OTHER COVENANTS AND MISCELLANEOUS TERMS Sample Clauses

OTHER COVENANTS AND MISCELLANEOUS TERMS. 1. Except as expressly amended and supplemented hereby, the Agreement shall remain unchanged and in full force and effect, and the same is hereby ratified and extended. 2. The obligations of Borrowers to Banks, including but not limited to the indebtedness evidences by the Note executed in conjunction with the Agreement, shall continue to be secured by the Collateral, without interruption or impairment of any kind. 3. The Borrowers hereby agree to pay all reasonable attorney fees and legal expenses incurred by Agent in preparation, execution and implementation of this Amendment and any mortgages, deeds of trust, security agreements, pledge agreements or any amendments thereto. 4. This Amendment shall be construed in accordance with and governed by the laws of the State of Oklahoma, and shall be binding on and inure to the benefit of the Borrowers and Banks, and their respective successors and assigns. All obligations of the Borrowers under the Agreement and all rights of Banks and any other holder of the Notes, whether expressed herein or in any Note, shall be in addition to and not in limitation of those provided by applicable law. Borrowers irrevocably agree that, subject to Banks' sole election, all suits or proceedings arising from or related to the Agreement, as amended, or the Notes may be litigated in courts (whether State or Federal) sitting in Oklahoma City, Oklahoma, and the Borrower hereby irrevocably waives any objection to such jurisdiction and venue. 5. This Amendment may be executed in as many counterparts as are deemed necessary or convenient, and it shall not be necessary for the signature of more than any one party to appear on any single counterpart. Each counterpart shall be deemed an original, but all shall be construed together as one and the same instrument. The failure of any party to sign shall not affect or limit the liability of any party executing any such counterpart. BORROWER: CONTINENTAL RESOURCES, INC., an Oklahoma corporation XXXXXX XXXX By: Xxxxxx Xxxx Title: President CONTINENTAL GAS, INC., an Oklahoma corporation XXXXX XXXXXX By: Xxxxx Xxxxxx Title: President BANKS: MIDFIRST BANK
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OTHER COVENANTS AND MISCELLANEOUS TERMS. 1. As additional consideration and in addition to interest on the Note, Borrower hereby agrees to pay Bank by August 1, 1999, a fee for this amendment (the "Amendment Fee") in the amount of $25,000.00. 2. Borrower shall use the funds advanced by Xxx X. Xxxxxxxxx, Xx. for the express and exclusive purposes of (i) $375,000.00 to purchase the ownership interest of Xxxx Xxxxxxxxx in Borrower; and (ii) at least $200,000.00 for (A) recompletion costs/expenses, (B) reducing accounts payable aged sixty (60) days or greater and/or (C) making payment of past due interest owed to Bank. 3. Except as expressly amended and supplemented hereby, the Agreement shall remain unchanged and in full force and effect, and the same is hereby ratified and extended. 4. The obligations described in the Agreement, as amended hereby, including but not limited to the indebtedness evidenced by the Note executed in conjunction with the Agreement, shall continue to be secured by the Collateral, without interruption or impairment of any kind. 5. Borrower agrees to execute such additional mortgages, deeds of trust and/or amendments to such documents already in place as Bank deems necessary to adequately secure the loan at any time and from time to time hereafter. 6. The Borrower hereby agrees to pay all reasonable attorney fees and legal expenses incurred by Bank in preparation, execution and implementation of this Amendment, the Replacement Note, and any mortgages, guaranty agreements, subordination agreements, deeds of trust, security agreements, pledge agreements or any amendments thereto. 7. This Amendment shall be construed in accordance with and governed by the laws of the State of Oklahoma, and shall be binding on and inure to the benefit of the Borrower and Bank, and their respective successors and assigns. All obligations of the Borrower under the Agreement and all rights of Bank and any other holder of the Notes, whether expressed herein or in any Note, shall be in addition to and not in limitation of those provided by applicable law. Borrower irrevocably agrees that, subject to Bank's sole election, all suits or proceedings arising from or related to the Agreement, as amended, or the Notes may be litigated in courts (whether State or Federal) sitting in Oklahoma City, Oklahoma, and the Borrower hereby irrevocably waives any objection to such jurisdiction and venue. 8. This Amendment may be executed in as many counterparts as are deemed necessary or convenient, and it shall not be...
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OTHER COVENANTS AND MISCELLANEOUS TERMS. 1. This Amendment shall serve as notification to Borrowers that the Borrowing Base shall be increased to $12,500,000.00 which such amount shall remain in effect, subject to the Monthly Commitment Reductions, until the next Borrowing Base Determination. Until June 1, 2002, the Monthly Commitment Reduction shall be $0.00. On June 1, 2002 and July 1, 2002, the Monthly Commitment Reduction shall be $172,000.00. Beginning August 1, 2002 and continuing until the next Borrowing Base Determination, the Monthly Commitment Reduction shall be $172,000 plus any positive difference between $172,000.00 and 80% of the Net Cash Flow reported for the second month preceding the first day of each month. For the purposes of this definition, the term "Net Cash Flow" shall be defined as Net Income, as determined by GAAP, before income taxes plus non-cash expenses (depreciation, depletion, and amortization). 2. Borrowers hereby agree that notwithstanding any other purpose permitted by the Agreement, proceeds of this $2,500,000.00 increase to the Borrowing Base shall only be used to reduce outstanding accounts payable to include $801,051.18 owed to Xxxxxx Drilling USA, L.P and $324,184.63 owed to Xxxx Pressure Control, Inc. 3. Borrowers shall provide Bank with file stamped copies of those releases described in that certain letter agreement by and between Xxxxxx Drilling USA, L.P. and GMX Resources, Inc. dated June 3, 2002 within thirty (30) days of the date hereof; furthermore, Borrowers shall provide Bank with file stamped copies of those releases filed by Xxxx Pressure Control, Inc. 4. Bank hereby expressly waives, on a one-time basis, that default created by Borrowers' failure to comply with the Adjusted Current Ratio set forth at Section 7.1 of the Agreement for the quarterly periods ending December 31, 2001 and March 31, 2002, thereby creating a default pursuant to Section 9.1(f) of the Agreement. Further, Bank hereby expressly waives, on a one time basis, that default created by those certain Liens filed by Xxxxxx Drilling USA, L.P. and Xxxx Pressure Control, Inc. against certain of Borrowers' Oil and Gas Properties in violation of the covenant set forth at Section 8.3 of the Agreement, thereby creating a default pursuant to Section 9.1(f) of the Agreement. It is expressly intended that these waivers are provided on a one-time basis and are not meant to be continuing. This waiver does not waive any default not specifically listed above nor does it waive further violations o...
Sample 1
OTHER COVENANTS AND MISCELLANEOUS TERMS. 1. This provision shall serve as notice pursuant to Section 4(b) of the Agreement that from the date hereof through the next redetermination pursuant to said Section 4(b), the Borrowing Base shall be $25,000,000.00. 2. Except as expressly amended and supplemented hereby, the Agreement shall remain unchanged and in full force and effect, and the same is hereby ratified and extended. 3. The Borrower hereby agrees to pay all reasonable attorney fees and legal expenses incurred by Bank in preparation, execution and implementation of this Amendment and other Loan Documents executed in connection therewith. 4. This Amendment shall be construed in accordance with and governed by the laws of the State of Oklahoma, and shall be binding on and inure to the benefit of the Borrower and Bank, and their respective successors and assigns. All obligations of the Borrower under the Agreement and all rights of Bank and any other holder of the Notes, whether expressed herein or in any Note, shall be in addition to and not in limitation of those provided by applicable law. Borrower irrevocably agrees that, subject to Bank’s sole election, all suits or proceedings arising from or related to the Agreement, as amended, or the Note may be litigated in courts (whether State or Federal) sitting in Oklahoma City, Oklahoma, and the Borrower hereby irrevocably waives any objection to such jurisdiction and venue.
Sample 1
OTHER COVENANTS AND MISCELLANEOUS TERMS. 1. Except as expressly amended and supplemented hereby, the Agreement shall remain unchanged and in full force and effect, and the same is hereby ratified and extended. 2. Borrower shall provide Lender with a final unqualified audit of its Financial Statement for the fiscal year ending December 31, 1998 by February 29, 2000. Borrower's failure to so provide this unqualified audit shall constitute an Event of Default under the Agreement. 3. In consideration for extending the Commitment, Borrower agrees to pay to Lender a Commitment Fee in the amount of $44,510.00, which equates to one quarter of one percent (.25%) of the new Borrowing Base. The payment of such fee shall be made by Borrower no later than July 1, 2000. Borrower's failure to make this payment shall constitute an Event of Default under the Agreement.
Sample 1

Related to OTHER COVENANTS AND MISCELLANEOUS TERMS

  • Miscellaneous Covenants The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks or their representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any loss payable to the Secured Party to the extent of its interest; (viii) from time to time execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

  • Other Miscellaneous Terms The provisions of Article IX (General Provisions) of the Merger Agreement shall apply mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment.

  • Miscellaneous Terms The term "or" is disjunctive; the term "and" is conjunctive. The term "shall" is mandatory; the term "may" is permissive. Masculine terms also apply to females; feminine terms also apply to males. The term "including" is by way of example and not limitation.

  • Miscellaneous Terms and Conditions 11.1 Nothing contained in this Amendment shall be deemed: (a) to obligate Verizon to offer or provide unbundled access to any UNE (whether as a stand-alone UNE, as part of a combination, or otherwise) that was not already available to Customer under the Agreements prior to this Amendment, (b) to obligate Verizon to offer or provide unbundled access at rates prescribed under Section 251(c)(3) of the Act to any facility that is or becomes a Discontinued UNE, whether as a stand-alone UNE, as part of a combination, or otherwise or (c) to limit any right of Verizon under the Agreement (independent of this Amendment), any Verizon tariff or SGAT, or otherwise, to cease providing a Discontinued UNE, whether as a stand-alone facility, as part of a combination, or otherwise. 11.2 Notwithstanding any other provision of the Agreement, and without limiting any existing rights Verizon may have to cease providing UNEs that are discontinued under Applicable Law, in the event that the FCC determines or has determined (whether by forbearance of existing rules, a rule change or otherwise) that Verizon is not required to provide any UNEs contained in the Amended Agreements beyond the UNEs specifically addressed in this Amendment, then Verizon (to the extent it has not already done so prior to execution of this Amendment) may implement such discontinuation by notifying Customer and/or by publishing notice of such discontinuation on Verizon’s wholesale website, and no amendment to the Amended Agreement shall be required for such purposes. Any such notice that Verizon issues (or has issued) shall address, among other things, the date on which new orders are disallowed and any transition period that is required for the embedded base (which shall be at least 90 (ninety) days unless the FCC requires a longer transition period for the embedded base). After the end of any such transition period, Customer’s embedded base of the subject UNE will be treated as a Discontinued UNE under Section 10 above.

  • Other Covenants and Agreements (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (b) (Confidentiality; Public Announcements) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder acknowledges and agrees that Parent and the other Parent Parties are entering into the Merger Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub would not have entered into or agreed to consummate the transactions contemplated by the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

  • Miscellaneous Provisions The following miscellaneous provisions are a part of this Agreement:

  • Governing Law and Miscellaneous Provisions The provisions of Article 7 of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.

  • Term of Agreement Miscellaneous A. This Agreement shall continue in force until the date that all Indemnified Obligations have been paid or discharged. B. This Agreement shall be interpreted and the rights and liabilities of the parties hereto determined in accordance with the laws of the State of Arizona. C. This Agreement contains all the terms and conditions of the agreement between the Indemnitee and Indemnitor. The terms and provisions of this Agreement may not be waived, altered, modified or amended except in writing duly executed by the party to be charged thereby. D. Any notice shall be directed to the parties at the following addresses: If to Indemnitor: InnSuites Hospitality Trust 0000 X. Xxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 Attention: President with a copy to: Xxxxx X. Xxxxxxx, Esq. Xxxxxxxx Xxxx LLP 0000 Xxx Xxxxxx 000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000 If to the Indemnitee: with a copy to: E. None of the parties to this Agreement shall have the right to assign, transfer, convey, and/or otherwise sell (or enter into any agreement to do the same), directly or indirectly, any interest it may have in or under this Agreement without first having obtained the written consent of the other party, which consent may be withheld in such other party’s sole and absolute discretion. F. Neither this Agreement nor any term hereof may be changed, waived, discharged, or terminated orally, but only by an instrument in writing signed by the party against whom the enforcement of the change, waiver, discharge, or termination is sought or, in the case of a default, by the non-defaulting party. G. The captions and article headings included in this Agreement are for convenience only, do not constitute part of this Agreement, and shall not be considered or referred to in interpreting the provisions of this Agreement. H. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. The submission of a signature page transmitted by facsimile (or similar electronic transmission facility) shall be considered as an “original” signature page for purposes of this Agreement so long as the original signature page is thereafter transmitted by mail or by other delivery service and the original signature page is substituted for the facsimile signature page in the original and duplicate originals of this Agreement.

  • Performance of Agreements and Covenants Each and all of the agreements and covenants of Buyer to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.

  • Miscellaneous Provision It is hereby understood that, to be entitled to the benefits under this Agreement, the MEMBER hereby waives his/her consent to the disclosure and processing of his/her medical/health information which is determinative for the assessment of his/her coverage and necessary for the treatment of his/her illness. MediCard, its Medical Service Units/Teams and its Accredited Hospitals/Clinics are hereby released from any liability by reason of such disclosure.

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