Covenants Contract Clauses (4,152)

Covenants. Until the fulfillment of all of Borrower's obligations under the Loan Documents, unless Lender otherwise consents in writing, Borrower shall perform and comply with the following covenants: (a) Borrower shall not sell, transfer, assign, distribute, mortgage, pledge, or otherwise dispose of any of its assets or properties (or any interest therein). (b) Borrower shall comply in all material respects with all Requirements. (c) Borrower shall not create, incur, assume or suffer to exist any Lien aga...inst any of Borrower's assets or properties except for the Liens granted to Lender under the Security Agreement. (d) Borrower shall not incur, assume, or suffer to exist any indebtedness for borrowed money other than trade payables incurred in the ordinary course of business. (e) Borrower shall promptly provide Lender such information regarding the assets, properties, business, affairs, and financial condition of Borrower as Lender may reasonably request from time to time. (f) Borrower shall promptly (but in no event later than 7 days after the occurrence thereof) notify Lender of, (i) any material adverse change in Borrower's financial condition, (ii) any default under any agreement, contract or other instrument to which Borrower is a party or by which any of Borrower's assets or properties are bound, or any acceleration of the maturity of any indebtedness, (iii) any claim against or affecting Borrower or Borrower's assets or property, (iv) the commencement of, and any determination in, any litigation with any third party or any proceeding before any Governmental Authority affecting Borrower, and (v) any violations or alleged violations by Borrower of any Requirement. (g) Borrower shall furnish to Lender immediately upon becoming aware of the existence of any condition or event which constitutes an Event of Default, or an event which, with notice or lapse of time, would become an Event of Default, notice specifying the nature and period of existence thereof and the action which Borrower is taking or proposes to take with respect thereto. (h) Borrower shall not terminate its existence (which includes a trust revocation), dissolve, merge, change its state of formation, change its legal organizational structure, or undertake any similar transaction. 4 9. Events of Default and Remedies. The occurrence of any of the following shall constitute an "Event of Default" hereunder: (a) the failure of Borrower to make any payment of interest or principal within 3 Business Days of the date when due hereunder; (b) if any representation, warranty, statement, or certification made by Borrower in any Loan Document proves to have been incorrect in any material respect at the time of making or issuance thereof; (c) if Borrower defaults under, or in the observance or performance of, any of the covenants and agreements contained in any Loan Document, subject in each case to a notice and cure period of 10 Business Days but only if such default is reasonably capable of cure; or (d) Borrower shall (i) voluntarily seek, consent to, acquiesce in the benefit or benefits of any Debtor Relief Law or (ii) become party to (or be made the subject of) any proceeding provided by any Debtor Relief Law, other than as a creditor or claimant (unless in the event such proceeding is involuntary, the petition instituting the same is dismissed within sixty (60) days of the filing of same. Upon the occurrence of an Event of Default and at any time thereafter during the continuance of such Event of Default, Lender may at its option, by written notice to Borrower (a) declare the entire principal amount of this Note, together with all accrued interest thereon and all other amounts payable under this Note, immediately due and payable, whereupon the same shall immediately become due and payable without any present, demand, protest, notice of protest, notice of intent to accelerate, notice of acceleration, or any notice of any kind, all of which are hereby waived to the fullest extent permitted by law) and/or (b) exercise any or all of its rights, powers, or remedies under the Loan Documents or applicable law; provided, however that, if an Event of Default described in Section 9.4(d) shall occur, the principal of and accrued interest on this Note shall become immediately due and payable without any notice, declaration, or other act on the part of Lender. View More

Covenants. (a)The Corporation covenants that (i) so long as any Shares evidenced hereby remain outstanding, it shall reserve and there shall remain unissued out of its authorized capital a sufficient number of Shares to satisfy the right of purchase provided for herein should the Holder determine to exercise its rights in respect of all the Shares available for purchase and issuance under outstanding Warrants, and (ii) all Shares which shall be issued upon the due exercise of the right to purchase provided... for herein, upon payment therefor of the amount at which such Shares may at the time be purchased pursuant to the provisions hereof, shall, in respect of the Shares, be issued as fully paid and non-assessable class B subordinate voting shares in the capital of the Corporation be validly issued, free of all liens, charges and encumbrances; and (b)the Corporation shall use commercially reasonable efforts to preserve and maintain its corporate existence. -4- 15. Representations and Warranties. The Corporation hereby represents and warrants with and to the Holder that the Corporation is duly authorized and has the corporate and lawful power and authority to create and issue this Warrant certificate and the Shares issuable upon the exercise hereof and perform its obligations hereunder and that this Warrant certificate represents a valid, legal and binding obligation of the Corporation enforceable in accordance with its terms. View More

Covenants. A. Use of Proceeds. The Borrower has used the net cash proceeds loaned to Borrower pursuant to this Note for working capital. B. Compliance with Agreements. The Borrower shall perform and observe, or cause to be performed or observed, as the case may be, all of the provisions in its certificate of incorporation, its bylaws, and the obligations pursuant to the terms, agreements and covenants of this Note and all documents and agreements executed or delivered in connection with this Note. The Borr...ower expressly represents that Borrower has the full power and authority to deliver the Note, that the Note has been duly authorized, executed and delivered by the Borrower, and Borrower's obligations under the Note are legal, valid, binding and enforceable, absolute and unconditional. C. Preservation of Corporate Existence and Business. The Borrower shall use best efforts to preserve intact its present business organization, rights and privileges and present goodwill and, to the best of its ability, its relationships existing with other parties and shall at all times cause to be done all things necessary to maintain, preserve, and renew its corporate existence and shall observe and conform with all valid requirements of all governmental authorities relating to the conduct of the business of the Borrower, the failure of which would have a material adverse effect upon the Borrower's business or financial condition. The Borrower shall maintain and keep in force all material licenses, permits and agreements necessary to the conduct of its businesses. D. Maintenance of Properties. The Borrower shall maintain and keep its properties, real and personal, in good repair, working order, and condition, and from time to time make all necessary or desirable repairs, renewals, and replacements, so that its business may be properly and advantageously conducted at all times. E. Taxes and Other Obligations. The Borrower shall pay and discharge all taxes, assessments, interest and installments on mortgages and governmental charges against it Or against any of its properties, upon the respective dates when due, except to the extent that such taxes, assessments, interest, installments and governmental charges are contested in good faith and by appropriate proceedings. F. Compliance with Obligations, Laws, Etc. The Borrower shall comply with all of the obligations which it has incurred or to which it becomes subject pursuant to any contract or agreement, whether oral or written, express or implied, the breach of which might have a material adverse effect upon its business or financial condition, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves have been set aside on its books with respect thereto. The Borrower shall comply with all applicable laws, rules and regulations of all governmental authorities. View More