Positive Covenants of the Borrower. The Borrower covenants and agrees that so long as any monies will be outstanding under this Agreement, it will:
(a) at all times maintain its corporate existence and the corporate existence of all of its Subsidiaries;
(b) duly perform its obligations under this Agreement and all other agreements and instruments executed and delivered hereunder or thereunder;
(c) promptly pay when due all agency or finders' fees incurred by the Borrower that are payable in connection with the Loan or this Agreement and indemnify and save harmless the Lender from all claims in respect of any such fees;
(d) carry on and conduct its business in a proper business-like manner in accordance with good business practice and will keep or cause to be kept proper books of account in accordance with generally accepted accounting principles;
(e) at all times comply with all applicable laws, except such voluntary non-compliance as shall, in its good faith business judgment, not have a material adverse effect on the business of the Borrower or any Subsidiary, taken as a whole;
(f) pay and discharge promptly when due, all taxes, assessments and other governmental charges or levies imposed upon it or upon its properties or assets or upon any part thereof, as well as all claims of any kind (including claims for labour, materials and supplies) which, if unpaid, would by law become a lien, charge, trust or other claims upon any such properties or assets, provided however that the Borrower shall not be required to pay any such tax, assessment, charge or levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings and if the Borrower shall have set aside on its books the reserve the extent required by generally accepted accounting principles in an amount which is reasonably adequate with respect thereto;
(g) furnish and give to the Lender within three (3) Business Days of filing on SEDAR copies of all documents or instruments publicly filed by the Borrower on SEDAR, together with such other reports, certificates, updated financial statements, including monthly internal financial and operational reports and documents and such other information with respect to the Borrower or the Subsidiaries as the Lender may request from time to time during the term of this Agreement;
(h) provide the Lender with written notice of any proposed financing made by or to the Borrower concurrently with, but not prior to, public disclosure of such ...
Positive Covenants of the Borrower. During the term of this Agreement, the Borrower covenants with each of the Lenders and the Agent that:
Positive Covenants of the Borrower a) Till the Final Settlement Date, the Borrower shall and shall ensure that each Obligor (wherever applicable):
(i) conduct its business with honesty, integrity, diligence and efficiency in compliance with applicable laws and regulations and to keep the Lender informed about major business developments as may occur from time to time;
(ii) ensure that the value of the Secured Assets does not diminish and shall maintain such value as may provide adequate security cover to the Lender to its satisfaction;
(iii) comply at all times with the Applicable Laws;
(iv) pay and shall procure that each Obligor shall pay all costs, charges, expenses, taxes and such other charges in accordance with the Applicable Laws;
(v) at all times, allow any Person authorized by the Lender to have free access to the office of the Borrower, and, or the Security for the purpose of inspection of its moveable and immoveable properties including the Secured Assets;
(vi) promptly give written notice to the Lender of (i) any dispute which might arise between an Obligor and any Person or any governmental body or authority relating to or concerning the business or the Securities; (ii) any distress or execution being levied against the Securities;
Positive Covenants of the Borrower. In addition to the covenants elsewhere in this Agreement, the Borrower covenants and agrees with the Lender that, at all times during the currency of this Agreement, it will:
(a) pay the principal sum, interest and all other monies required to be paid to the Lender pursuant to this Agreement in the manner set forth herein;
(b) duly observe and perform each and every of its covenants and agreements set forth in this Agreement, the Original Loan Agreement and the Lender's Security;
(c) provide the Lender with immediate notice of any Event of Default;
(d) maintain a Debt to Equity Ratio of not more than 2 to 1;
(e) furnish to the Lender within 120 days after the end of its fiscal year, non-qualified audited consolidated financial statements, consisting of a balance sheet, statements of profit and loss, source and use of funds, all prepared in accordance with generally accepted accounting principles consistently applied;
(f) furnish to the Lender, within 30 days of the end of each month:
(i) unaudited non-consolidated financial statements for the month, including a balance sheet and statement of profit and loss prepared in accordance with generally accepted accounting principles, consistently applied;
(ii) cost reports on active productions;
(iii) reports of aged accounts receivable and accounts payable; and
(iv) a copy of the Senior Lender's operating loan and margining report;
(g) furnish to the Lender, before the Borrower's fiscal year end, an annual business plan, operating budget, including monthly cash flows and capital budget, for the forthcoming fiscal year on a consolidated basis together with a multi-year general strategic plan;
(h) furnish to the Lender, within 60 days of the end of each fiscal quarter:
(i) a covenant compliance certificate and report on corporate activities signed by the Chief Executive Officer and Chief Financial Officer;
(ii) certificate of the Chief Financial Officer confirming that all applicable statutory filings have been made on a timely basis, including, without limitation, all federal and provincial tax credit filings; and
(iii) copies of all material, including quarterly consolidated financial statements, which the Borrower is required to send to its shareholders;
(i) hold a management meeting each month prior to the 23rd business day of each month, at which the Chief Executive Officer, President and Chief Financial Officer will present a review of the operational activities during the previous month;
(j) hold a meeting o...
Positive Covenants of the Borrower. So long as the Principal at Maturity or any other amount payable hereunder is outstanding and unpaid, and unless the Lender shall otherwise consent in writing, the Borrower hereby covenants that:
Positive Covenants of the Borrower. The Borrower covenants and agrees with each of the Lenders and the Administrative Agent as set forth in this Article 9, unless the Administrative Agent on behalf of the Majority Lenders otherwise consents in writing, each such covenant and agreement to remain in full force and effect for the term of this Agreement as provided in Section 14.9 or, in the case of provisions stated to survive termination of this Agreement as described in Section 14.9, until the discharge thereof by the Administrative Agent in writing. The covenants and agreements set forth in this Article 9 are without limitation to any covenants, undertakings or agreements elsewhere contained herein or in any of the other Loan Documents:
Positive Covenants of the Borrower. 7.1.1 During the term of this Agreement, the Borrower shall:
Positive Covenants of the Borrower. So long as any portion of the Loan and/or Interest shall remain unpaid, Borrower hereby covenants and agrees as follows:
Positive Covenants of the Borrower. So long as the Loan or any other amount payable hereunder is outstanding and unpaid, and unless the Lender shall otherwise consent in writing, the Borrower hereby covenants that:
Positive Covenants of the Borrower. The Borrower covenants and agrees that so long as any amount of the Outstanding Balance will be outstanding under this Agreement, it will:
(a) at all times maintain its corporate existence and the corporate existence of all other corporations owned or controlled by it that own assets material to the Borrower's business;
(b) duly perform its obligations under this Agreement, the and all other agreements and instruments executed and delivered hereunder or thereunder;
(c) carry on and conduct its business in a proper business-like manner in accordance with good business practice and will keep or cause to be kept proper books of account in accordance with generally accepted accounting principles; and
(d) furnish and give to the Lender (if such is the case) notice that there has occurred and is continuing an Event of Default (as defined herein) under this Agreement or any event which would constitute an Event of Default hereunder and specifying the same.
