Preservation and Disposition of Collateral Sample Clauses
Preservation and Disposition of Collateral. Debtor represents, warrants and covenants as follows:
(a) except for the Permitted Liens, Debtor shall keep the Collateral free from any and all liens, security interests, encumbrances, claims and interests. Debtor shall advise Secured Party promptly, in writing and in reasonable detail, of any lien except those permitted by the Debenture;
(b) Debtor shall not sell or otherwise dispose of the Collateral; provided, however, that until an Event of Default, Debtor may use the Equipment and Inventory in any lawful manner not inconsistent with this Agreement or with the terms or conditions of any policy of insurance thereon and may also sell or otherwise dispose of the Collateral in the ordinary course of Debtor's business. A sale in the ordinary course of business shall not include a transfer in partial or total satisfaction of a debt;
(c) Debtor shall keep the Collateral in good condition (normal wear and tear excepted) and shall not misuse, abuse, secrete, waste or destroy any of the same;
(d) Debtor shall not use the Collateral in material violation of any statute, ordinance, regulation, rule, decree or order;
(e) Debtor shall pay promptly when due all taxes, assessments, charges or levies upon the Collateral or in respect to the income or profits therefrom, except that no such charge need be paid if:
(i) the validity thereof is being contested in good faith by appropriate proceedings;
(ii) such proceedings do not involve any danger of sale, forfeiture or loss of any Collateral or any interest therein; and
(iii) such charge is adequately reserved against in accordance with generally accepted accounting principles; and
(f) upon failure of Debtor to procure any required insurance or to remove any prohibited encumbrance upon the Collateral or if any policy providing any required insurance is canceled, Secured Party may procure such insurance or remove any encumbrance on the Collateral and any amounts expended by Secured Party for such purposes shall be immediately due and payable by Debtor to Secured Party and shall be added to and become a part of the Obligations secured hereby and shall bear interest at the rate applicable in the Note.
Preservation and Disposition of Collateral. (a) Debtor shall not spend, withdraw, reduce, pledge, transfer, assign or otherwise dispose of the Account or any portion thereof. Bank shall be entitled to condition withdraws from the Account upon the receipt of such matters as it may reasonably request, including, but not limited to, evidence that Debtor is in full compliance with each of the terms and conditions of, and that no Event of Default exists under that certain Master Letter of Credit Facility Agreement dated as of July 27, 2009 (the "Credit Agreement"), evidencing the Obligations.
(b) Debtor shall advise Bank promptly, in writing and in reasonable detail, (i) of any material encumbrance upon or claim asserted against any of the Collateral; and (ii) of the occurrence of any event that would have a material effect upon the aggregate value of the Collateral or upon the security interest of Bank.
(c) At its option, Bank may discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or arising in connection with the Collateral. Debtor agrees to reimburse Bank upon demand for any payment made or any expense incurred (including reasonable attorneys' fees to the extent permitted by law) by Bank pursuant to the foregoing authorization. Should Debtor fail to pay said sum to Bank upon demand, interest shall accrue thereon, from the date of demand until paid in full, at the highest rate set forth in any document or instrument evidencing any of the Obligations.
Preservation and Disposition of Collateral. (a) Other than as specified in the sentence immediately following this sentence, prior to the placement of any Collateral in or upon any real property which the Company has leased or mortgaged, the Company shall have obtained a waiver from the lessor and/or the mortgagee, as the case may be, with respect to the rights (whether present or future) of the lessor or mortgagee with respect to that Collateral. The Bank agrees that the Company shall use its best efforts to obtain a waiver from Southwest Business Center, Ltd., as lessor, with respect to the Premises located at 156 X. Xxxxxxx Xxxx, Xxxxxxx, Xxxx, xxthin twenty (20) days of the Closing Date. The Company shall advise the Bank promptly, in writing and in reasonable detail, (i) of any material encumbrance or claim asserted against any of the Collateral; (ii) of any material change in the composition of the Collateral; and (iii) of the occurrence of any other event that would have a material adverse effect upon the aggregate value of the Collateral or upon the security interest of the Bank; (b) the Company shall not sell or otherwise dispose of the Collateral, except that the Company may sell or otherwise dispose of Inventory in the ordinary course of its business, other non-Inventory assets reasonably determined by the Company not to be useful to the Company's business because of obsolescence, and pursuant to the Cross License Agreement; (c) the Company shall keep the Collateral in good condition and shall not misuse, abuse, secrete, waste, or destroy any of the same; (d) the Company shall not use the Collateral in violation of any statute, ordinance, regulation, rule, decree, or order; (e) the Company shall pay promptly when due all taxes, assessments, charges, or levies upon the Collateral or in respect to the income or profits therefrom (except those taxes contested by the Company in good faith in appropriate proceedings); (f) the Company will not accept any drafts or trade acceptances against the Collateral; and (g) at its option, the Bank may discharge taxes, liens, security interests, or other encumbrances at any time levied or placed on the Collateral and may pay for the maintenance and preservation of the Collateral. The Company agrees to reimburse the Bank upon demand for any payment made or any expense incurred (including reasonable
Preservation and Disposition of Collateral. The Borrower shall (a) obtain, prior to the placement of any Collateral in or upon any leased or mortgaged real property, a waiver from the lessor and/or the mortgagee, as the case may be, with respect to the rights (whether present or future) of the lessor or mortgagee with respect to that Collateral; (b) advise the Bank promptly, in writing and in reasonable detail, (i) of any material encumbrance or claim asserted against any of the Collateral; (ii) of any material change in the composition of the Collateral; and (iii) of the occurrence of any other event that would have a material adverse effect upon the aggregate value of the Collateral or upon the security interest of the Bank; (c) not sell or otherwise dispose of the Collateral, except for the Inventory as otherwise permitted by this Agreement; (d) keep the Collateral in good condition and shall not misuse, abuse, secrete, waste or destroy any of the same; and (e) not use the Collateral in violation of any statute, ordinance, regulation, rule, decree or order; (f) not permit to become liens or encumbrances any taxes, assessments, charges or levies upon the Accounts or the Inventory or in respect to the income or profits therefrom. At its option, the Bank may discharge taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral and may pay for the maintenance and preservation of the Collateral. The Borrower agrees to reimburse the Bank upon demand for any payment made or any expense incurred (including reasonable attorneys' fees) by the Bank pursuant to the foregoing authorization. Should said sum not be paid to the Bank upon demand, interest shall accrue thereon, from the date of demand until paid in full, at the highest rate set forth in any document or instrument evidencing any of the Obligations.
Preservation and Disposition of Collateral. (a) Debtor shall advise Bank promptly, in writing and in reasonable detail, (i) of any material encumbrance upon or claim asserted against any of the Collateral; (ii) of any material change in the composition of the Collateral; and (iii) of the occurrence of any other event that would have a material effect upon the aggregate value of the Collateral or upon the security interest of Bank.
(b) Debtor shall not sell or otherwise dispose of the Collateral.
(c) Debtor shall not use the Collateral in violation of any statute, ordinance, regulation, rule, decree or order.
(d) Debtor shall pay promptly when due all taxes, assessments, charges or levies upon the Collateral or in respect to the income or profits therefrom, except that no such charge need be paid if (i) the validity thereof is being contested in good faith by appropriate proceedings; (ii) such proceedings do not involve any danger of sale, forfeiture or loss of any Collateral or any interest therein; and (iii) such charge is adequately reserved against in accordance with generally accepted accounting principles.
(e) At its option, Bank may discharge taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral. Debtor agrees to reimburse Bank upon demand for any payment made or any expense incurred (including reasonable attorneys' fees to the extent permitted by law) by Bank pursuant to the foregoing authorization. Should Debtor fail to pay said sum to Bank upon demand, interest shall accrue thereon, from the date of demand until paid in full, at the highest rate set forth in any document or instrument evidencing any of the Obligations.
Preservation and Disposition of Collateral. (a) Prior to the placement of any Collateral in or upon any real property which the Borrower has leased or mortgaged, the Borrower shall have obtained a waiver from the lessee, with respect to the rights (whether present or future) of the lessee or mortgagee with respect to that Collateral. The Borrower shall advise the Huntington promptly, in writing and in reasonable detail, (i) of any material encumbrance or claim asserted against any of the Collateral; (ii) of any material change in the composition of the Collateral; and (iii) of the occurrence of any other event that would have a material adverse effect upon the aggregate value of the Collateral or upon the security interest of the Huntington;
(b) the Borrower shall not sell or otherwise dispose of the Collateral, except that the Borrower may sell or otherwise dispose of the Inventory in the ordinary course of its business; (c) the Borrower shall keep the Collateral in good condition and shall not misuse, abuse, secrete, waste or destroy any of the same;
Preservation and Disposition of Collateral. 11 4.10 Extensions and Compromises ................................................................ 11 4.11
Preservation and Disposition of Collateral. (a) Debtor shall advise the Secured Party promptly, in writing and in reasonable detail, of any material encumbrance upon or claim asserted against any of the Collateral, of any material change in the composition of the Collateral and of the occurrence of any other event that would have a material effect upon the aggregate value of the Collateral or upon the security interest of the Secured Party.
(b) Debtor shall not sell or otherwise dispose of the Collateral other than the stock of Integrated Provider Networks, Inc., Doctors Health Plan, Inc., Better Health Plan, Inc., Medstaff National Medical Staffing or the Sunlife business units to a third party pursuant to arm's length negotiations, except in the ordinary course of Debtor's business and annual dispositions not to exceed One Million Five Hundred Thousand Dollars ($1,500,000) in the aggregate per year.
(c) Debtor shall not use the Collateral in material violation of any statute, ordinance, regulation, rule, decree or order. Debtor shall pay and/or satisfy any charges or levies upon the Collateral or in respect to the income of profits therefrom, except that no such charge need be paid if the validity thereof is being contested in good faith by appropriate proceedings and if such proceedings do not involve any danger of sale, forfeiture or loss of any Collateral or any interest therein.
Preservation and Disposition of Collateral. (a) Subject to the exceptions provided in Xxxxxxx 0, Xxxxxx shall not spend, withdraw, reduce, pledge, transfer, assign or otherwise dispose of the Collateral or any portion thereof.
(b) Debtor shall advise Agent promptly, in writing and in reasonable detail, (i) of any material encumbrance upon or claim asserted against any of the Collateral and (ii) of the occurrence of any event that would have a material effect upon the aggregate value of the Collateral or upon the security interest of Agent.
(c) At its option, Agent may discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or arising in connection with the Collateral. Debtor agrees to reimburse Agent upon demand for any payment made or any expense incurred (including reasonable attorneys’ fees) by Agent pursuant to the foregoing authorization. Should Debtor fail to pay said sum to Agent upon demand, interest shall accrue thereon, from the date of demand until paid in full, at the highest rate set forth in any document or instrument evidencing any of the Guaranteed Obligations.
Preservation and Disposition of Collateral. 9 3.7 Extensions and Compromises ................................ 10 3.8 Financing-Statements; Lien Notation ....................... 10 3.9 Bank's Appointment as Attorney-in-Fact .................... 10