Operational and Other Covenants Sample Clauses

Operational and Other Covenants. All decisions regarding the Property, including all decisions concerning the methods, extent, timing, procedures and techniques of any: (a) exploitation, exploration, expansion, development and mining related to the Property, including spending on capital expenditures and the incurrence of any other costs or expenses; (b) milling, processing, refining or extraction; (c) materials to be introduced on or to the Property; (d) sales of Minerals and terms thereof; and (d) any decision to commence commercial production on the Property or to place the Property on care and maintenance or to close the Property, shall be made by the Seller in its sole discretion; provided the Seller shall carry out and performs all mining operations and activities pertaining to or in respect of the Property in a commercially reasonable manner, and in compliance in all material respects with all Applicable Laws. All Minerals that contain Reference Silver shall be sold or delivered pursuant to an Offtake Agreement on a prompt and timely basis. All Offtake Agreements shall be on commercially reasonable arm’s length terms and conditions for minerals similar in make-up and quality to Minerals, and shall include industry standard reporting and payment settlement protocols and provisions that require the delivery of Offtaker Settlement Sheets and appropriate and separate sampling and assaying so that the Seller and the applicable Offtaker, as applicable, can determine the grade and content of Reference Silver and other metals in each delivery to an Offtaker. The Seller shall maintain insurance (including business interruption insurance) with reputable insurance companies of such types and in such amounts as is customary in the case of similar operations.
Sample 1
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Operational and Other Covenants. 8 Section 4.1 Leasing and Operational Covenants..................................................... 8 Section 4.2 Other Borrower Covenants.............................................................. 11 Section 4.3 Authorized Representative............................................................. 17 Section 4.4 Health Care Matters................................................................... 18 ARTICLE V BORROWER'S REPRESENTATIONS AND WARRANTIES.......................................................... 22
Sample 1
Operational and Other Covenants. All decisions regarding the Property, including all decisions concerning the methods, extent, timing, procedures and techniques of any: (a) exploitation, exploration, expansion, development and mining related to the Property, including spending on capital expenditures and the incurrence of any other costs or expenses; (b) milling, processing, refining or extraction; (c) materials to be introduced on or to the Property; (d) sales of Minerals and terms thereof; and (d) any decision for the Commencement of Commercial Production on the Property or to place the Property on care and maintenance or to close the Property, shall be made by the Seller in its sole discretion; provided the Seller shall carry out and performs all mining operations and activities pertaining to or in respect of the Property in a commercially reasonable manner, and in compliance in all material respects with all Applicable Laws. All Minerals that contain Reference Silver shall be sold or delivered pursuant to an Offtake Agreement on a prompt and timely basis. All Offtake Agreements shall be on commercially reasonable arm’s length terms and conditions for minerals similar in make-up and quality to Minerals, and shall include industry standard reporting and payment settlement protocols and provisions that require the delivery of Offtaker Settlement Sheets and appropriate and separate sampling and assaying so that the Seller and the applicable Offtaker, as applicable, can determine the grade and content of Reference Silver and other metals in each delivery to an Offtaker. The Seller shall maintain insurance (including business interruption insurance) with reputable insurance companies of such types and in such amounts as is customary in the case of similar operations. Commingling: The Seller may process Other Minerals through the processing facilities on the Property in priority to, or commingle Other Minerals with, Minerals, including the commingling of ore and blending of concentrates from other sources for delivery under Offtake Agreements, provided that (i) the Seller has adopted and employs commercially reasonable practices and procedures for weighing, determining moisture content, sampling and assaying and determining recovery factors (a “Commingling Plan”) to ensure the division of Other Minerals and Minerals for the purpose of determining the quantum of Refined Silver to be delivered to the Purchaser, and (ii) the Seller keeps all books, records, data, information, assays and samples...
Sample 1
Operational and Other Covenants. 5 4.1 Leasing and Operational Covenants. 5 4.2 Other Borrower Covenants. 6 4.3 Authorized Representative. 15
Sample 1
Operational and Other Covenants. 16 10.1 LOAN AND ADMINISTRATION EXPENSES 33 10.2 RIGHT OF LENDER TO MAKE ADVANCES TO CURE BORROWER’S DEFAULTS 33 11.1 CAPTIONS 34 11.2 LENDER’S DISCRETION 34 11.3 GOVERNING LAW 34 11.4 JURISDICTION 34 11.5 WAIVER OF JURY TRIAL 35 11.6 MODIFICATION; CONSENT 35 11.7 DELAY NOT A WAIVER 35 11.8 WAIVERS; ACQUIESCENCE OR FORBEARANCE 35 11.9 PREFERENCES 36 11.10 DISCLAIMER BY LENDER 36 11.11 PARTIAL INVALIDITY; SEVERABILITY 37 11.12 DEFINITIONS INCLUDE AMENDMENTS 37 11.13 ENTIRE AGREEMENT 37 11.14 WAIVER OF DAMAGES 37 11.15 WAIVER OF NOTICE 37 11.16 LIMITATION ON LIABILITY 38 11.17 SET-OFFS 38 11.18 JOINT AND SEVERAL 39 11.19 RELATIONSHIP 39 11.20 NO THIRD PARTY BENEFICIARIES 39 11.21 AGENTS 39 11.22 CONFLICT; CONSTRUCTION OF DOCUMENTS; RELIANCE 39 11.23 INTERPRETATION 40 11.24 SUCCESSORS AND ASSIGNS 40 11.25 TIME IS OF THE ESSENCE 40 11.26 NOTICES 40 11.27 EXECUTION IN COUNTERPARTS 41 EXHIBIT A: Closing Date Deliverables EXHIBIT B: Reporting Requirements SCHEDULE 1: Loan Parties SCHEDULE 2: Facility List SCHEDULE 3: Affiliate Agreements SCHEDULE 4: Material Litigation SCHEDULE 5.3(a) Existing Permitted Debt SCHEDULE 5.3(b) Existing Permitted Investments SCHEDULE 5.3(c) Existing Permitted Liens SCHEDULE 6.4(a) Authorizations SCHEDULE 6.4(c) Third Party Payor Program Matters THIS AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (as amended, modified, or restated from time to time, this “Agreement”) is made as of September [ ], 2018, by and among (i) CCP Finance II LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”), (ii) WV – Rockport SNF Opco, LLC and WV – Quincy SNF Opco, LLC, each a Massachusetts limited liability company (each a “MA Debtor” and collectively, the “MA Debtors”), and
Sample 1
Operational and Other Covenants 
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Related to Operational and Other Covenants

  • Financial and Other Covenants Borrower shall at all times comply with the financial and other covenants set forth in the Schedule.

  • Stamp and other duties The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

  • SPECIAL AND OTHER LEAVE 36 ARTICLE 21 - PARENTAL, MATERNITY AND ADOPTION LEAVES 39 ARTICLE 22 - OCCUPATIONAL HEALTH AND SAFETY 40

  • Utilities and Other Services 4.4.1 The Tenant shall arrange, at its own cost and expense, for the installation, connection and supply of all utilities and any other services required by it at or in relation to the Premises. 4.4.2 The Tenant shall pay to the suppliers, and indemnify the Landlord against, all charges for the installation, connection and supply of all utilities and any other services consumed or used at or in relation to the Premises and the Tenant shall comply with the requirements and regulations of the respective suppliers. Tenant to initial 4.4.3 For the purposes of this Clause 4.4, the term “utilities” shall include water, electricity, telecommunications network, gas and any water-borne sewerage systems.

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • Financial and Other Information The Company will keep, and will cause its Subsidiaries to keep, proper books of record and account in accordance with GAAP consistently applied throughout the periods covered in which full and true entries will be made of all dealings or transactions relating to their business and affairs, and the Company shall cause to be furnished to each Warrant Holder for so long such Warrant Holder holds any Warrant or Warrant Shares: (i) As soon as practicable and in any event within thirty (30) days after the end of each month, including the month of March, June, September and December (A) unaudited consolidated statements of income, retained earnings and cash flows of the Company for such month and the year-to-date period, and an unaudited consolidated balance sheet of the Company as of the end of such month, prepared in accordance with GAAP (except for normal adjustments and accruals and the lack of footnotes and other presentation items) consistent with past practice, (B) in comparative form, figures for the actual results for the corresponding month and year-to-date periods in the immediately preceding fiscal year and amounts projected for such month pursuant to Section 10(a)(iv), and (iii) a copy of the monthly Credit Review Alert Report; (ii) Within forty-five (45) days after the end of each Fiscal Quarter including the fourth (4th) Fiscal Quarter, (A) unaudited consolidated statements of income, retained earnings and cash flows of the Company for such quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, and unaudited consolidated balance sheets of the Company as of the end of such Fiscal Quarter, all of which statements and balance sheets shall be in reasonable detail, prepared in accordance with GAAP (except for normal adjustments and accruals and the lack of footnotes and other presentation items) consistent with past practice, and certified as accurate by the Chief Financial Officer of the Company, and (B) in comparative form, figures for the actual results for the corresponding periods in the immediately preceding Fiscal Year and amounts projected for such periods pursuant to Section 10(a)(iv), together with a written report (or such SEC Report which shall contain the same information) providing explanations of any material variances and any material variances in connection with the Projections covering such Fiscal Quarter; (iii) Within ninety (90) days after the end of each Fiscal Year, (A) audited consolidated statements of income, retained earnings and cash flows of the Company for such year, and consolidated balance sheets of the Company as of the end of such year, setting forth in each case, in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding Fiscal Year, all of which statements and balance sheets shall be in reasonable detail and satisfactory in scope to the Warrant Holders and prepared by the Company and audited by Xxxxxxx, Xxxxxxx & Xxxxxxxx, CPAs, or another respected firm of independent certified public accountants selected by the Company and reasonably satisfactory to the Warrant Holders, whose opinion shall be unqualified and shall be prepared in accordance with GAAP and generally accepted auditing standards, (B) such accountants’ comment letter on the Company’s internal financial or accounting systems or controls which shall be issued as well as copies of all other reports submitted by the Company’s accountants; and the Company agrees that they shall request such a comment letter to be prepared in connection with each audit, (C) a written report (which may include a SEC Report that contains the same information) providing explanations of any material variances from the previous Fiscal Year and any material variances in connection with the Projections covering the previous Fiscal Year, and (D) the certification of the Chief Financial Officer of the Company that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of the Company and its consolidated Subsidiaries on a consolidated basis, as at the end of such Fiscal Year; (iv) As soon as practicable and in any event before November 30 of each year, a Budget and Projections for each month of the next succeeding fiscal year (including a statement of underlying assumptions) for the Company, in the same format as the financial statements provided pursuant to Section 10(a)(i) and Section 10(a)(ii); (v) If the Company shall otherwise prepare or have available financial statements and other information for the Company and its Subsidiaries on a consolidated basis, or shall provide their Governing Bodies (as applicable) with any financial information not otherwise provided for herein, they shall also furnish the same to the Warrant Holders in addition to the financial statements and other information for the Company and its Subsidiaries required to be furnished pursuant to the foregoing provisions of this Section 10(a); (vi) When available, (A) all significant reports or written communications submitted to the Company or any of its Subsidiaries by its accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems, including any comment letters (or drafts thereof) delivered to management and all responses thereto, and (B) unless disclosed in SEC Reports, acquisition analyses for material acquisitions, presentations to lenders, financial institutions or potential investors, consultants’ reports relating to the Company and/or its Subsidiaries; (vii) Promptly, with copies of all amendments, consent letters, waivers or modifications to, and any material notices or reports provided by any Person to the Company or any of its Subsidiaries pursuant to the terms of or in connection with, any Purchaser Document or any Subsidiary articles, operating agreement or bylaws, or by the Company or any of its Subsidiaries to any such Person; (viii) Promptly, upon obtaining knowledge thereof, but in no event less than 5 Business Days prior to the occurrence of any Put Event; and (ix) From time to time, such additional information regarding the business, properties, financial position, results of operations, or prospects of the Company or any of its subsidiaries as the Warrant Holder (or Initial Holder) may request; provided that the Company shall not be required to deliver information and notices under this Section 10(a) if the Warrant Holder (or Initial Holder) is receiving the same information and notices as a Purchaser under the Note and Warrant Purchase Agreement.

  • Debt and Other Obligations Borrower’s obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively herein as the “Obligations.”

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Company obtains actual knowledge thereof: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against any Loan Party or any Subsidiary as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any other development specific to any Loan Party or any Subsidiary that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the development of any ERISA Event that, together with all other ERISA Events that have developed or occurred, would reasonably be expected to have a Material Adverse Effect; and (e) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification.

  • Fees and Other Charges (a) The Borrower will pay a fee on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for costs and expenses agreed by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower.

  • Code and Other Remedies If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

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