SBIC Covenants Sample Clauses

SBIC Covenants. (a) The Company acknowledges that each Purchaser that is an SBIC Investor is subject to regulation by the SBA as a small business investment company. (b) As a result of the SBIC Investor’s status as Federal licensee, the Company covenants and agrees that, for a period of one year after the Closing Date, the Company shall not make a material change in its primary business activity by becoming involved in real estate financing, project financing, farm land purchasing, relender or reinvestor financing, foreign investment and other businesses as described in 13 C.F.R. Section 107.720, which would make it ineligible for financing as a portfolio company by a small business investment company under 13 C.F.R. Section 107.760(b), a regulation promulgated by the SBA. (c) The Company covenants and agrees that proceeds from the SBIC Investor for its purchase of Series D Preferred Stock will be used for working capital purposes or to otherwise finance the growth, modernization or expansion of the Company. The Company shall provide the SBIC Investor and the SBA reasonable access to the Company’s books and records for the purpose of confirming the use of such proceeds. (d) The Company shall provide the SBIC Investor with sufficient information to permit such SBIC Investor to comply with its obligations under the Small Business Act, provided, however that the SBIC Investor agrees that it will protect any information which the Company labels as confidential to the extent permitted by law. For a period of two (2) years following the Closing Date, any submission of financial information under Sections 7.21 and 7.22 to the SBIC Investor shall be accompanied by a certificate of the president, chief executive officer, treasurer or chief financial officer, which certificate shall state that the Company is not in material default under any of its covenants set forth in this Section 7.29.
Sample 1
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SBIC Covenants. (a) So long as any SBIC Investor holds any securities of the Company, the Company will at all times comply with the non-discrimination requirements of 13 C.F.R. Parts 112, 113 and 117. (b) Within forty-five (45) days after the end of each fiscal year of the Company and at such other times as an SBIC Investor may reasonably request, the Company shall deliver to each SBIC Investor a written assessment, in form and substance satisfactory to such SBIC Investor, of the economic impact of such SBIC Investor’s financing specifying the full-time equivalent jobs created or retained in connection with such investment, and the impact of the financing on the Company’s business in terms of profits and on taxes paid by the Company and its employees. Upon request, the Company agrees to promptly provide each SBIC Investor with sufficient information to permit such SBIC Investor to comply with their obligations under the Small Business Investment Act of 1958, as amended, and the regulations promulgated thereunder and related thereto. Any submission of any financial information under this Section shall include a certificate of the Company’s president, chief executive officer, treasurer or chief financial officer.
Sample 1Sample 2
SBIC Covenants. (a) The Company acknowledges that Liberty Ventures I, L.P. (the "SBIC Investor") is a Federal licensee under the Small Business Investment Act of 1958, as amended (the "Small Business Act"), and, as such, is subject to regulation by the United States Small Business Administration (the "SBA") as a small business investment company. (b) The Company covenants and agrees that for a period of one year after the Closing Date (as such term is defined in the Purchase Agreement), the Company shall not make a material change in its primary business activity which would make it ineligible for financing as a portfolio company by a small business investment company under 13 C.F.R. Section 107.760(b), a regulation promulgated by the SBA. In the event that the Company breaches the foregoing covenant, the Company agrees that, subject to applicable law, the SBIC Investor shall be authorized to rescind its purchases of Series C Stock and to return such shares to the Company in exchange for reimbursement by the Company of the entire purchase price paid for such shares. (c) The Company covenants and agrees that proceeds from the SBIC Investor from its purchase of Series C Stock, Series D Stock and Series E Stock has been or will be used for working capital purposes or to otherwise finance the growth, modernization or expansion of the Company. The Company shall provide the SBIC Investor and the SBA reasonable access to the Company's books and records for the purpose of confirming the use of such proceeds. (d) The Company shall provide the SBIC Investor with sufficient information to permit such Investor to comply with its obligations under the Small Business Act; provided, however, that the SBIC Investor agrees that it will protect any information which the Company labels as confidential to the extent permitted by law. For a period of two (2) years following the Closing Date, any submission of financial information under Sections 3.1(b) and 3.1(c) to the SBIC Investor shall be accompanied by a certificate of the president, chief executive officer, treasurer or chief financial officer of the Company, which certificate shall state that the Company is not in material default under any of its covenants set forth in this Section 3.
Sample 1
SBIC Covenants. (a) Without the consent of each SBIC Lender, the Borrower will not issue securities to any SBIC in the future if such issuance would cause such SBIC Lender to be deemed to be a member of an “Investor Group” in “Control” of the Borrower (as such terms are defined in 13 C.F.R. § 107.865). (b) The Borrower shall permit representatives of each SBIC Lender reasonable access to the Borrower’s records. Upon the request of an SBIC Lender or any of its affiliates, the Borrower will furnish to such person all information reasonably requested by it in order for it to comply with its record keeping, reporting and other obligations under the SBIA or any SBIC Regulation. (c) For a period of one year following the date hereof, the Borrower will not change its business activity if such change would render the Borrower ineligible to receive financial assistance from an SBIC under the SBIA and the regulations thereunder (within the meanings of 13 C.F.R. §§ 107.720 and 107.760(b)). (d) The Borrower will at all times comply with the non-discrimination requirements of 13 C.F.R., Parts 112, 113 and 117.
Sample 1
SBIC Covenants. (a) Without the consent of each Investor that is a Small Business Investment Company ("SBIC") licensed by the United States Small Business Administration (each an "SBIC Investor"), the Company will not issue securities to any SBIC in the future if such issuance would cause such SBIC Investor to be deemed to be a member of an "Investor Group" in "Control" of the Company (as such terms are defined in 13 CFR ss. 107.865). (b) The Company shall permit representatives of the Small Business Administration and each SBIC Investor access to the Company's records. Upon the request of an SBIC Investor or any of its affiliates, the Company will furnish to such person all information reasonably requested by it in order for it to comply with its recordkeeping, reporting and other obligations under the SBIA or any SBIC Regulation. (c) For a period of one year following the last Closing hereunder, neither the Company nor any of its Subsidiaries (if any) will change its business activity if such change would render the Company ineligible to receive financial assistance from an SBIC under the SBIA and the regulations thereunder (within the meanings of 13 CFR xx.xx. 107.720 and 107.760(b)). (d) The Company will at all times comply with the non-discrimination requirements of 13 C.F.R., Parts 112, 113 and 117.
Sample 1
SBIC Covenants. The Company acknowledges that each Purchaser that is an SBIC Investor is subject to regulation by the SBA as a small business investment company.
Sample 1
SBIC Covenants. (a) The Company will provide to each Investor that is a Small Business Investment Company (an "SBIC") (upon reasonable notice and during normal business hours) and the U.S. Small Business Administration access to the Company's books and records for the purpose of confirming the use of the proceeds provided by such SBIC pursuant to this Agreement and for all other purposes required by the U.S. Small Business Administration. Upon the request of an SBIC, the Company will promptly provide to such SBIC and the U.S. Small Business Administration a certificate of the chief financial officer (or other executive officer) of the Company verifying the use of such proceeds and certifying compliance by the Company with the provisions of Section 2.31 of this Purchase Agreement and paragraph (b) below. (b) For a period of one year following the date hereof, the Company will not change its business activity if such change would cause the Company to be engaged in a business activity that would render the Company ineligible as a "Small Business" under the Small Business Investment Act of 1958, as amended, and the regulations thereunder. (c) The Company will at all times comply with the non-discrimination requirements of Parts 112, 113 and 117 of Title 13 of the United States Code of Federal Regulations. (d) Upon the request of an SBIC, the Company promptly (and in any event within twenty (20) days of such request) will provide to such SBIC an assessment, in form and substance satisfactory to such SBIC, of the economic impact of the financing provided by such SBIC, specifying the full-time equivalent jobs created or retained, the impact of the financing on the Company's business, in terms of expanded revenue and profits, and on taxes paid by the business and its employees. Upon the request of an SBIC, the Company promptly (and in any event within twenty (20) days of such request) will furnish to such SBIC all information requested by such SBIC in order for it to prepare and file SBA Form 468 or any other filing required to be filed by such SBIC. (e) The Company promptly will provide to each SBIC such financial statements and other information as such SBIC may from time to time reasonably request for the purpose of assessing the financial condition of the Company and complying with any requirements of any governmental agency asserting jurisdiction over such SBIC. (f) Without the consent of each SBIC Investor, the Company will not issue Securities to any SBIC in the future if ...
Sample 1
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SBIC Covenants. (a) Without the consent of each Investor that is a Small Business Investment Company (“SBIC”) licensed by the United States Small Business Administration (each an “SBIC Investor”), the Company will not issue securities to any SBIC in the future if such issuance would cause such SBIC Investor to be deemed to be a member of an “Investor Group” in “Control” of the Company (as such terms are defined in 13 CFR § 107.865). (b) The Company shall permit representatives of the Small Business Administration and each SBIC Investor access to the Company’s records. Upon the request of an SBIC Investor or any of its affiliates, the Company will furnish to such person all information reasonably requested by it in order for it to comply with its recordkeeping, reporting and other obligations under the SBIA or any SBIC Regulation. (c) The Company will at all times comply with the non-discrimination requirements of 13 C.F.R., Parts 112, 113 and 117.
Sample 1

Related to SBIC Covenants

  • Specific Covenants The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11 or 6.12 or Article VII; or

  • Joint Covenants Buyer and Seller hereby covenant and agree as follows:

  • Operating Covenants From the Execution Date until the Closing or, if earlier, the termination of this Agreement as contemplated hereby, except (t) as required by this Agreement or any other Transaction Document, (u) as required by any lease, Contract, or instrument listed on any Annex, Disclosure Schedule or Schedule, as applicable, (v) as required by any Applicable Law or any Governmental Authority (including by order or directive of the Bankruptcy Court or fiduciary duty of the board of managers of any Seller or its Affiliates) or any requirements or limitations resulting from the Bankruptcy Cases, (w) to the extent related solely to Excluded Assets and/or Excluded Liabilities, (x) for renewal of expiring insurance coverage in the Ordinary Course of Business, (y) for emergency operations or (z) as otherwise consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) Sellers will: (i) subject to any Bankruptcy Court order to the contrary, operate the Assets in the Ordinary Course of Business; (ii) maintain or cause its Affiliates to maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices; (iii) give written notice to Buyer as soon as is practicable of any material damage or casualty to or destruction or condemnation of any Asset of which Sellers have Knowledge; (iv) use reasonable best efforts to maintain insurance coverage on the Assets in the amounts and types described on Disclosure Schedule 3.10; and (v) use commercially reasonable efforts to maintain or cause its Affiliates to maintain all Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; and (b) no Seller shall: (i) sell, lease or otherwise transfer any Asset, or otherwise voluntarily divest or relinquish any right or asset, other than (A) sales or other dispositions of materials, supplies, machinery, equipment, improvements or other personal property or fixtures in the Ordinary Course of Business which have been replaced with an item of substantially equal suitability and (B) dispositions of Excluded Assets; (ii) enter into any material Contract that if entered into prior to the Execution Date would be required to be listed in Disclosure Schedule 3.05(a) other than (A) Contracts of the type described in Section 3.05(a)(iii) and Section 3.05(a)(viii) entered into in the Ordinary Course of Business (provided that Sellers shall use commercially reasonable efforts to notify Buyer of the terms of any such Contract prior to the execution thereof), (B) confidentiality agreements entered into in accordance with the Bid Procedures Order, (C) contracts or agreements entered into in connection with the Bankruptcy Cases (including any in connection with an Alternative Transaction) and (D) Contracts that would not adversely affect the Assets in any material respect; (iii) amend or modify in any material respect or terminate any Purchased Contract (other than termination or expiration in accordance with its terms) or any Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; (iv) change the methods of accounting or accounting practice by Sellers, except as required by concurrent changes in Applicable Law or GAAP as agreed to by its independent public accountants; or (v) to the extent any of the following would reasonably have the effect of increasing the Non-Income Tax liability of Buyer for any period after the Closing Date, (A) make any settlement of or compromise any Non-Income Tax liability with respect to the Assets, (B) change any Non-Income Tax election or Non-Income Tax method of accounting or make any new Non-Income Tax election or adopt any new Non-Income Tax method of accounting with respect to the Assets; (C) surrender any right to claim a refund of Non-Income Taxes with respect to the Assets; or (D) consent to any extension or waiver of the limitation period applicable to any Non-Income Tax claim or assessment with respect to the Assets.

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be “conditions” as well as “covenants” as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

  • Interim Covenants (a) Except with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), as otherwise contemplated or permitted by this Agreement or as required by the Bankruptcy Code or other applicable Law, during the period prior to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From the date hereof through the Closing Date, or as otherwise required by applicable Law, Seller shall use commercially reasonable efforts to: (i) maintain the Purchased Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in respect of the Purchased Assets; (ii) preserve intact the Yu-Gi-Oh! Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations; (iii) upon any damage, destruction or loss to any Purchased Asset, apply any insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law; (iv) promptly advise Purchaser in writing of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse Change; and (v) consult with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, Seller shall not, without the prior written consent of Purchaser: (i) enter into, terminate or amend or reject any of the Transferred Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, transfer or otherwise dispose of any of the Purchased Assets; (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) dispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (vii) subject any Purchased Assets to any Liens; (viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assets; or (ix) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoing. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Agreements.

  • Equipment Covenants With respect to the Equipment: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, at any time or times as Agent may request after the occurrence and during the continuance of an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall use commercially reasonable efforts to keep the Equipment in good order, repair and running (ordinary wear and tear excepted); (c) Borrowers and Guarantors shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of Borrowers and Guarantors in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any of the Equipment to be or become a part of or affixed to real property; and (g) Borrowers and Guarantors assume all responsibility and liability arising from the use of the Equipment.

  • 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.

  • CONTINUING COVENANTS The Competitive Supplier agrees and covenants to perform each of the following obligations during the term of this ESA.

  • Parent Covenants Except as otherwise provided below, during the time period from the Agreement Date until the earlier to occur of (a) the Effective Time or (b) the termination of this Agreement in accordance with the provisions of Article 9, Parent covenants and agrees with the Company as follows:

  • TERMS, CONDITIONS AND COVENANTS In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

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