Operation; Registration Sample Clauses

Operation; Registration. Each Debtor represents, warrants and covenants that the Aircraft shall be operated or stored at all times in accordance with applicable manufacturer’s recommendations and directives which have been incorporated into the requirements of the maintenance and inspection program applicable to the Aircraft from time to time. While in the possession of any Debtor, no Debtor shall permit the Aircraft to be piloted by any pilot (and under an Eligible Lease, the lessee shall be prohibited from permitting the Aircraft to be piloted by any pilot) not properly certified and qualified under applicable FAA regulations or the applicable regulations of the foreign aviation authority where the Aircraft is registered. Each Debtor agrees that, the Aircraft while used, maintained and operated by a Debtor, will not be maintained, used or operated for any unlawful purpose or in knowing and material violation of (and each Debtor shall require that any lessee under an Eligible Lease not maintain, use, or operate for any unlawful purpose or in knowing and material violation of) any law, rule, regulation, ordinance or order of the FAA, any federal, state, local or other applicable governmental authority. Each Debtor agrees to keep the Aircraft at all times registered in accordance with the laws of the United States of America or other foreign aviation authority to the extent permitted hereunder, and in such manner as to reflect Collateral Agent’s first priority security interest therein to the extent required hereunder (under the Perfection Requirements). Each Debtor also agrees, unless consented to by Collateral Agent (which consent shall be given or withheld at the written direction of the Required Lenders), not to use, locate or operate the Aircraft, or, by the terms of any Eligible Lease, permit or suffer the Aircraft to be used, located or operated, in any area not fully covered by each insurance policy in effect with respect to the Aircraft as required by Section 2.08 and not to operate (or permit the operation of) the Aircraft unless the policies and certificates of insurance required by Section 2.08 hereof specifically covering the Aircraft for such operation shall have been delivered to Collateral Agent and shall be and remain in effect. No Debtor will operate or, by the terms of any Eligible Lease, permit any Aircraft to be operated or located in any war zone or recognized or threatened area of hostilities unless covered by war risk insurance in accordance with Section 2.0...
Sample 1
AutoNDA by SimpleDocs

Related to Operation; Registration

  • Non-Registration The Shareholder understands that the shares of Parent Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein.

  • Qualification; Registration The Manager shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business and in which such qualification, formation or registration is required or desirable. The Manager, as an authorized person within the meaning of the Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

  • Foreign Registration Licensee agrees to register this Agreement with any foreign governmental agency which requires such registration, and Licensee shall pay all costs and legal fees in connection therewith. In addition, Licensee shall assure that all foreign laws affecting this Agreement or the sale of Licensed Products are fully satisfied.

  • No Piggyback on Registrations Neither the Company nor any of its security holders (other than the Purchasers in such capacity pursuant hereto) may include securities of the Company in the Registration Statement other than the Registrable Securities, and the Company shall not after the date hereof enter into any agreement providing any such right to any of its security holders.

  • Underwritten Registrations If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

  • SEC Registration The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the Securities and Exchange Commission with respect to the long-term incentive awards to the extent any such registration statement is required by applicable Law.

  • Underwritten Registration If the registration referred to in Section 2.2(a) is proposed to be underwritten, the Company will so advise the Shareholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Shareholder to registration pursuant to this Section 2.2 will be conditioned upon such Shareholder’s participation in such underwriting and the inclusion of such Shareholder’s Registrable Securities in the underwriting, and each such Shareholder will (together with the Company and the other Shareholders and other holders of securities distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If any Shareholder disapproves of the terms of the underwriting, such Shareholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and Investor.

Time is Money Join Law Insider Premium to draft better contracts faster.