Obligations of Debtor. Debtor hereby covenants, represents, warrants and agrees that:
(a) Debtor shall, at no cost or expense to Secured Party, defend its right, title and interest in and to the Collateral, and defend the Collateral against all other claims or demands of any other party and all other liabilities of any nature whatsoever;
(b) The Collateral, and each part thereof, is free and clear from, and is not subject to, any assignment, security interest, mortgage, pledge, lien, levy for taxes (other than for taxes not yet due and payable) or other assessments, interest, charge, adverse claim or other encumbrance, including any financing statement or other document filed in any public office ("Encumbrance"), and Debtor shall keep and maintain the Collateral, and each part thereof, free and clear of any Encumbrance which is not subordinate to the security interest granted hereunder, and shall not create nor permit to remain any such Encumbrance;
(c) The Collateral, or any part thereof, will not be sold, leased, licensed, assigned, conveyed, transferred, disposed of or become subjected to any subsequent interest of any party, created or suffered by Debtor, voluntarily or involuntarily, except in the ordinary course of Debtor's business or as expressly authorized in writing by Secured Party;
(d) The obligations, liabilities and indebtedness of Debtor to Secured Party hereunder shall not be released, discharged or impaired in any manner or to any extent if Secured Party renews, extends, modifies, changes or waives the time of payment and/or the manner, place or terms of payment of all or any part of the indebtedness secured hereby or any renewal thereof, or Secured Party makes any exchange, release, substitution, addition, surrender, settlement or compromise with respect to the Collateral, the indebtedness secured hereby or any party liable thereon; or Secured Party subordinates such indebtedness or Collateral, or both, to any other indebtedness of Debtor, or security therefor, or both which may exist at any time hereafter;
(e) The Collateral will not be abused, wasted, abandoned or allowed to deteriorate, but shall be kept in good working order and condition and repair, reasonable wear and tear from its sole use above permitted excepted in accordance with reasonable business practice; provided, that the Collateral may be replaced with substituted assets; and
(f) Debtor shall immediately notify Secured Party of any act, condition, or event which, with the giving of notice or la...
Obligations of Debtor. Debtor warrants and covenants to Secured Party as follows:
Obligations of Debtor. Debtor warrants and covenants:
Obligations of Debtor. Each of Debtor and B&B hereby represents and agrees that:
(a) The Collateral, and each part thereof, is free and clear from, and is not subject to, any security interest, mortgage, lien or other encumbrance, except for the security interest created hereby; and Debtor and B&B ARMR shall keep and maintain the Collateral, and each part thereof, free and clear of any encumbrance which is or may become equal, senior or superior in priority, operation or effect to the Secured Parties’ security interest in the Collateral;
(b) Debtor shall pay and reimburse each Secured Party for all reasonable costs and expenses (including reasonable attorney’s fees) incurred by such Secured Party after the occurrence of an Event of Default in connection with its exercise of any rights and remedies under this Agreement, or in enforcing, perfecting or protecting its interests under this Agreement;
(c) Any Secured Party may renew, extend or waive the time of payment and/or the manner, place or terms of payment of all or any part of the indebtedness secured hereby or any renewal thereof; and make or permit to be made any exchange, release, substitution, addition, surrender, settlement or compromise with respect to the Collateral, the indebtedness secured hereby or any party liable on such indebtedness.
Obligations of Debtor. The obligations of the Debtor that are subject to this Security Agreement are as follows: This Security Agreement secures repayment of the Notes in the aggregate amount of $1,300,000.00, together with interest on the outstanding balance existing from time to time at the rate stated in the Notes.
Obligations of Debtor. Debtor hereby covenants, represents, warrants and agrees that:
(a) On or prior to January 20, 2002, so long as no Event of Default has occurred and is continuing under the Promissory Note, dated September 17, 2001, issued by Debtor to SpaceLogix, or after January 20, 2002 promptly if any Event of Default in existence on such date is subsequently cured, Debtor shall execute and deliver to Serif Inc. the irrevocable instruction letter attached hereto as Exhibit A.
(b) Subject to the SpaceLogix Interest and the K&M Interest, Debtor shall, at no cost or expense to the Secured Parties, defend their right, title and interest in and to the Collateral, and defend the Collateral against all other claims or demands of any other party and all other liabilities of any nature whatsoever;
(c) Subject to the SpaceLogix Interest and the K&M Interest, the Collateral is free and clear from, and is not subject to, any assignment, security interest, mortgage, pledge, lien, levy for taxes (other than for taxes not yet due and payable) or other assessments, interest, charge, adverse claim or other encumbrance, including any financing statement or other document filed in any public office ("Encumbrance"), and Debtor shall keep and maintain the Collateral, and each part thereof, free and clear of any Encumbrance which is not subordinate to the security interest granted hereunder, and shall not create nor permit to remain any such Encumbrance;
(d) Debtor shall duly and promptly pay and discharge when due and payable, or cause to be paid and discharged all taxes, assessments and governmental charges or levies upon or against it or its profits, income, properties or assets;
Obligations of Debtor a. The Debtor shall provide to the Secured Party within 45 days after the end of each calendar quarter a listing and aging report for the Accounts and such other information and financial reports as the Secured party may request in the Secured Party's reasonable discretion from time to time.
b. Upon the request of the Secured Party at any time after a Default hereunder, the Debtor shall deposit, or cause to be deposited, all checks, drafts, cash and other remittances in payment of, or on account of payment of, any and all Accounts (all of the foregoing herein collectively referred to as "items of payment") to an account (the "Collateral Account") designated by the Secured Party at a bank or other financial institution designated by the Secured Party. The Secured Party shall not be responsible for the solvency of any such bank or other financial institution or the management and administration of the Collateral Account. The Secured Party alone shall have the power to access and make withdrawals from the Collateral Account. The Debtor shall deposit such items of payment for credit to the collateral Account within one (1) banking day of the receipt thereof and in precisely the form received, except for the endorsement of the Debtor where necessary to permit the collection of such items of payment, which endorsement the Debtor hereby agrees to make. Pending such deposit, the Debtor will not commingle any such items of payment with any of its other funds or property, but will hold them separate and apart. The Secured Party shall be entitled to apply the funds in the Collateral Account against the Debtor's obligations secured hereby from time to time in the Secured Party's discretion.
Obligations of Debtor. If this Lease is not terminated in accordance with subsection 26.3(a) above because such termination is not allowed under the Bankruptcy Code (hereinafter defined), upon the filing of a petition by or against Tenant under the Bankruptcy Code, Tenant, as debtor and as debtor in possession, and any trustee who may be appointed, agree:
(1) To perform promptly each and every obligation of Tenant under this Lease until such time as this Lease is either rejected or assumed by order of a United States Bankruptcy Court or other United States Court of competent jurisdiction; or deemed rejected by operation of law, pursuant to 11 U.S.C. § 365(C)(4);
(2) To pay monthly in advance on the first day of each month as reasonable compensation for use and occupancy of the Premises an amount equal to all Base Rent and all Additional Rent;
(3) To reject or assume this Lease within sixty (60) days of the filing of such petition under Chapter 7 of the Bankruptcy Code or within thirty (30) days of the filing of a petition under any other Chapter;
(4) To give Landlord at least forty-five (45) days’ prior written notice of any proceeding relating to any assumption of this Lease;
(5) To give Landlord at least thirty (30) days’ prior written notice of any abandonment of the Premises, any such abandonment to be deemed conclusively a rejection of this Lease;
(6) To be deemed conclusively to have rejected this Lease in the event of the failure to comply with any of the above;
(7) To have consented to the entry of an order by an appropriate United States Bankruptcy Court providing all of the above, waiving notice and hearing of the entry of same; and
(8) That this is a “lease of real property in a shopping center” as such term is used in the Bankruptcy Code.
Obligations of Debtor. 7.1 Debtor further represents, warrants and covenants to Secured Party that:
(a) Debtor will not sell, transfer or convey any interest in, or suffer or permit any lien or encumbrance to be created upon or with respect to, any of the Collateral owned by it (other than as created under this Agreement) during the term of this Agreement;
(b) Debtor will, at its own expense, at any time and from time to time at Secured Party's request, do, make, procure, execute and deliver all acts, things, writings, assurances and other documents as may be necessary to further enhance, preserve, establish, demonstrate or enforce Secured Party's rights, interests and remedies created by, provided in or emanating from this Agreement;
(c) Without the prior written consent of Secured Party, which consent may be withheld for any or no reason, so long as the Obligations remain outstanding, Debtor shall not
(1) dissolve or liquidate, in whole or in part;
(2) consolidate or merge with or into any other entity or convey or transfer or lease its property and assets substantially as an entirety to any entity; or
(3) take any action that would cause or permit the representations or warranties made herein to be or become inaccurate.
(d) In the event the Company should issue instruments or certificates related to, replacing or representing the Transferred Shares, Debtor shall immediately deliver such instruments or certificates together with transfer powers duly executed in blank, with signatures appropriately guaranteed, to the Secured Party. Debtor shall properly deliver to Secured Party, or cause the Company to deliver directly to Secured Party, certificates or other documents representing the Transferred Shares acquired or received after the date of this Agreement with transfer powers duly executed in blank, with signature appropriately guaranteed by Debtor.
Obligations of Debtor. Debtor shall have the following obligations to Secured Party:
