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; (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 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 (i) any lien for taxes, fees, assessments or other governmental charges which are not delinquent or, in a jurisdiction where payment of such liabilities is abated during the period of any contest, being contested in good faith by appropriate proceedings, (ii) statutory liens for warehousemen, carriers, mechanics and materialmen, and others arising by operation of law in the ordinary course of the Debtor's business (except for landlords' liens) and which are not delinquent, remain payable without penalty, or are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing forfeiture or sale of the Equipment subject thereto, and (iii) liens consisting of judgment or judicial attachment liens, provided that (1) the enforcement of such liens is effectively stayed and Debtor has pledged additional replacement collateral to Secured Party of equal or greater value than the amount of such liens, in each case within fifteen (15) days after the entry thereof or (2) all such unstayed liens at any time outstanding for Borrower do not exceed $25,000 in the aggregate; (b) make any changes or alterations in or to the Equipment except as necessary for compliance with clause (a) of paragraph 8 above or any modifications intended to extend the performance or usefulness of the Equipment, provided however that no such modification shall be made if it reduces the value or marketability of the Equipment and any modification made shall become the property of Secured Party unless it can be removed without damaging 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 locations shown above or any other business location of Debtor as to which Debtor gives notice to Secured Party in compliance with clause (f) of this paragraph, except for (i) transportation between any such locations, and (ii) repair or servicing of the Equipment in t...
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 Seller and UAC. During the term of this Agreement, unless the Secured Parties shall otherwise consent in writing:
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. 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. 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.
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 7 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; or (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.
NEGATIVE COVENANTS OF DEBTOR. The Debtor will not, without the prior written consent of the Secured Parties: (a) make or permit any material change in the nature of any business in which the Company is engaged as of the date hereof; (b) make or permit any change in the Company’s state of formation or domicile; (c) cause or permit the Company to merge or consolidate with any entity, enter into any transaction which would effect a change of control, or liquidate or dissolve; (d) with the exception to other note holders of this offering up to $450,000, sell, pledge, transfer, assign, encumber or grant a security interest senior to the Secured Parties interest in any of the Collateral; or (e) take any other action or suffer to permit any other condition which would or could constitute an Event of Default under the Note.
