Covenants Clause Example with 10 Variations from Business Contracts
This page contains Covenants clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Covenants. The Grantor covenants as follows: (a) The Grantor will not, without providing at least 30 days' prior written notice to the Secured Party, change its legal name, identity, type of organization, jurisdiction of incorporation, corporate structure, or the location of its chief executive office or its principal place of business. The Grantor will, prior to any change described in the preceding sentence, take all actions reasonably requested by the Secured Party to maintain the perfection and priorit...y of the Secured Party's security interest in the Collateral. (b) The Collateral will be kept at the principal places of business of the Grantor and/or its subsidiaries, and the Grantor will not remove the Collateral from such locations without providing at least 30 days' prior written notice to the Secured Party. The Grantor will, prior to any change described in the preceding sentence, take all actions reasonably required by the Secured Party to maintain the perfection and priority of the Secured Party's security interest in the Collateral. (c) The Grantor shall, at its own cost and expense, defend title to the Collateral and the First Priority lien and security interest of the Secured Party therein against the claim of any person claiming against or through the Grantor and shall maintain and preserve such perfected First Priority security interest for so long as this Agreement shall remain in effect. The Grantor hereby agrees that it shall promptly notify the Secured Party upon obtaining information which would require any action in order to perfect or maintain the perfection of the Secured Party's security interest in the Collateral. 6 (d) The Grantor will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except with the prior written consent of the Secured Party or as otherwise permitted by the Purchase Agreement. (e) The Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon. The Grantor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located. Secured Party (through any of its officers, employees, or agents) shall have the right, at any reasonable time, from time to time hereafter to otherwise examine the books, records, and assets of, and inspect any of the property, locations or operations of the Grantor from time to time, and to discuss the affairs, finances and books and records of the Grantor with its officers and employees. (f) The Grantor will pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement except as provided in the Purchase Agreement. (g) The Grantor will continue to operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. (h) The Grantor shall carry and maintain in full force and effect, at its own expense and with financially sound and reputable insurance companies, insurance with respect to the Collateral in such amounts, with such deductibles and covering such risks as is customarily carried by companies engaged in the same or similar businesses and owning similar properties in the localities where the Grantor operates. All such insurance shall (i) name the Secured Party as loss payee (to the extent covering risk of loss or damage to tangible property) and as an additional named insured as its interests may appear (to the extent covering any other risk), (ii) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Secured Party of written notice thereof and (iii) be reasonably satisfactory in all other respects to Secured Party.View More
Variations of a "Covenants" Clause from Business Contracts
Covenants. The Each Grantor covenants as follows: (a) The No Grantor will not, will, without providing at least 30 days' prior written notice to the Secured Party, Agent, change its legal name, identity, type of organization, jurisdiction of incorporation, organization, corporate structure, or the location of its chief executive office or its principal place of business. The Grantor business or its organizational identification number. Grantors will, prior to any change described in the preceding sentence,... take all actions reasonably requested by the Secured Party Agent to maintain the perfection and priority of the Secured Party's security interest Agent's Lien in the Collateral. (b) The Collateral Grantors will be kept keep the Collateral, to the extent not delivered to Agent pursuant to Section 4, at the principal places of business of the Grantor and/or its subsidiaries, those locations listed on Schedule 3 attached hereto and the no Grantor will not remove the Collateral from such locations without providing at least 30 10 days' prior written notice to the Secured Party. The Grantor will, prior to any change described Agent except for (a) vehicles and equipment out for repair or in service in the preceding sentence, take all actions reasonably required by the Secured Party to maintain the perfection and priority of the Secured Party's security interest field, (b) inventory in transit in the Collateral. ordinary course of business, and (c) The Grantor shall, Collateral that has been replaced, used and otherwise consumed in the ordinary course of business. (c) Grantors will, at its own their sole cost and expense, defend title to the Collateral and the First Priority lien and security interest Lien of the Secured Party Agent therein against the claim of any person claiming against or through the Grantor Grantors and shall maintain and preserve such perfected First Priority security interest Lien for so long as this Agreement shall remain in effect. The Grantor hereby agrees that it shall promptly notify the Secured Party upon obtaining information which would require any action in order to perfect or maintain the perfection of the Secured Party's security interest in the Collateral. 6 (d) The Grantor Grantors will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, Lien, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except with the prior written consent for Permitted Liens. 7 (e) Grantors will not sell, lease, or otherwise dispose of any of the Secured Party Collateral except for in the ordinary course of business or as otherwise permitted by the Purchase Agreement. (e) The Grantor Notes Amendment Documents. (f) Grantors will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon. The Grantor Grantors will permit the Secured Party, Agent, or its designee, to inspect the Collateral at any reasonable time, wherever located. Secured Party (through any of its officers, employees, or agents) shall have the right, at any reasonable time, from time to time hereafter to otherwise examine the books, records, and assets of, and inspect any of the property, locations or operations of the Grantor from time to time, and to discuss the affairs, finances and books and records of the Grantor with its officers and employees. (f) The Grantor (g) Grantors will pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement except as provided in the Purchase Agreement. (g) The Grantor (h) Grantors will continue to operate its their business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. (h) The Grantor shall carry and maintain in full force and effect, at its own expense and with financially sound and reputable insurance companies, insurance with respect to the Collateral in such amounts, with such deductibles and covering such risks as is customarily carried by companies engaged in the same or similar businesses and owning similar properties in the localities where the Grantor operates. All such insurance shall (i) name the Secured Party as loss payee (to the extent covering risk of loss or damage to tangible property) and as an additional named insured as its interests may appear (to the extent covering any other risk), (ii) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Secured Party of written notice thereof and (iii) be reasonably satisfactory in all other respects to Secured Party.View More
Covenants. The Grantor covenants as follows: (a) The Grantor will not, without providing at least 30 days' prior written notice to the Secured Party, Agent, change its legal name, identity, type of organization, jurisdiction of incorporation, organization, corporate structure, or the location of its chief executive office or its principal place of business. The business or its organizational identification number. Grantor will, prior to any change described in the preceding sentence, take all actions reaso...nably requested by the Secured Party Agent to maintain the perfection and priority of the Secured Party's security interest Agent's Lien in the Collateral. (b) The Collateral Grantor will be kept keep the Collateral, to the extent not delivered to Agent pursuant to Section 4, at the principal places of business of the Grantor and/or its subsidiaries, those locations listed on Schedule 3 attached hereto and the Grantor will not remove the Collateral from such locations without providing at least 30 10 days' prior written notice to Agent except for (a) vehicles and equipment out for repair or in service in the Secured Party. The field, and (b) inventory in transit in the ordinary course of business. (c) Grantor will, prior to any change described in the preceding sentence, take all actions reasonably required by the Secured Party to maintain the perfection and priority of the Secured Party's security interest in the Collateral. (c) The Grantor shall, at its own cost and expense, defend title to the Collateral and the First Priority lien and security interest Lien of the Secured Party Agent therein against the claim of any person claiming against or through the Grantor and shall maintain and preserve such perfected First Priority security interest Lien for so long as this Agreement shall remain in effect. The Grantor hereby agrees that it shall promptly notify the Secured Party upon obtaining information which would require any action in order to perfect or maintain the perfection of the Secured Party's security interest in the Collateral. 6 (d) The Grantor will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, Lien, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except with the prior written consent for Permitted Liens. (e) Grantor will not sell, lease, or otherwise dispose of any of the Secured Party Collateral except for in the ordinary course of business or as otherwise permitted by the Purchase Agreement. (e) The Notes Amendment Documents. (f) Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon. The Grantor will permit the Secured Party, Agent, or its designee, to inspect the Collateral at any reasonable time, wherever located. Secured Party (through any of its officers, employees, or agents) shall have the right, at any reasonable time, from time to time hereafter to otherwise examine the books, records, and assets of, and inspect any of the property, locations or operations of the Grantor from time to time, and to discuss the affairs, finances and books and records of the Grantor with its officers and employees. (f) The (g) Grantor will pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement except as provided in the Purchase Agreement. (g) The (h) Grantor will continue to operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. (h) The Grantor shall carry and maintain in full force and effect, at its own expense and with financially sound and reputable insurance companies, insurance with respect to the Collateral in such amounts, with such deductibles and covering such risks as is customarily carried by companies engaged in the same or similar businesses and owning similar properties in the localities where the Grantor operates. All such insurance shall (i) name the Secured Party as loss payee (to the extent covering risk of loss or damage to tangible property) and as an additional named insured as its interests may appear (to the extent covering any other risk), (ii) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Secured Party of written notice thereof and (iii) be reasonably satisfactory in all other respects to Secured Party.View More
Covenants. The Grantor covenants as follows: (a) The Grantor will not, without providing at least 30 days' prior written notice to the Secured Party, change its legal name, identity, type of organization, jurisdiction of incorporation, corporate structure, or the location of its chief executive office residence, or its principal place of business. The taxpayer identification number. Grantor will, prior to any change described in the preceding sentence, take all actions reasonably requested by the Secured P...arty to maintain the perfection and priority of the Secured Party's security interest in the Collateral. (b) The Collateral will be kept at the principal places of business of the Grantor and/or its subsidiaries, and the Grantor will not remove the Collateral from such locations without providing at least 30 days' prior written notice to the Secured Party. The Grantor will, prior to any change described in the preceding sentence, take all actions reasonably required by the Secured Party to maintain the perfection and priority of the Secured Party's security interest in the Collateral. (c) The Grantor shall, at its own cost and expense, defend title to the Collateral and the First Priority lien and security interest of the Secured Party therein against the claim of any person claiming against or through the Grantor and shall will maintain and preserve such perfected First Priority lien and security interest for so long as this Agreement shall remain remains in effect. The Grantor hereby agrees that it shall promptly notify the Secured Party upon obtaining information which would require any action in order to perfect or maintain the perfection of the Secured Party's security interest in the Collateral. 6 (d) The (c) Grantor will not sell, offer to sell, dispose of, convey, assign assign, or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit permit, or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except with the prior written consent of the Secured Party or as otherwise permitted by the Purchase Agreement. (e) The Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon. The Grantor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located. Secured Party (through any of its officers, employees, or agents) shall have the right, at any reasonable time, from time to time hereafter to otherwise examine the books, records, and assets of, and inspect any of the property, locations or operations of the Grantor from time to time, and to discuss the affairs, finances and books and records of the Grantor with its officers and employees. (f) The Party. (d) Grantor will pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement except as provided in the Purchase Agreement. (g) The Grantor will continue to operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. (h) The Grantor shall carry and maintain in full force and effect, at its own expense and with financially sound and reputable insurance companies, insurance with respect to the Collateral in such amounts, with such deductibles and covering such risks as is customarily carried by companies engaged in the same or similar businesses and owning similar properties in the localities where the Grantor operates. All such insurance shall (i) name the Secured Party as loss payee (to the extent covering risk of loss or damage to tangible property) and as an additional named insured as its interests may appear (to the extent covering any other risk), (ii) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Secured Party of written notice thereof and (iii) be reasonably satisfactory in all other respects to Secured Party.View More
Covenants. The Grantor covenants as follows: (a) The Grantor will not, without providing at least 30 days' prior written notice to the Secured Party, change its legal name, identity, type of organization, jurisdiction of incorporation, organization, corporate structure, or the location of its chief executive office or its principal place of business. The business or its organizational identification number. Grantor will, prior to any change described in the preceding sentence, take all actions reasonably r...equested by the Secured Party to maintain the perfection and priority of the Secured Party's security interest Lien in the Collateral. (b) The Collateral Grantor will be kept keep the Collateral, to the extent not delivered to Secured Party pursuant to Section 4, at the principal places of business of the Grantor and/or its subsidiaries, those locations listed on Schedule 3 attached hereto and the Grantor will not remove the Collateral from such locations without providing at least 30 10 days' prior written notice to Secured Party except for (a) vehicles and equipment out for repair or in service in the Secured Party. The field, and (b) inventory in transit in the ordinary course of business. (c) Grantor will, prior to any change described in the preceding sentence, take all actions reasonably required by the Secured Party to maintain the perfection and priority of the Secured Party's security interest in the Collateral. (c) The Grantor shall, at its own cost and expense, defend title to the Collateral and the First Priority lien and security interest Lien of the Secured Party therein against the claim of any person claiming against or through the Grantor and shall maintain and preserve such perfected First Priority security interest Lien for so long as this Agreement shall remain in effect. The Grantor hereby agrees that it shall promptly notify the Secured Party upon obtaining information which would require any action in order to perfect or maintain the perfection of the Secured Party's security interest in the Collateral. 6 (d) The Grantor will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, Lien, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except with the prior written consent for Permitted Liens. (e) Grantor will not sell, lease, or otherwise dispose of any of the Secured Party Collateral except for in the ordinary course of business or as otherwise permitted by the Purchase Agreement. (e) The Guaranty. (f) Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon. The Grantor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located. Secured Party (through any of its officers, employees, or agents) shall have the right, at any reasonable time, from time to time hereafter to otherwise examine the books, records, and assets of, and inspect any of the property, locations or operations of the Grantor from time to time, and to discuss the affairs, finances and books and records of the Grantor with its officers and employees. (f) The (g) Grantor will pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement except as provided in the Purchase Agreement. (g) The (h) Grantor will continue to operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. (h) The Grantor shall carry and maintain in full force and effect, at its own expense and with financially sound and reputable insurance companies, insurance with respect to the Collateral in such amounts, with such deductibles and covering such risks as is customarily carried by companies engaged in the same or similar businesses and owning similar properties in the localities where the Grantor operates. All such insurance shall (i) name the Secured Party as loss payee (to the extent covering risk of loss or damage to tangible property) and as an additional named insured as its interests may appear (to the extent covering any other risk), (ii) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Secured Party of written notice thereof and (iii) be reasonably satisfactory in all other respects to Secured Party.View More
Covenants. The Grantor covenants as follows: (a) The Grantor will shall not, without providing at least 30 thirty (30) days' prior written notice to the each Secured Party, change its legal name, identity, type of organization, jurisdiction of incorporation, organization, corporate structure, or the location of its chief executive office or its principal place of business. business or its organizational identification number. The Grantor will, prior to any change described in the preceding sentence, take a...ll actions reasonably requested by the a Secured Party to maintain the perfection and priority of the Secured Party's Parties' security interest in the Collateral. (b) The Collateral will be kept at the principal places of business of the Grantor and/or its subsidiaries, and the Grantor will not remove the Collateral from such locations without providing at least 30 days' prior written notice to the Secured Party. The Grantor will, prior to any change described in the preceding sentence, take all actions reasonably required by the Secured Party to maintain the perfection and priority of the Secured Party's security interest in the Collateral. (c) The Grantor shall, at its own cost and expense, defend title to the Collateral and the First Priority lien and security interest of the each Secured Party therein against the claim of any person claiming against or through the Grantor (except the other Secured Party) and shall maintain and preserve such perfected First Priority security interest for so long as this Agreement shall remain in effect. (c) The Grantor hereby agrees that it shall promptly notify the Secured Party upon obtaining information which would require any action in order to perfect or maintain the perfection of the Secured Party's security interest in the Collateral. 6 (d) The Grantor will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except with the prior written consent of the Secured Party or as otherwise permitted by the Purchase Agreement. (e) therein. (d) The Grantor will shall keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon. The Grantor will permit the Secured Party, Parties, or its designee, their designees, to inspect the Collateral at any reasonable time, wherever located. Secured Party (through any of its officers, employees, or agents) shall have the right, at any reasonable time, from time to time hereafter to otherwise examine the books, records, and assets of, and inspect any of the property, locations or operations of the Grantor from time to time, and to discuss the affairs, finances and books and records of the Grantor with its officers and employees. (f) (e) The Grantor will shall pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement except as provided in the Purchase Agreement. (g) The Grantor will continue to operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. (h) The Grantor shall carry and maintain in full force and effect, at its own expense and with financially sound and reputable insurance companies, insurance with respect to the Collateral in such amounts, with such deductibles and covering such risks as is customarily carried by companies engaged in the same or similar businesses and owning similar properties in the localities where the Grantor operates. All such insurance shall (i) name the Secured Party as loss payee (to the extent covering risk of loss or damage to tangible property) and as an additional named insured as its interests may appear (to the extent covering any other risk), (ii) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Secured Party of written notice thereof and (iii) be reasonably satisfactory in all other respects to Secured Party.View More
Covenants. The Grantor covenants as follows: (a) The (a)The Grantor will not, without providing at least 30 days' prior written notice to the Secured Party, change its legal name, identity, type of organization, jurisdiction of incorporation, organization, corporate structure, or the location of its chief executive office or its principal place of business. business or its organizational identification number. The Grantor will, prior to any change described in the preceding sentence, take all actions reaso...nably requested by the Secured Party to maintain the perfection and priority of the Secured Party's security interest in the Collateral. (b) The Collateral (b)The Collateral, to the extent not delivered to the Secured Party pursuant to Section 4, will be kept at those locations listed on the principal places of business of the Grantor and/or its subsidiaries, Perfection Certificate and the Grantor will not remove the Collateral from such locations without providing at least 30 days' prior written notice to the Secured Party. The Grantor will, prior to any change described in the preceding sentence, take all actions reasonably required by the Secured Party to maintain the perfection and priority of the Secured Party's security interest in the Collateral. (c) The (c)The Grantor shall, at its own cost and expense, defend title to the Collateral and the First Priority lien and security interest of the Secured Party therein against the claim of any person claiming against or through the Grantor and shall 6 maintain and preserve such perfected First Priority security interest for so long as this Agreement shall remain in effect. The Grantor hereby agrees that it shall promptly notify the Secured Party upon obtaining information which would require any action in order to perfect or maintain the perfection of the Secured Party's security interest in the Collateral. 6 (d) The (d)The Grantor will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except as expressly provided for in the Notes or with the prior written consent of the Secured Party or as otherwise permitted by the Purchase Agreement. (e) The Party. (e)The Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon. The Grantor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located. Secured Party (through any of its officers, employees, or agents) shall have the right, at any reasonable time, from time to time hereafter to otherwise examine the books, records, and assets of, and inspect any of the property, locations or operations of the Grantor from time to time, and to discuss the affairs, finances and books and records of the Grantor with its officers and employees. (f) The (f)The Grantor will pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement except as provided in the Purchase Agreement. (g) The (g)The Grantor will continue to operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. (h) The Grantor shall carry and maintain in full force and effect, at its own expense and with financially sound and reputable insurance companies, insurance with respect to the Collateral in such amounts, with such deductibles and covering such risks as is customarily carried by companies engaged in the same or similar businesses and owning similar properties in the localities where the Grantor operates. All such insurance shall (i) name the Secured Party as loss payee (to the extent covering risk of loss or damage to tangible property) and as an additional named insured as its interests may appear (to the extent covering any other risk), (ii) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Secured Party of written notice thereof and (iii) be reasonably satisfactory in all other respects to Secured Party.View More
Covenants. The Grantor covenants as follows: (a) The Grantor will not, without providing at least 30 days' prior written notice to the Secured Party, change its legal name, identity, type of organization, jurisdiction of incorporation, organization, corporate structure, or the location of its chief executive office or its principal place of business. business or its organizational identification number. The Grantor will, prior to any change described in the preceding sentence, take all actions reasonably [...reasonably] requested by the Secured Party to maintain the perfection and priority of the Secured Party's security interest in the Collateral. (b) The Collateral Collateral, to the extent not delivered to the Secured Party pursuant to Section 4, will be kept at those locations listed on the principal places of business of the Grantor and/or its subsidiaries, Perfection Certificate and the Grantor will not remove the Collateral from such locations without providing at least 30 days' prior written notice to the Secured Party. The Grantor will, prior to any change described in the preceding sentence, take all actions reasonably required by the Secured Party to maintain the perfection and priority of the Secured Party's security interest in the Collateral. 6 (c) The Grantor shall, at its own cost and expense, defend title to the Collateral and the First Priority lien and security interest of the Secured Party therein against the claim of any person claiming against or through the Grantor and shall maintain and preserve such perfected First Priority security interest for so long as this Agreement shall remain in effect. The Grantor hereby agrees that it shall promptly notify the Secured Party upon obtaining information which would require any action in order to perfect or maintain the perfection of the Secured Party's security interest in the Collateral. 6 (d) The Grantor will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except as expressly provided for in the Note/herein or with the prior written consent of the Secured Party or as otherwise permitted by the Purchase Agreement. Party. (e) The Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon. The Grantor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located. Secured Party (through any of its officers, employees, or agents) shall have the right, at any reasonable time, from time to time hereafter to otherwise examine the books, records, and assets of, and inspect any of the property, locations or operations of the Grantor from time to time, and to discuss the affairs, finances and books and records of the Grantor with its officers and employees. (f) The Grantor will pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement except as provided in the Purchase Agreement. (g) The Grantor will continue to operate its business in compliance with all applicable laws, including, without limitation, (i) all applicable provisions of the federal Fair Labor Standards Act, as amended, and with (ii) all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. (h) The Grantor shall carry substances, and maintain in full force (iii) all applicable provisions of laws administered by and effect, at its own expense all regulations promulgated by the U.S. Food and with financially sound Drug Administration and reputable insurance companies, insurance with respect to all federal, state, municipal and foreign governmental authorities that regulate the Collateral in such amounts, with such deductibles and covering such risks as is customarily carried marketing, sale or manufacturing of the products sold, marketed or distributed by companies engaged in the same or similar businesses and owning similar properties in the localities where the Grantor operates. All such insurance shall (i) name the Secured Party as loss payee (to the extent covering risk or any of loss or damage to tangible property) and as an additional named insured as its interests may appear (to the extent covering any other risk), (ii) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Secured Party of written notice thereof and (iii) be reasonably satisfactory in all other respects to Secured Party. Subsidiaries. View More
Covenants. The Grantor covenants as follows: (a) The Grantor will not, without providing at least 30 days' prior written notice to the Secured Party, change its legal name, identity, type of organization, jurisdiction of incorporation, organization, corporate structure, or the location of its chief executive office or its principal place of business. business or its organizational identification number. The Grantor will, prior to any change described in the preceding sentence, take all actions reasonably r...equested by the Secured Party to maintain the perfection and priority of the Secured Party's security interest in the Collateral. 5 (b) The Collateral Collateral, to the extent not delivered to the Secured Party pursuant to Section 4, will be kept at those locations listed on the principal places of business of the Grantor and/or its subsidiaries, Perfection Certificate and the Grantor will not remove the Collateral from such locations without providing at least 30 days' prior written notice to the Secured Party. The Grantor will, prior to any change described in the preceding sentence, take all actions reasonably required by the Secured Party to maintain the perfection and priority of the Secured Party's security interest in the Collateral. (c) The Grantor shall, at its own cost and expense, defend title to the Collateral and the First Priority lien and security interest of the Secured Party therein against the claim of any person claiming against or through the Grantor and shall maintain and preserve such perfected First Priority security interest for so long as this Agreement shall remain in effect. The Grantor hereby agrees that it shall promptly notify the Secured Party upon obtaining information which would require any action in order to perfect or maintain the perfection of the Secured Party's security interest in the Collateral. 6 (d) The Grantor will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except as expressly provided for in the Notes or with the prior written consent of the Secured Party or as otherwise permitted by the Purchase Agreement. Party. (e) The Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon. The Grantor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located. Secured Party (through any of its officers, employees, or agents) shall have the right, at any reasonable time, from time to time hereafter to otherwise examine the books, records, and assets of, and inspect any of the property, locations or operations of the Grantor from time to time, and to discuss the affairs, finances and books and records of the Grantor with its officers and employees. (f) The Grantor will pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement except as provided in the Purchase Agreement. (g) The Grantor will continue to operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. (h) The Grantor shall carry and maintain in full force and effect, at its own expense and with financially sound and reputable insurance companies, insurance with respect to the Collateral in such amounts, with such deductibles and covering such risks as is customarily carried by companies engaged in the same or similar businesses and owning similar properties in the localities where the Grantor operates. All such insurance shall (i) name the Secured Party as loss payee (to the extent covering risk of loss or damage to tangible property) and as an additional named insured as its interests may appear (to the extent covering any other risk), (ii) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Secured Party of written notice thereof and (iii) be reasonably satisfactory in all other respects to Secured Party.View More
Covenants. The Grantor covenants as follows: (a) The Grantor will not, without providing at least 30 days' prior written notice to the Secured Party, Party and each Noteholder, change its legal name, identity, type of organization, jurisdiction of incorporation, organization, corporate structure, or the location of its chief executive office or its principal place of business. business or its organizational identification number. The Grantor will, prior to any change described in the preceding sentence, ta...ke all actions reasonably requested by the Secured Party to maintain the perfection and priority of the Secured Party's security interest in the Collateral. (b) The Collateral Collateral, to the extent not delivered to the Secured Party pursuant to Section 4, will be kept at those locations listed on the principal places of business of the Grantor and/or its subsidiaries, Perfection Certificate and the Grantor will not remove the Collateral from such locations without providing at least 30 days' prior written notice to the Secured Party. Party and each Noteholder. The Grantor will, prior to any change described in the preceding sentence, take all actions reasonably required by the Secured Party to maintain the perfection and priority of the Secured Party's security interest in the Collateral. (c) The Grantor shall, at its own cost and expense, defend title to the Collateral and the First Priority lien and security interest of the Secured Party therein against the claim of any person claiming against or through the Grantor and shall maintain and preserve such perfected First Priority security interest for so long as this Agreement shall remain in effect. The Grantor hereby agrees that it shall promptly notify the Secured Party upon obtaining information which would require any action in order to perfect or maintain the perfection of the Secured Party's security interest in the Collateral. 6 (d) The Grantor will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except with the prior written consent of the Secured Party or as otherwise permitted by the Purchase Agreement. therein. (e) The Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon. The Grantor will permit the Secured Party, Party or any Noteholder, or its designee, to inspect the Collateral at any reasonable time, wherever located. Secured Party (through any of its officers, employees, or agents) shall have the right, at any reasonable time, from time to time hereafter to otherwise examine the books, records, and assets of, and inspect any of the property, locations or operations of the Grantor from time to time, and to discuss the affairs, finances and books and records of the Grantor with its officers and employees. (f) The Grantor will pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement except as provided in the Purchase Agreement. (g) The Grantor will continue to operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. (h) 5 8. Secured Party Appointed Attorney-in-Fact. The Grantor shall carry and maintain in full force and effect, at its own expense and with financially sound and reputable insurance companies, insurance with respect to the Collateral in such amounts, with such deductibles and covering such risks as is customarily carried by companies engaged in the same or similar businesses and owning similar properties in the localities where the Grantor operates. All such insurance shall (i) name hereby appoints the Secured Party as loss payee (to the extent covering risk Grantor's attorney-in-fact, with full authority in the place and stead of loss the Grantor and in the name of the Grantor or damage otherwise, from time to tangible property) time during the continuance of an Event of Default in the Secured Party's discretion to take any action and as an additional named insured as its interests may appear (to the extent covering to execute any other risk), (ii) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of written notice thereof this Agreement (but the Secured Party shall not be obligated to and (iii) shall have no liability to the Grantor or any third party for failure to do so or take action). This appointment, being coupled with an interest, shall be reasonably satisfactory in irrevocable. The Grantor hereby ratifies all other respects that said attorneys shall lawfully do or cause to Secured Party. be done by virtue hereof. View More
Covenants. The Grantor covenants as follows: (a) The Grantor will not, without providing at least 30 days' prior written notice to the Secured Party, Party and each Noteholder, change its legal name, identity, type of organization, jurisdiction of incorporation, organization, corporate structure, or the location of its chief executive office or its principal place of business. business or its organizational identification number. The Grantor will, prior to any change described in the preceding sentence, ta...ke all actions reasonably requested by the Secured Party to maintain the perfection and priority of the Secured Party's security interest in the Collateral. (b) The Collateral Collateral, to the extent not delivered to the Secured Party pursuant to Section 4, will be kept at those locations listed on the principal places of business of the Grantor and/or its subsidiaries, Perfection Certificate and the Grantor will not remove the Collateral from such locations without providing at least 30 days' prior written notice to the Secured Party. Party and each Noteholder. The Grantor will, prior to any change described in the preceding sentence, take all actions reasonably required by the Secured Party to maintain the perfection and priority of the Secured Party's security interest in the Collateral. (c) The Grantor shall, at its own cost and expense, defend title to the Collateral and the First Priority lien and security interest of the Secured Party therein against the claim of any person claiming against or through the Grantor and shall maintain and preserve such perfected First Priority security interest for so long as this Agreement shall remain in effect. The Grantor hereby agrees that it shall promptly notify the Secured Party upon obtaining information which would require any action in order to perfect or maintain the perfection of the Secured Party's security interest (d) Except in the Collateral. 6 (d) The ordinary course of business, the Grantor will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except with the prior written consent of the Secured Party or as otherwise permitted by the Purchase Agreement. therein. (e) The Grantor will keep the Collateral in good order and repair repair, ordinary wear and tear excepted, and will not use the same in violation of law or any policy of insurance thereon. The Grantor will permit the Secured Party, Party or any Noteholder, or its designee, to inspect the Collateral at any reasonable time, wherever located. located, provided the Secured Party (through any of its officers, employees, or agents) shall have the right, at any reasonable time, from time to time hereafter to otherwise examine the books, records, and assets of, and inspect any of the property, locations or operations of such Noteholder has provided the Grantor from time to time, and to discuss at least two Business Days' prior written notice of such inspection. 5 (f) Except for amounts in good faith dispute, the affairs, finances and books and records of the Grantor with its officers and employees. (f) The Grantor will pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement except as provided in the Purchase Agreement. (g) The Grantor will continue to operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. (h) The Grantor shall carry and maintain in full force and effect, at its own expense and with financially sound and reputable insurance companies, insurance with respect to the Collateral in such amounts, with such deductibles and covering such risks as is customarily carried by companies engaged in the same or similar businesses and owning similar properties in the localities where the Grantor operates. All such insurance shall (i) name the Secured Party as loss payee (to the extent covering risk of loss or damage to tangible property) and as an additional named insured as its interests may appear (to the extent covering any other risk), (ii) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Secured Party of written notice thereof and (iii) be reasonably satisfactory in all other respects to Secured Party.View More
