Covenants of Grantor. For the purpose of further securing the indebtedness secured hereby and for the protection of the security of this Security Deed, for so long as the indebtedness secured hereby or any part thereof remains unpaid, Grantor covenants and agrees as follows:
Covenants of Grantor. (a) Grantor agrees in general: (i) to pay Indebtedness secured hereby when due; (ii) to indemnify Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to permit Bank to exercise its powers; (iv) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests contemplated hereby; (v) not to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Bank prior written notice thereof; (vi) not to change the places where Grantor keeps any Collateral or Grantor’s records concerning the Collateral and Proceeds without giving Bank prior written notice of the address to which Grantor is moving same; and (vii) to cooperate with Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Bank deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder.
(b) Grantor agrees with regard to the Collateral and Proceeds, unless Bank agrees otherwise in writing: (i) that Bank is authorized to file financing statements in the name of Grantor to perfect Bank’s security interest in Collateral and Proceeds; (ii) not to permit any lien on the Collateral or Proceeds, except in favor of Bank; (iii) not to sell, hypothecate or otherwise dispose of, nor permit the transfer by operation of law of, any of the Collateral or Proceeds or any interest therein, nor withdraw any funds from any deposit account pledged to Bank hereunder; (iv) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Bank to inspect the same and make copies thereof at any reasonable time; (v) if requested by Bank, to receive and use reasonable diligence to collect Proceeds, in trust and as the property of Bank, and to immediately endorse as appropriate and deliver such Proceeds to Bank daily in the exact form in which they are received together with a collection report in form satisfactory to Bank; (vi) in the event Bank elects to receive payments of Proceeds hereunder, to pay all expenses incurred by Bank in connection therewith, including expenses of accounting, correspondence, collection efforts, filing, recording, record keeping and expenses incidental thereto; (vii)...
Covenants of Grantor. Grantor represents, except as known by Beneficiary or its affiliates to the contrary, or disclosed to Beneficiary in connection with the sale of the Mortgaged Property to Grantor, and Grantor covenants and agrees as follows:
Covenants of Grantor. Grantor covenants and agrees with the Trustee, Collateral Agent and Holders, or any successor in title as holder of the Obligations secured hereby, as follows:
Covenants of Grantor. Grantor covenants and agrees to:
Covenants of Grantor. Grantor, for Grantor and Grantor’s successors, covenants and agrees, unless otherwise specifically permitted or allowed in the Loan Agreement, to:
Covenants of Grantor. Grantor covenants and agrees with Lender that unless approved by Lender:
a. Grantor shall not sell, assign (by operation of law or otherwise), or otherwise transfer any of the Collateral, or attempt or contract to do so, or grant any option with respect to any of the Collateral, except Inventory in the ordinary course of business.
b. Grantor shall not change its name, identity or corporate structure in any manner, nor change its jurisdiction of organization, relocate its chief executive office, principal place of business or its principal records with respect to the Collateral, or allow the relocation of any Collateral, in each case without thirty (30) days' prior written notice to the lender except for the proposed merger with Ardent Pharmaceuticals, Inc.
c. Grantor shall not, directly or indirectly, create or permit to exist any lien upon or with respect to any of the Collateral, and shall defend the Collateral against, and take such other action as is necessary to remove, any lien on the Collateral, except for the lien created hereby and any Permitted Liens.
d. Grantor shall maintain all tangible Collateral in good condition and repair, ordinary wear and tear excepted.
e. Grantor shall maintain on the Collateral property damage and liability insurance in such amounts, against such risks, and in such forms and with such companies as are customarily maintained by businesses similar to Grantor. Each such policy shall not be materially altered or canceled, and the coverage will not be materially reduced, in any case, without at least thirty (30) days' prior written notice to the Lender. Grantor shall provide the Lender with satisfactory evidence of such insurance coverage at the request of the Lender.
f. Grantor shall promptly pay when due all property and other taxes, assessments and government charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith and by appropriate proceedings and adequate reserves are being maintained in connection therewith; provided that this Section 7(f) shall not apply to claims for labor, materials or supplies which Payee consents in writing shall be excluded herewith, notwithstanding that such claims, if unpaid, might become a lien or charge upon such properties or any part thereof.
g. Grantor shall keep and maintain at its own cost and expense satisfactory and reasonably complete records...
Covenants of Grantor. Section 1.01. (a) Warranty of Title; Power and Authority..............................4 (b) Hazardous Materials.................................................5 (c) Flood Hazard Area...................................................5 Section 1.02. (a) Further Assurances..................................................6 (b) Information Reporting and Back-up Withholding.......................6 Section 1.03. (a) Filing and Recording of Documents...................................6 (b) Filing and Recording Fees and Other Charges.........................6 Section 1.04. Payment and Performance of Loan Documents.................................7 Section 1.05. Maintenance of Existence; Compliance with Laws............................7 Section 1.06. After-Acquired Property...................................................7 Section 1.07. (a) Payment of Taxes and Other Charges..................................7 (b) Payment of Mechanics and Materialmen................................8 (c)
Covenants of Grantor. In addition to its other agreements and covenants herein, Grantor agrees:
(a) that it shall not sell or transfer the Option Shares and at all times shall maintain the Option Shares free from any and all claims, liens, pledges, encumbrances or security interests of any kind or nature whatsoever (collectively, "Liens");
(b) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by Grantor;
(c) promptly to take all action as may from time to time be required in order to permit the Holder to exercise the Option and Grantor to duly and effectively transfer the Option Shares;
(d) Upon execution of this Option or within ten (10) business days thereof, deliver to Xxxxxxxx, Loop & Xxxxxxxx, LLP ("SLK"), Grantee's counsel, all certificates for the Option Shares to be held in escrow by such law firm throughout the Option Period. Each of Grantee and Grantor shall execute and deliver to SLK an escrow agreement (the "Escrow Agreement") in form and substance acceptable to SLK in its sole discretion. SLK shall not charge any fees for its escrow services but shall be entitled to appropriate indemnification. The Escrow Agreement further shall provide for the return of all stock certificates to Granter upon expiration of the Option Period if the Option has not been exercised with respect to shares represented by such certificates. Despite the escrow of certificates representing Grantor's interests in the Option Shares, Grantor shall retain all rights to both vote and receive dividends, if any, with respect to the Option Shares until such time, if ever, as the Option is exercised with respect to such shares.
(e) During the Option Period and for a period of twenty-four (24) months thereafter, neither Grantor nor any of its affiliates shall, either directly or indirectly, acquire any Common Stock, any interests in any Common Stock, or any options, warrants or other rights to acquire any interests in any Common Stock; provided, however, affiliates of Grantor may acquire any shares of Common Stock or rights to acquire Common Stock to which such affiliates may from time to time become entitled to receive directly from the Company as compensation for services. Notwithstanding the foregoing, following the Option Period, Grantor and/or its affiliate...
Covenants of Grantor. The Grantor covenants and agrees with the Lender as follows.
