PARENT GUARANTOR ADDITIONAL COVENANTS Sample Clauses

PARENT GUARANTOR ADDITIONAL COVENANTS. Each Parent Guarantor, on behalf of itself and its Non-Issuer Subsidiaries, hereby covenants as follows: (a) Each Parent Guarantor shall not declare or pay any dividend on, or make any distribution to the holders of, any shares of capital stock of such Parent Guarantor other than dividends or distributions payable in its capital stock (other than redeemable preferred stock which is mandatorily redeemable or which matures prior to the final maturity of the Securities), and each Parent Guarantor shall not, and shall not permit any Non-Issuer Subsidiary to repay, redeem or otherwise acquire or retire for value any shares of capital stock of such Parent Guarantor, and each Parent Guarantor shall not repay, redeem or otherwise acquire or retire for value or defease the TOPRS prior to its scheduled maturity or prior to any scheduled repayment of principal or sinking fund payment or make any loan or advance to or investment in any Affiliate other than any of its Subsidiaries (collectively, "Parent Restricted Payments") if (a) at the time of such declaration, payment, distribution, purchase, redemption, other acquisition, retirement, defeasance, loan or advance, a Default or an Event of Default shall have occurred and be continuing or (b) if, at the time of such Parent Restricted Payment, and after giving effect thereto, the aggregate amount expended for all such Parent Restricted Payments (including, without limitation, the aggregate amount of Parent Restricted Payments on Golden Books Family Entertainment, Inc.'s Series B Preferred Stock, No Par Value, on and after the Effective Date) subsequent to the Effective Date shall exceed the sum of (i) 25% of Consolidated Net Income of Parent Guarantor (minus 100% if such Consolidated Net Income is negative) subsequent to the Effective Date, as determined in accordance with generally accepted accounting principles in effect on the Effective Date; and (ii) the aggregate net proceeds, including cash and the fair market value of property other than cash (as determined by the Board of Directors, whose determination shall be evidenced by a Board Resolution filed with the Trustee), received by such Parent Guarantor from any Person other than a Subsidiary from the issue or sale, subsequent to the Effective Date, of capital stock (other than redeemable preferred stock which is mandatorily redeemable or which matures prior to the final maturity of the Securities) of Parent Guarantor including any such shares issued upon exercise...
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Related to PARENT GUARANTOR ADDITIONAL COVENANTS

  • Certain Additional Covenants (a) Aradigm shall pay all royalties or other sums that Aradigm may owe to any THIRD PARTY by virtue of its activities under this Agreement, and shall perform and observe all of the other material obligations under all present and future agreements between Aradigm and any THIRD PARTY that are in any way related to Aradigm's ability to grant the rights Aradigm has granted to SB under this Agreement or to Aradigm's ability to perform its obligations to SB under this Agreement. In the event that Aradigm receives notice from any such THIRD PARTY that Aradigm has committed a breach of its obligations under any such agreement, or if Aradigm anticipates such breach, which breach may give rise to a right by such THIRD PARTY to terminate or materially diminish Aradigm's rights to PATENTS and/or INFORMATION in the FIELD licensed to Aradigm, which PATENTS and/or INFORMATION are sublicensed to SB hereunder, or otherwise to diminish materially Aradigm's ability to perform its obligations to SB under this Agreement, Aradigm shall immediately notify SB of such situation, and Aradigm shall promptly cure such breach. However, if Aradigm is unable to cure such breach, Aradigm shall, to the extent possible, permit SB to cure such breach on Aradigm's behalf. (b) SB shall pay all royalties or other sums that SB may owe to any THIRD PARTY by virtue of its activities under this Agreement, and shall perform and observe all of the other material obligations under all present and future agreements between SB and any THIRD PARTY that are in any way related to SB's ability to perform its obligations to Aradigm under this Agreement. In the event that SB receives notice from any such THIRD PARTY that SB has committed a breach of its obligations under any such agreement, or if SB anticipates such breach, which breach may give rise to a right by such THIRD PARTY to terminate or materially diminish SB's rights under such agreement or otherwise to diminish materially SB's ability to perform its obligations to SB under this Agreement, SB shall immediately notify Aradigm of such situation, and SB shall promptly cure such breach. However, if SB is unable to cure such breach, SB shall, to the extent possible, permit Aradigm to cure such breach on SB's behalf. (c) Aradigm agrees that Aradigm and its AFFILIATES shall not knowingly conduct any development work, either themselves or in conjunction with any other licensees or partners, on the AERx DEVICE or DRUG PRODUCTS for use outside the FIELD; provided that the foregoing shall not be interpreted to prevent Aradigm or its AFFILIATES or other licensees from developing other Aradigm pulmonary drug delivery products, including products based on the AERx design or technology, for use outside the FIELD and shall not limit Aradigm's rights under Section 2.9.

  • Additional Covenants The Company covenants and agrees with the Agent as follows, in addition to any other covenants and agreements made elsewhere in this Agreement:

  • Collateral Covenants Until the Revolving Credit Facility has been terminated and all the Secured Obligations have been paid in full, unless the Required Lenders shall otherwise consent in the manner provided in Section 15.9:

  • FINANCIAL COVENANTS OF THE BORROWER The Borrower covenants and agrees that, so long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note is outstanding or any Bank has any obligation to make any Loans or the Agent has any obligation to issue, extend or renew any Letters of Credit:

  • Additional Covenant In Section 4 add a new paragraph as follows:

  • Additional Covenants of the Company The Company further covenants and agrees with each Underwriter as follows:

  • Financial Covenants of Borrower In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. Dated: ____________________

  • Certain Financial Covenants In addition to the covenants described in Section 5.1 and Section 5.2, so long as any Commitment remains in effect, any Advance is outstanding or any amount is owing to any Lender hereunder or under any other Loan Document, the Borrower will perform and comply with each of the covenants set forth on Schedule VI.

  • Environmental Covenant Each of Holdco and Borrower shall, and shall cause each of their respective Subsidiaries to: (a) comply in all material respects with all Environmental Laws and Environmental Permits applicable to its operations, facilities and properties; conduct all Response Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party shall be required to undertake any Response Action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP; and keep the Administrative Agent reasonably informed of known, potential and alleged Environmental Liability and actions taken to address such Environmental Liability, except for such Environmental Liability and responsive actions that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (b) at the written request of the Administrative Agent or the Requisite Lenders, upon their reasonable belief that Borrower has breached any representation or warranty or covenant in this Agreement relating to Environmental Laws, which request shall specify in reasonable detail the basis therefor, provide, at such Person’s sole cost and expense, an environmental site assessment report (which may include where appropriate testing and sampling, inter alia, sampling of soil and groundwater) concerning such matter, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material and the potential cost of any Remedial Action in connection with such Hazardous Material on, at, under or emanating from such property pursuant to Environmental Law; provided that such request may be made only (i) if an Event of Default has occurred and is continuing or (ii) circumstances exist that could reasonably be expected to form the basis of an Environmental Liability that could reasonably be expected to have a Material Adverse Effect individually or in the aggregate with other Environmental Liabilities (in such events as are listed in this paragraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If any Person fails to provide such a report within 45 days after such request was made, the Administrative Agent may order the same, and such Person shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment in a reasonable manner, all at such Person’s sole cost and expense; and (c) promptly, from time to time, provide such information and certifications which the Administrative Agent may reasonably request to evidence compliance with this Section 5.06.

  • Special Covenants If any Company shall fail or omit to perform and observe Section 5.7, 5.8, 5.9, 5.11, 5.12, 5.13 or 5.15 hereof.

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