and agrees that so long as the Indebtedness shall remain outstanding, Debtor shall not:
NEGATIVE COVENANTS OF DEBTOR. Debtor further covenants and agrees that, without the prior written consent of Secured Party, Debtor will not (a) except for sale of finished goods inventory in the ordinary course of business, sell, assign or transfer any of Debtor's rights in the Collateral; (b) create any other security interest in, mortgage or otherwise encumber the Collateral, or any part thereof, or permit the same to be or become subject to any lien, attachment, execution, sequestration, other legal or equitable process or any encumbrance of any kind or character, except the Security Interests herein created and the Bank Lien; (c) use the Collateral, or permit the same to be used, for any unlawful purpose or in any manner inconsistent with the provisions or requirements of any insurance policy required hereunder; and (d) move or allow the Collateral, or any part thereof, to be moved across any state boundary before (i) written notice describing the current location, the proposed removal and the proposed new location is given to and received by Secured Party thirty (30) days in advance of a proposed removal and (ii) written consent of Secured Party to the removal of such Collateral in such manner and to such location is received by Debtor.
NEGATIVE COVENANTS OF DEBTOR. Debtor shall not (a) create, incur, assume or suffer to exist any mortgage, lien, pledge or other encumbrance or attachment of any kind whatsoever upon, affecting or with respect to the Equipment or this Agreement or any of Debtor's interests hereunder except for those arising from or imposed by persons claiming by or through Secured Party or Secured Party's assignees; (b) make any changes or alterations in or to the Equipment except as necessary for compliance with clause (a) of para graph 8 above; (c) permit the name of any person, association or corporation other than Secured Party to be placed on the Equipment as a designation that might be interpreted as a claim of interest in the Equipment (provided, however, that Debtor may place its name on the Equipment so long as such marking indicates that the Equipment is subject to Secured Party's rights and interests as Secured Party hereunder); (d) part with possession or control of or suffer or allow to pass out of its possession or control any of the Equipment or change the location of the Equipment or any part thereof except upon thirty (30) days written notice to Secured Party from the location shown above, or on Schedule A hereto; (e) assign or in any way dispose of all or any part of its rights or obligations under this Agreement or enter into any lease of all or any part of the Equipment except to (i) a wholly-owned subsidiary of Debtor or in connection with the merger or consolidation of Debtor into a wholly-owned subsidiary of Debtor, or (ii) an entity which acquires substantially all of Debtor's assets and the successor entity agrees in writing to assume this Agreement; (f) change its name or address from that set forth above unless it shall have given Secured Party no less than thirty (30) days prior written notice thereof.
