Grouped Into 10 Collections of Similar Clauses From Business Contracts
This page contains Negative Covenants clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Negative Covenants. The Borrower covenants and agrees that from the date of this Agreement until all Obligations have been paid in full and any commitments of the Bank to the Borrower have been terminated, except as set forth in the Addendum, the Borrower will not, without the Bank's prior written consent: 5.1 Indebtedness. Create, incur, assume or suffer to exist any indebtedness for borrowed money other than: (i)the Loan and any subsequent indebtedness to the Bank; and (ii)open account trade debt incurred in the ...ordinary course of business and not past due. 5 5.2 Liens and Encumbrances. Except as provided in Section 3.6, create, assume, incur or permit to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of its property, now owned or hereafter acquired, or acquire or agree to acquire any kind of property subject to any conditional sales or other title retention agreement. 5.3 Guarantees. Guarantee, endorse or become contingently liable for the obligations of any person, firm, corporation or other entity, except in connection with the endorsement and deposit of checks for collection in the ordinary course of business. 5.4 Loans or Advances. Purchase or hold beneficially any stock, other securities or evidence of indebtedness of, or make or have outstanding, any loans or advances to, or otherwise extend credit to, or make any investment or acquire any interest whatsoever in, any other person, firm, corporation or other entity, except investments disclosed on the Borrower's Financial Statements that have been provided to the Bank on or before the date hereof, or that are otherwise acceptable to the Bank in its sole discretion. 5.5 Merger or Transfer of Assets. Liquidate or dissolve, or merge or consolidate with or into any person, firm, corporation or other entity, or sell, lease, transfer or otherwise dispose of all or a substantial part of its property, assets, operations or business, whether now owned or hereafter acquired. 5.6 Change in Business, Management or Ownership. Make or permit, nor shall any Guarantor or grantor under the Security Documents make or permit, any change in (i) its form of organization, including a division into two or more entities; (ii) the nature of its business as carried on as of the date hereof; (iii) the composition of its current executive management; or (iv) its equity ownership. 5.7 Dividends. On and after the occurrence of an Event of Default or if an Event of Default would occur as a result thereof, declare or pay any dividends on or make any distribution with respect to any class of its equity or ownership interest, or purchase, redeem, retire or otherwise acquire any of its equity up to $3,000,000.00. 5.8 Acquisitions. Make acquisitions of all or substantially all of the property or assets of any person, firm, corporation or other entity.View More
Negative Covenants. The Borrower covenants and agrees that from the date of this Agreement until all Obligations have been paid in full full, and any commitments of the Bank Lender to the Borrower have been terminated, except as set forth in the Addendum, the Borrower will not, without the Bank's Lender's prior written consent: 5.1 5.1. Indebtedness. Create, incur, assume or suffer to exist any indebtedness for borrowed money other than: (i)the than the Loan and any subsequent indebtedness to the Bank; and (ii)open... account trade debt incurred in the ordinary course of business and not past due. 5 5.2 Lender. 5.2. Liens and Encumbrances. Except as provided in Section 3.6, create, Create, assume, incur or permit to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of its property, now owned or hereafter acquired, or acquire or agree to acquire any kind of property subject to any conditional sales or other title retention agreement. 5.3 5.3. Guarantees. Guarantee, endorse or become contingently liable for the obligations of any person, firm, corporation or other entity, except in connection with the endorsement and deposit of checks for collection in the ordinary course of business. 5.4 business for collection. 5.4. Loans or Advances. Purchase or hold beneficially any stock, other securities or evidence evidences of indebtedness of, or make or have outstanding, any loans or advances to, or otherwise extend credit to, or make any investment or acquire any interest whatsoever in, any other person, firm, corporation or other entity, except investments disclosed on the Borrower's Financial Statements that have been provided to the Bank on or before the date hereof, or that are otherwise acceptable to the Bank in its sole discretion. 5.5 entity. 5.5. Merger or Transfer of Assets. Liquidate or dissolve, or merge or consolidate with or into any person, firm, corporation or other entity, or sell, lease, transfer or otherwise dispose of all or a any substantial part of its property, assets, operations or business, whether now owned or hereafter acquired. 5.6 5.6. Change in Business, Management or Ownership. Make or permit, nor shall any Guarantor or grantor under the Security Documents make or permit, permit any change in (i) its form of organization, including a division into two or more entities; (ii) the nature of its business as carried on as of the date hereof; (iii) hereof, in the composition of its current executive management; management, or (iv) in its equity ownership. 5.7 Dividends. On and after 5.7. Dividends or Distributions. After the occurrence date of an Event of Default or if an Event of Default would occur as a result thereof, this Agreement, declare or pay any dividends on or make any distribution with respect to any class of its equity or ownership interest, or purchase, redeem, retire or otherwise acquire any of its equity up to $3,000,000.00. 5.8 equity. -5- 5.8. Acquisitions. Make acquisitions of all or substantially all of the property or assets of any person, firm, corporation or other entity. View More
Negative Covenants. The Borrower covenants and agrees that from the date of this Agreement until all Obligations have been paid in full and any commitments of the Bank to the Borrower have been terminated, except as set forth in the Addendum, the Borrower will not, without the Bank's prior written consent: 5.1 Indebtedness. 5.1.Indebtedness. Create, incur, assume or suffer to exist exist, or make any payments with respect to, any indebtedness for borrowed money other than: (i)the Loan Loans and any subsequent indeb...tedness to the Bank; and (ii)open account trade debt incurred in the ordinary course of business and not past due. 5 5.2 Liens due; and (iii)other existing or future indebtedness in an aggregate principal amount not to exceed $100,000,000.00, and any refinancings thereof; provided that the amount of the refinancing indebtedness is not more than the outstanding principal amount of the refinanced indebtedness, and the terms of the refinancing indebtedness are no more favorable to the lender than the terms of the refinanced indebtedness; and (iv)indebtedness in respect of purchase money financings of personal property not to exceed, in the aggregate, $25,000,000.00. . 5.2.Liens and Encumbrances. Except as provided in Section 3.6, for Permitted Liens, create, assume, incur or permit to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of its equity interests or its property, now owned or hereafter acquired, or acquire or agree to acquire any kind of property subject to any conditional sales or other title retention agreement. 5.3 Guarantees. 5.3.Guarantees. Guarantee, endorse or become contingently liable for the obligations of any person, firm, corporation or other entity, entity in excess of $10,000,000 in the aggregate at any time, except in connection with the endorsement and deposit of checks for collection in the ordinary course of business. 5.4 Loans 5.4.Loans or Advances. Purchase or hold beneficially any stock, other securities or evidence of indebtedness of, or make or have outstanding, any loans or advances to, or otherwise extend credit to, or make any investment or acquire any interest whatsoever in, any other person, firm, corporation or other entity, except investments entity (together, the "Investments") to the extent such Investments exceed $10,000,000 in the aggregate at any time; provided that, (a) Investments disclosed on the Borrower's Financial Statements Public Disclosure Documents that have been provided to the Bank on or before the date hereof, or (b) Investments that are otherwise acceptable to the Bank in its sole discretion. 5.5 Merger reasonable discretion, and (c) Investments consisting of debt or equity securities invested by the Borrower in the ordinary course of business in accordance with the Borrower's investment policy (including but not limited to money market funds, deposit accounts, investment grade bonds, government securities), shall not be subject to such limitation. 5.5.Merger or Transfer of Assets. Liquidate or dissolve, or merge or consolidate with or into any person, firm, corporation or other entity, or sell, lease, transfer or otherwise dispose of all or a substantial part of its property, assets, operations or business, whether now owned or hereafter acquired. 5.6 Change 5.6.Change in Business, Management or Ownership. Make or permit, nor shall any Guarantor or grantor under the Security Guaranty Documents make or permit, any change in (i) its form of organization, including a division into two or more entities; (ii) the nature of its business as carried on as of the date hereof; hereof and reasonable extensions thereof; or (iii) its formation documents or organizational structure, in each case without the composition of its current executive management; or (iv) its equity ownership. 5.7 Dividends. On and after the occurrence of an Event of Default or if an Event of Default would occur as a result thereof, declare or pay any dividends on or make any distribution with respect to any class of its equity or ownership interest, or purchase, redeem, retire or otherwise acquire any of its equity up to $3,000,000.00. 5.8 Acquisitions. Make acquisitions of all or substantially all prior reasonable approval of the property or assets of any person, firm, corporation or other entity. Bank. View More
Negative Covenants. The Borrower covenants and agrees that from the date of this Agreement until all Obligations have been paid in full and any commitments of the Bank to the Borrower have been terminated, except as set forth in the Addendum, the Borrower will not, without the Bank's prior written consent: 5.1 5.1. Indebtedness. Create, incur, assume or suffer to exist any indebtedness for borrowed money other than: (i)the (i) the Loan and any subsequent indebtedness to the Bank; and (ii)open (ii) open account trad...e debt incurred in the ordinary course of business and not past due. 5 5.2 due unless the Borrower is contesting such open account trade debt in good faith through appropriate proceedings diligently and consistently pursued. 5.2. Liens and Encumbrances. Except as provided in Section 3.6, create, assume, incur or permit to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of its property, now owned or hereafter acquired, or acquire or agree to acquire any kind of property subject to any conditional sales or other title retention agreement. 5.3 5.3. Guarantees. Guarantee, endorse or become contingently liable for the obligations of any person, firm, corporation or other entity, except in connection with the endorsement and deposit of checks for collection in the ordinary course of business. 5.4 5.4. Loans or Advances. Purchase or hold beneficially any stock, other securities or evidence of indebtedness of, or make or have outstanding, any loans or advances to, or otherwise extend credit to, or make any investment or acquire any interest whatsoever in, any other person, firm, corporation or other entity, except investments disclosed on the Borrower's Financial Statements that have been provided to the Bank on or before the date hereof, or that are otherwise acceptable to the Bank in its sole discretion. 5.5 5.5. Merger or Transfer of Assets. Liquidate or dissolve, or merge or consolidate with or into any person, firm, corporation or other entity, or sell, lease, transfer or otherwise dispose of all or a substantial part of its property, assets, operations or business, whether now owned or hereafter acquired. 5.6 5.6. Change in Business, Management or Ownership. Make or permit, nor shall any Guarantor or grantor under the Security Documents make or permit, any change in (i) its form of organization, including a division into two or more entities; organization; (ii) the nature of its business as carried on as of the date hereof; or (iii) the composition persons currently holding the titles Chief Executive Officer, Chief Financial Officer or President unless any such change results from death, incapacity or resignation without prior notice to the Borrower, in which case the Borrower shall give the Bank written notice of its current executive management; such change not more than 30 days following such death, incapacity or (iv) its equity ownership. 5.7 resignation. 5.7. Dividends. On and after the occurrence of an Event of Default or if an Event of Default would occur as a result thereof, declare Declare or pay any dividends on or make any distribution with respect to any class of its equity or ownership interest, or purchase, redeem, retire or otherwise acquire any of its equity up equity, provided, however, that so long as the Borrower remains an S corporation, a partnership or a limited liability company, it may make distributions to $3,000,000.00. 5.8 its shareholders, partners or members, as the case may be, in an amount equal to the federal and state income tax of such principals of the Borrower attributable to the earnings of the Borrower. 5.8. Acquisitions. Make acquisitions of all or substantially all of the property or assets of any person, firm, corporation or other entity. View More
Negative Covenants. Until all amounts outstanding under this Note have been paid in full, the Borrower shall not: 8.1Indebtedness. Incur, create or assume any Debt, other than Permitted Debt. 8.2Liens. Incur, create, assume or suffer to exist any Lien on any of its property or assets, whether now owned or hereinafter acquired except for (a) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings; and (b) non-consensual Liens arising by operation of law, arising in the ordin...ary course of business, and for amounts which are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings; and (c) Liens created pursuant to the Security Agreement. 8.3Line of Business. Enter into any business, directly or indirectly, except for those businesses in which the Borrower is engaged on the date of this Note or that are reasonably related thereto. 8.4Compliance with Anti-Terrorism Regulations. (a)(i) Violate any Anti-Terrorism Laws (ii) engage in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development's Financial Action Task Force on Money Laundering or (iii) permit any of its Affiliates to violate these laws or engage in these actions. (b) (i) Use, directly or indirectly, the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (x) to fund any activities or business of or with any Person, or in any country or territory, that, is, or whose government is, the subject of Sanctions at the time of such funding, or (y) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise). (d) (i) Deal in, or otherwise engage in any transaction related to, any property or interests in property blocked pursuant to any Anti-Terrorism Law, (ii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempt to violate, any of the prohibitions set forth in any Anti-Terrorism Law or (iii) permit any of its Affiliates to do any of the foregoing.View More
Negative Covenants. Until all amounts outstanding under this Note Agreement have been paid in full, the Borrower Company shall not: 8.1Indebtedness. 11.1 Indebtedness. Incur, create or assume any Debt, other than Permitted Debt. 8.2Liens. 11.2 Liens. Incur, create, assume or suffer to exist any Lien on any of its property or assets, whether now owned or hereinafter acquired except for (a) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings; proceedings and (b) non-conse...nsual Liens arising by operation of law, arising in the ordinary course of business, and for amounts which are not overdue for a period of more than 30 60 days or that are being contested in good faith by appropriate proceedings; and (c) Liens created pursuant proceedings. 12 11.3 Merger, etc. Merge or consolidate with any other Person, or sell, lease, dissolve, liquidate or otherwise dispose of all or any substantial part of its property or assets to the Security Agreement. 8.3Line any other Person. 11.4 Line of Business. Enter into any business, directly or indirectly, except for those businesses in which the Borrower Company is engaged on the date of this Note Agreement or that are reasonably related thereto. 8.4Compliance with 11.5 Compliance With Anti-Terrorism Regulations. (a)(i) (a) (i) Violate any Anti-Terrorism Laws or (ii) engage in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development's Financial Action Task Force on Money Laundering or (iii) permit any of its Affiliates to violate these laws or engage in these actions. (b) (i) Use, directly or indirectly, the proceeds of the Loans, Advances, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (x) to fund any activities or business of or with any Person, or in any country or territory, that, is, or whose government is, the subject of Sanctions at the time of such funding, or (y) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, Loan, whether as underwriter, advisor, investor, or otherwise). (d) (c) (i) Deal in, or otherwise engage in any transaction related to, any property or interests in property blocked pursuant to any Anti-Terrorism Law, (ii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempt to violate, any of the prohibitions set forth in any Anti-Terrorism Law or (iii) permit any of its Affiliates to do any of the foregoing. View More
Negative Covenants. Until all amounts outstanding under this Note have been paid in full, in addition to the other covenants set forth above, the Borrower shall not: 8.1Indebtedness. 8.1 Indebtedness. Incur, create or assume any Debt, other than Permitted Debt. 8.2Liens. 8.2 Liens. Incur, create, assume or suffer to exist any Lien on any of its property or assets, whether now owned or hereinafter acquired except for (a) Liens for taxes not yet due or which are being contested in good faith by appropriate proceeding...s; and (b) non-consensual Liens arising by operation of law, arising in the ordinary course of business, and for amounts which are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings; and (c) Liens created pursuant to the Security Agreement. 8.3Line 8.3 Compliance With Certain Regulations (a) Engage in, or knowingly permit any of Business. Enter into any business, directly or indirectly, except for those businesses in which the Borrower is engaged on the date of this Note or that are reasonably related thereto. 8.4Compliance with Anti-Terrorism Regulations. (a)(i) Violate any Anti-Terrorism Laws (ii) its Affiliates to engage in in, any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development's Financial Action Task Force on Money Laundering or (iii) permit any of its Affiliates to violate these laws or engage in these actions. Laundering. (b) (i) Use, directly or indirectly, the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (x) to fund any activities or business of or with any Person, or in any country or territory, that, is, or whose government is, the subject of Sanctions at the time of such funding, or (y) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise). (d) (i) Deal in, or otherwise engage in any transaction related to, any property or interests in property blocked pursuant to any Anti-Terrorism Law, (ii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempt to violate, any of the prohibitions set forth in any Anti-Terrorism Law or (iii) permit any of its Affiliates to do any of the foregoing.View More
Negative Covenants. Borrower agrees until the Obligations are paid in full, it will not: A. Change its state of organization or its name, or move its executive office or at any time adopt any assumed name without giving Crestmark at least 30 days prior written notice. B. Declare or pay any dividend or make any other distribution with regard to its equity or purchase or retire any of its equity without Crestmark's prior written consent, provided if it is taxed as an S Corporation or other "pass through" entity, Borr...ower may prior to a Default distribute profits to its equity holders in an amount necessary to enable such holders to pay personal, state and federal taxes directly attributable to the profits earned by Borrower for such year. C. Obtain any loan or guaranty or assume any obligation or liability, whether as borrower, guarantor, surety, indemnitor or otherwise that would result in or create a Default, without Crestmark's prior written consent. D. Enter into any transaction with its equity holders or any affiliates of Borrower except on terms at least as favorable as would be usual and customary in similar transactions if the person with whom the transaction is entered into was not related to Borrower. E. Release, redeem, purchase, or acquire any of its equity interests without the prior written consent of Crestmark. F. Default in the payment of any debt to any other person. G. Suffer or permit any judgment, decree or order not fully covered by insurance to be entered against Borrower or a Guarantor, or permit or suffer any warrant or attachment to be filed against Borrower, any Guarantor, or against any property or asset of Borrower or Guarantor. H. Transfer the ownership of any interest in Borrower without the prior written consent of Crestmark which shall not be unreasonably withheld. I. Sell any of the Collateral outside the normal course of its business without the prior written consent of Crestmark. J. Purchase the stock or assets of any other entity without the prior written consent of Crestmark.View More
Negative Covenants. Borrower agrees until the Obligations are paid in full, it will not: A. Change its state of organization or its name, or move its executive office or at any time adopt any assumed name without giving Crestmark DORSETT at least 30 days prior written notice. B. Declare or pay any dividend or make any other distribution with regard to its equity or purchase or retire any of its equity without Crestmark's DORSETT's prior written consent, provided if it is taxed as an S Corporation or other "pass thr...ough" entity, Borrower may prior to a Default distribute profits to its equity holders in an amount necessary to enable such holders to pay personal, state and federal taxes directly attributable to the profits earned by Borrower for such year. C. Obtain any loan or guaranty or assume any obligation or liability, whether as borrower, guarantor, surety, indemnitor or otherwise that would result in or create a Default, without Crestmark's DORSETT's prior written consent. D. Enter into any transaction with its equity holders or any affiliates of Borrower except on terms at least as favorable as would be usual and customary in similar transactions if the person with whom the transaction is entered into was not related to Borrower. E. Release, redeem, purchase, or acquire any of its equity interests without the prior written consent of Crestmark. DORSETT. F. Default in the payment of any debt to any other person. G. Suffer or permit any judgment, decree or order not fully covered by insurance to be entered against Borrower or a Guarantor, or permit or suffer any warrant or attachment to be filed against Borrower, any Guarantor, or against any property or asset of Borrower or Guarantor. H. Transfer the ownership of any interest in Borrower without the prior written consent of Crestmark DORSETT which shall not be unreasonably withheld. I. Sell any of the Collateral outside the normal course of its business without the prior written consent of Crestmark. DORSETT. J. Purchase the stock or assets of any other entity without the prior written consent of Crestmark. DORSETT. View More
Negative Covenants. Borrower agrees until the Obligations are paid in full, it will not: A. Change its state of organization or its name, or move its executive office or at any time adopt any assumed name without giving Crestmark at least 30 days prior written notice. B. Declare or pay any dividend or make any other distribution with regard to its equity or purchase or retire any of its equity without Crestmark's prior written consent, provided if it is taxed as an S Corporation or other "pass through" entity, Borr...ower may prior to a Default distribute profits to its equity holders in an amount necessary to enable such holders to pay personal, state and federal taxes directly attributable to the profits earned by Borrower for such year. C. Obtain Make any loan or guaranty or assume any obligation or liability, whether as borrower, guarantor, surety, indemnitor or otherwise (a "Borrower Obligation") (i) that would result in or create a Default, or (ii) that together with all other existing Borrower Obligations would exceed the "Borrower Obligation Threshold" set forth in the Schedule, without Crestmark's prior written consent. · 8 D. Enter into any transaction with its equity holders or any affiliates of Borrower except on terms at least as favorable as would be usual and customary in similar transactions if the person with whom the transaction is entered into was not related to Borrower. E. Release, redeem, purchase, or acquire any of its equity interests without the prior written consent of Crestmark. F. Default in the payment of any debt to any other person. G. Suffer or permit any judgment, decree or order not fully covered by insurance to be entered against Borrower or a Guarantor, Guarantor in an aggregate amount in excess of the "Claims Threshold", or permit or suffer any warrant or attachment to be filed against Borrower, any Guarantor, or against any property or asset of Borrower or Guarantor. H. Transfer the ownership of any interest in Borrower without the prior written consent of Crestmark which shall not be unreasonably withheld. I. Sell any of the Collateral outside the normal course of its business without the prior written consent of Crestmark. J. Purchase the stock or assets of any other entity without the prior written consent of Crestmark. View More
Negative Covenants. Borrower agrees until the Obligations are paid in full, it will not: not without prior written consent of Crestmark: A. Change its state of organization or its name, or move its executive office or at any time adopt any assumed name without giving Crestmark at least 30 days prior written notice. B. Declare or pay any dividend or make any other distribution with regard to its equity or purchase or retire any of its equity without Crestmark's prior written consent, provided if it is taxed as an S ...Corporation or other "pass through" entity, Borrower may prior to a Default distribute profits to its equity holders in an amount necessary to enable such holders to pay personal, state and federal taxes directly attributable to the profits earned by Borrower for such year. C. Obtain any loan or guaranty or assume any obligation or liability, whether as borrower, guarantor, surety, indemnitor or otherwise (a "Borrower Obligation") (i) that would result in or create a Default, or (ii) that together with all other existing Borrower Obligations would exceed the "Borrower Obligation Threshold" set forth in the Schedule, without -8- Crestmark's prior written consent. consent, provided, however, that Borrower may be the borrower under the loans described in those Subordination Agreement(s) that may be entered into in favor of Crestmark, upon terms and conditions acceptable to Crestmark, and the Borrower may make such payments, if any, as permitted under the terms and conditions of such Subordination Agreements. D. Enter into any transaction with its equity holders or any affiliates of Borrower except on terms at least as favorable as would be usual and customary in similar transactions if the person with whom the transaction is entered into was not related to Borrower. E. Release, redeem, purchase, or acquire any of its equity interests without the prior written consent of Crestmark. F. Default in the payment of any debt to any other person. G. Suffer or permit any judgment, decree or order not fully covered by insurance to be entered against Borrower or a Guarantor, Guarantor in an aggregate amount in excess of the "Claims Threshold" set forth in the Schedule, or permit or suffer any warrant or attachment to be filed against Borrower, any Guarantor, or against any property or asset of Borrower or Guarantor. H. Transfer the ownership of any interest in Borrower without the prior written consent of Crestmark which shall not be unreasonably withheld. I. Sell any of the Collateral outside the normal course of its business without the prior written consent of Crestmark. J. Purchase the stock or assets of any other entity without the prior written consent of Crestmark. K. Make any loans, advances, intercompany transfers or cash flow between the Borrower and any officer, director, employee, shareholder, subsidiary, related entity or affiliate of the Borrower or with any company that has common shareholders, officers or directors with the Borrower. View More
Negative Covenants. As long as any portion of this Note remains outstanding, the Company shall not, and shall not permit any of its subsidiaries (whether or not a subsidiary on the Original Issue Date) to, directly or indirectly: (a) other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any Indebtedness of any kind, including but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any... income or profits therefrom; (b) other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom; (c) amend its organizational document in any manner that materially and adversely affects any rights of the Holder; (d) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock other than as to repurchases of Common Stock of departing officers and directors of the Company, provided that such repurchases shall not exceed an aggregate of $10,000 for all officers and directors during the term of this Note; (e) repay, repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness, other than the Notes if on a pro-rata basis, other than regularly scheduled principal and interest payments as such terms are in effect as of the Original Issue Date or are extended after the Original Issue Date to permit later payment; 10 (f) pay cash dividends or distributions on any equity securities of the Company; (g) enter into any transaction with any Affiliate of the Company which would be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm's-length basis and expressly approved by a majority of the disinterested members of the Board of Directors (even if less than a quorum otherwise required for board approval); or (h) the Company shall fail for any reason to deliver certificates to a Holder prior to the end of the tenth Business Day after a Conversion Date pursuant to Section 3(c)(ii) or the Company shall provide at any time notice to the Holder, including by way of public announcement, of the Company's intention to not honor requests for conversions of any Notes in accordance with the terms hereof.View More
Negative Covenants. As long as any portion From the Original Issue Date until the earlier of: (i) the date the Debentures are no longer outstanding and (ii) the later of this Note (y) three (3) years from the date hereof and (z) the date that the holders of the Debentures collectively own less than ten percent (10%) of the outstanding principal amount of the Debentures issued on the Original Issue Date remains outstanding, unless the Purchaser shall have otherwise given prior written consent (not to be unreasonably... withheld or delayed), if any Event of Default exist or is occurring, the Company shall not, and shall not permit any of its subsidiaries (whether or not a subsidiary on the Original Issue Date) Significant Subsidiaries to, directly or indirectly: (a) other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any Indebtedness indebtedness for borrowed money of any kind, including including, but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom; (b) other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom; (c) amend its organizational document documents, including, without limitation, its articles of association, as such articles of association may be amended from time to time, in each case in any manner that materially and adversely affects any rights of the Holder; (d) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock Shares or Common Share Equivalents other than as to (i) the Conversion Shares as permitted or required under the Transaction Documents, and (ii) repurchases of Common Stock Shares or Common Share Equivalents of departing any officers and directors of the Company, provided that such repurchases shall not exceed an aggregate of $10,000 for all officers and directors during the term of this Note; Company or its Subsidiaries; (e) repay, repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness, other than the Notes Debentures if on a pro-rata basis, other than (i) regularly scheduled principal and interest payments as such terms are in effect as of the Original Issue Date or are extended after the Original Issue Date to permit later payment; 10 under any other Permitted Indebtedness unless otherwise prohibited thereunder; 15 (f) pay cash dividends or distributions on any equity securities of the Company; (g) enter into any transaction with any Affiliate of the Company which would be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm's-length basis and expressly approved by a majority of the disinterested members directors of the Board of Directors Company (even if less than a quorum otherwise required for board approval); (g) make any distributions of substantial assets to the shareholders of the Company; or (h) the Company shall fail for enter into any reason agreement with respect to deliver certificates to a Holder prior to the end any of the tenth Business Day after a Conversion Date pursuant to Section 3(c)(ii) or the Company shall provide at any time notice to the Holder, including by way of public announcement, of the Company's intention to not honor requests for conversions of any Notes in accordance with the terms hereof. foregoing. View More
Negative Covenants. As long as any portion of this Note remains outstanding, the Company shall not, and shall not permit any of its subsidiaries (whether or not a subsidiary on the Original Issue Date) to, directly or indirectly: (a) other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any Indebtedness indebtedness of any kind, including but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest t...herein or any income or profits therefrom; therefrom that would be superior payment terms to the indebtedness created hereunder; (b) other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom; (c) amend its organizational document in any manner that materially and adversely affects any rights of the Holder; (d) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock other than as to repurchases of Common Stock of departing officers and directors of the Company, provided that such repurchases shall not exceed an aggregate of $10,000 for all officers and directors during the term of this Note; 9 (e) repay, repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness, other than the Notes if on a pro-rata basis, indebtedness other than regularly scheduled principal and interest payments as such terms are in effect as of the Original Issue Date or are extended after the Original Issue Date to permit later payment; 10 (f) pay cash dividends or distributions on any equity securities of the Company; (g) enter into any transaction with any Affiliate affiliate of the Company which would be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm's-length basis and expressly approved by a majority of the disinterested members of the Board of Directors (even if less than a quorum otherwise required for board approval); or (h) the Company shall fail for any reason to deliver certificates to a Holder prior to the end of the tenth Business Day after a Conversion Date pursuant to Section 3(c)(ii) or the Company shall provide at any time notice to the Holder, including by way of public announcement, of the Company's intention to not honor requests for conversions of any Notes in accordance with the terms hereof. approval. View More
Negative Covenants. The Borrower covenants that for so long as this Agreement is outstanding: (a) The Borrower shall not create, assume, incur or suffer to be created, assumed, incurred or to exist any Lien upon the Collateral (or any part thereof). The Borrower shall not sell, convey, transfer, dispose or permit any sale, conveyance, transfer or disposition of its assets or any interest therein by operation of law or otherwise, other than sales, conveyances, transfers or dispositions of (i) inventory in the ordina...ry course of business or (ii) used, worn-out or surplus equipment. (b) The Borrower shall not create, incur, assume or suffer to exist any indebtedness of the Borrower for borrowed money or guarantee the obligations of any Person, except (i) indebtedness under this Agreement and the other Loan Documents, (ii) indebtedness existing on the Closing Date as set forth on Schedule 12 hereto and (iii) current trade accounts payable under normal trade terms and which arise in the ordinary course of business.View More
Negative Covenants. The Borrower covenants that for so long as this Agreement is outstanding: (a) The Other than as set forth in Schedule 10(e), Borrower shall not create, assume, incur or suffer to be created, assumed, incurred or to exist any Lien upon the Collateral (or any part thereof). The Borrower shall not sell, convey, transfer, dispose or permit any sale, conveyance, transfer or disposition of its assets or any interest therein by operation of law or otherwise, other than sales, 9 conveyances, transfers o...r dispositions of (i) inventory in the ordinary course of business or (ii) used, worn-out or surplus equipment. (b) The Borrower shall not create, incur, assume or suffer to exist any indebtedness of the Borrower for borrowed money or guarantee the obligations of any Person, in each case, with anyone outside of the Lender (or an affiliate of the Lender), except (i) indebtedness under this Agreement and the other Loan Documents, (ii) indebtedness existing on the Closing Date as set forth on Schedule 12 hereto and (iii) current trade accounts payable under normal trade terms and which arise in the ordinary course of business. View More
Negative Covenants. After the date hereof, Borrower will not: 11.1 Negative Pledge. Grant or permit to exist any liens upon the Collateral, except in favor of Lender or as expressly permitted hereunder. 11.2 Mergers, etc. Enter into any acquisition or sale, merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock or membership interests, or liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, assign, lease, transfer, or otherwise disp...ose of, in one transaction or a series of transactions, all or any substantial part of its business, property, or assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all of the properties, assets, stock, or other evidence of beneficial ownership of any entity. 11.3 Transfer of Assets. Enter into any transaction not in the ordinary and usual course of Borrowers' business, including the sale, lease, or other disposition of, moving, relocation, or transfer, whether by sale or otherwise, of any of Borrower's properties, assets (other than sales of Inventory to buyers in the ordinary course of business, as defined in the UCC; provided, however, that a sale of Inventory shall not be considered a sale to a buyer in the ordinary course of business in the event that the Borrower is indebted to the buyer). 11.4 Suspension of Business. Suspend or go out of a substantial portion of its business. 11.5 Debt. Incur debt or contingent obligations, other than debt incurred hereunder, or guaranty the debt of any other entity or individual. 18 11.6 No Dividends or Distributions. Borrowers will not make any distribution or declare or pay any dividends (in cash or in stock) on, or purchase, acquire, redeem or retire any of its common stock, membership or partnership interests, of any class, whether now or hereafter outstanding without prior written consent of Lender. Absent an Event of Default, Borrower may, upon prior written consent from Lender, make distributions to its shareholders or members in the ordinary and usual course of Borrower's business to satisfy such shareholder's or member's tax liability on income of Borrower which is allocated to such shareholder or member. 11.7 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction (either individually or in the aggregate) with any affiliate of Borrower, except for transactions that are in the ordinary course of Borrower's business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm's length transaction with a non-affiliated entity or individual. 11.8 Leased Locations or Warehouses. The Borrower will not store or locate any Inventory or other Collateral in any leased premises or third party warehouse unless the landlord or warehouseman, as the case may be, of such leased premises or warehouse, as the case may be, enter into a Landlord Waiver or Warehouseman's Waiver, as the case may be, in favor of and in form reasonably acceptable to Lender, or Lender has established a cash reserve of not less than three months' gross rent for such location. 11.9 Sales Below Cost. The Borrower shall not sell Inventory to any customer below the Borrower's cost outside the normal course of dealing without the prior written consent of Lender. 11.10 Deposit Accounts. Borrower will not maintain any deposit accounts, other than deposit accounts existing as of the date hereof and disclosed to Lender in writing, without the prior consent of Lender.View More
Negative Covenants. After the date hereof, Borrower will not: 11.1 Negative Pledge. Grant or permit to exist Hereafter grant any liens lien upon the Collateral, Collateral except in favor of Lender Lender, Factor or as expressly permitted hereunder. in respect of the Drexler Transaction (to the extent such lien is subject to a Subordination Agreement). 11.2 Mergers, etc. Enter into any acquisition or sale, merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock or membership inte...rests, stock, or liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business, property, or assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all of the properties, assets, stock, or other evidence of beneficial ownership of any entity. 11.3 Transfer of Assets. Enter into any transaction not in the ordinary and usual course of Borrowers' Borrower's business, including the sale, lease, or other disposition of, moving, relocation, or transfer, whether by sale or otherwise, of any of Borrower's properties, assets (other than sales of Inventory to buyers in the ordinary course of business, as defined in the UCC; UCC or Personal Property Security Act, as applicable; provided, however, that a sale of Inventory shall not be considered a sale to a buyer in the ordinary course of business in the event that the Borrower is indebted to the buyer). 11.4 Suspension of Business. Suspend or go out of a substantial portion of its business. 11.5 Debt. Incur debt or contingent obligations, other than debt incurred hereunder, hereunder and trade debt incurred in the ordinary course of business, or guaranty the debt of any other entity or individual. 18 11.6 No Dividends or Distributions. Borrowers Borrower will not make any distribution or declare or pay any dividends (in cash or in stock) on, or purchase, acquire, redeem or retire any of its common stock, membership or partnership interests, of any class, whether now or hereafter outstanding without prior written consent of Lender. Absent an Event of Default, Borrower may, upon prior written consent from notice to Lender, make distributions to its shareholders or members in the ordinary and usual course of Borrower's business to satisfy such shareholder's or member's tax liability on income of Borrower which is allocated to such shareholder or member. 11.7 Sale of Inventory to Non-Credit Approved Customers. The Borrower agrees that all Accounts, whether credit approved or not, shall be assigned to the Factor. In the event Accounts are not funded by the Factor, Borrower agrees to immediately remit to Lender upon Lender's demand, any sums needed to eliminate any deficit in the Borrowing Base Certificate. Lender may, but is not obligated to, grant the same amount of credit as granted by Factor to each customer which credit approvals are subject to change without notice at Lender's sole discretion. 23 11.8 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction (either individually or in the aggregate) with any affiliate of Borrower, except for (a) transactions that are in the ordinary course of Borrower's business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm's length transaction with a non-affiliated entity or individual. 11.8 individual, (b) the loan payable from Borrower to Ryan Drexler, and collateral security granted by Borrower to Ryan Drexler therefor (the "Drexler Transaction") in the approximate principal amount outstanding, as of March 31, 2017, of $17,000,000 and (c) salary and compensation payable to such affiliates, in the ordinary course of business and consistent with the historical practices of Borrower, as an officer or employee of Borrower 11.9 Leased Locations or Warehouses. The Borrower will not store or locate any Inventory or other Collateral in any leased premises or third party warehouse unless the landlord or warehouseman, as the case may be, of such leased premises or warehouse, as the case may be, enter into a Landlord Waiver landlord waiver or Warehouseman's Waiver, warehouseman's waiver, as the case may be, in favor of and in form reasonably acceptable to Lender, or Lender has established a cash reserve of not less than three months' gross rent for such location. 11.9 Lender. 11.10 Sales Below Cost. The Borrower shall not sell Inventory to any customer below the Borrower's cost outside the normal course of dealing without the prior written consent of Lender. 11.10 11.11 Deposit Accounts. Borrower will not maintain any deposit accounts, other than deposit accounts existing as of the date hereof and disclosed to Lender in writing, without the prior consent of Lender. View More
Negative Covenants. Borrower covenants and agrees that, as long as the Obligations or any part thereof are outstanding or Lender has any commitment hereunder, Borrower will perform and observe the following negative covenants as noted applicable to this transaction unless Lender shall otherwise consent in writing: (a) Borrower will not permit: (1) ☑ Bank's Classified Asset to at any time exceed thirty-five percent (35%) of the Tier 1 Capital plus allowance for loan and lease losses of Bank; (2) ☑ Bank's Leverage Ra...tio to at any time be less than eight and one-half percent (8.5%); (3) ☑ Bank's Common Equity Tier 1 Ratio to at any time be less than eight and one-half percent (8.5%); (4) ☑ Bank's Tier 1 Capital Ratio to at any time be less than ten percent (10%); (5) ☑ Bank's Total Capital Ratio to at any time be less than eleven percent (11%); (6) ☑ Bank's Tier 1 Capital to at any time be less than $20,000,000.00 prior to the Conversion Date (as defined in the Note), and less than $24,000,000.00 following the Conversion Date, to be measured quarterly upon receipt of and based upon financial information delivered in accordance with Section 6; LOAN AGREEMENT – #92993 Page 4 (7) ☑ Bank's Return on Average Assets to be less than one and one-quarter percent (1.25%) for any fiscal quarter; (8) ☑ Its Debt Service Coverage Ratio to be less than 1.4 times, measured quarterly (but analyzed on an annualized basis) upon receipt of and based upon financial information delivered in accordance with Section 6; (9) ☑ The ratio of Bank's Total Loans to Total Assets to at any time be greater than eighty-seven percent (87%); (10) ☐ The ratio of Bank's Total loans to Total Deposits to at any time be greater than N/A percent ( N/A %); (11) ☐ Bank's Total Reported loans for Construction, Land Development, and other Land Loans to exceed N/A % of Bank's Total Risk Based Capital; (12) ☐ Bank's Total Reported Commercial Real Estate loans to at any time exceed N/A % of Bank's Total Risk Based Capital; (13) ☐ Bank's aggregate capital expenditures to exceed $ N/A during any calendar year during the term hereof; (b) Borrower will not permit any change in Control of Borrower to occur (for purposes hereof, "Control" shall mean the power to vote at least twenty-five percent (25%) of any voting stock of Borrower), except as provided in Section 8(g) below; (c) Borrower will not and will not permit Bank to sell, lease, or otherwise dispose of any of its assets used or useful in its business, except in the regular course of business for reasonably equivalent cash consideration; (d) Borrower will not incur, create, assume, or permit to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except Liens in favor of Lender (provided, however, that the foregoing shall not apply to Liens for taxes which are not delinquent or which are being contested in good faith with bond or other security reasonably acceptable to Lender if Lender so requires, mechanic's and materialmen's Liens with respect to obligations which are not overdue or which are being contested in good faith, and Liens resulting from deposits to secure the payments of workers' compensation or other social security or to secure the performance of bids or contracts in the ordinary course of business); and (e) During the existence of an Event of Default, or if doing so would cause an Event of Default (or an event which, with the giving of notice, or passage of time, or both, would be an Event of Default), Borrower will not declare or pay any dividends or make any other payment or distribution (in cash, property, or obligations) on account of its capital stock, or redeem, purchase, retire or otherwise acquire any of its capital stock, or set apart any money for a sinking or other analogous fund for any dividend or other distribution on its capital stock or for any redemption, purchase, retirement, or other acquisition of any of its capital stock, or grant or issue any capital stock or any warrant, right or option pertaining to its capital stock, or issue any security convertible into capital stock, or permit any of its Subsidiaries to grant or issue any capital stock or any warrant, right or operation pertaining to its capital stock or purchase any capital stock of Borrower or another Subsidiary.View More
Negative Covenants. Borrower covenants and agrees that, as long as the Obligations or any part thereof are outstanding or Lender has any commitment hereunder, Borrower will perform and observe the following negative covenants as noted applicable to this transaction unless Lender shall otherwise consent in writing: (a) Borrower will not permit: (a) Borrower will not permit: (1) ☑ Bank's Classified Asset Assets to at any time exceed thirty-five forty percent (35%) (40%) of the Tier 1 Capital plus allowance for loan a...nd lease losses of Bank; (2) ☑ Bank's Leverage Ratio to at any time be less than eight and one-half percent (8.5%); (8%); (3) ☑ ☐ Bank's Common Equity Tier 1 Ratio to at any time be less than eight and one-half N/A N/A percent (8.5%); ( N/A %); (4) ☑ ☐ Bank's Tier 1 Capital Ratio to at any time be less than ten N/A percent (10%); ( N/A %); (5) ☑ ☐ Bank's Total Capital Ratio to at any time be less than eleven N/A percent (11%); ( N/A %); (6) ☑ ☐ Bank's Tier 1 Capital to at any time be less than $20,000,000.00 prior to the Conversion Date (as defined in the Note), and less than $24,000,000.00 following the Conversion Date, to be measured quarterly upon receipt of and based upon financial information delivered in accordance with Section 6; LOAN AGREEMENT – #92993 Page 4 $ N/A ; (7) ☑ Bank's Return on Average Assets to be less than one and one-quarter one-half percent (1.25%) for (0.50%) at any fiscal quarter; quarter end; (8) ☑ ☐ Its Debt Service Coverage Ratio to be less than 1.4 N/A times, measured quarterly (but analyzed on an annualized basis) N/A upon receipt of and based upon financial information delivered in accordance with Section 6; (9) ☑ The ratio of Bank's Total Loans to Total Assets to at any time be greater than eighty-seven eighty-two percent (87%); (82%); (10) ☐ The ratio of Bank's Total loans Loans to Total Deposits to at any time be greater than N/A percent ( N/A %); %) LOAN AGREEMENT (Loan No. 95405) Page 4 (11) ☐ Bank's Total Reported loans Loans for Construction, Land Development, and other Land Loans to exceed N/A % of Bank's Total Risk Based Capital; (12) ☐ Bank's Total Reported Commercial Real Estate loans Loans to at any time exceed N/A % of Bank's Total Risk Based Capital; (13) ☐ ☑ Bank's aggregate capital expenditures to exceed $ N/A $3,000,000.00 during any calendar year during the term hereof; (14) ☐ Bank's Texas Ratio to at any time be greater than N/A percent ( N/A %). (15) ☐ New Debt of Borrower exceeding $ N/A other than the Obligations. (b) Borrower will not permit any change in Control of Borrower to occur (for purposes hereof, "Control" shall mean the power to vote at least twenty-five ten percent (25%) (10%) of any voting stock of Borrower), except as provided in Section 8(g) below; Borrower, respectively). (c) Borrower will not and will not permit Bank to sell, lease, or otherwise dispose of any of its assets used or useful in its business, except in the regular course of business for reasonably equivalent cash consideration; consideration. (d) Borrower will not incur, create, assume, or permit to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except Liens in favor of Lender (provided, however, that the foregoing shall not apply to Liens for taxes which are not delinquent or which are being contested in good faith with [with bond or other security reasonably acceptable to Lender if Lender so requires, requires], mechanic's and materialmen's Liens with respect to obligations which are not overdue or which are being contested in good faith, and Liens resulting from deposits to secure the payments of workers' compensation or other social security or to secure the performance of bids or contracts in the ordinary course of business); and business). (e) During the existence of an Event of Default, or if doing so would cause an Event of Default (or an event which, with the giving of notice, or passage of time, or both, would be an Event of Default), Borrower will not declare or pay any dividends or make any other payment or distribution (in cash, property, or obligations) on account of its capital stock, or redeem, purchase, retire or otherwise acquire any of its capital stock, or set apart any money for a sinking or other analogous fund for any dividend or other distribution on its capital stock or for any redemption, purchase, retirement, or other acquisition of any of its capital stock, or grant or issue any capital stock or any warrant, right or option pertaining to its capital stock, or issue any security convertible into capital stock, or permit any of its Subsidiaries to grant or issue any capital stock or any warrant, right or operation pertaining to its capital stock or purchase any capital stock of Borrower or another Subsidiary. (f) Borrower will not incur, create, assume or permit to exist Debt of Borrower aggregating over $1,000,000.00 outstanding at any time, except Debt to Lender and as shown on Schedule B. View More
Negative Covenants. So long as any amounts due hereunder remain unpaid in whole or in part, Borrower covenants that except with the prior written consent of the Lender, which consent will not be unreasonably withheld, it will not do any of the following: (a) Borrower shall not make any loans or advances to any person or other entity other than in the normal and ordinary course of business now conducted; make any investment in securities of any person or other entity; or guarantee or otherwise become liable upon the... obligations of any person or other entity, except by endorsement of negotiable instruments for deposit or collection in the normal and ordinary course of business. This restriction will apply, without limitation, to loans to any subsidiaries of Borrower. (b) Borrower shall not create or permit to exist any lien, claim, or encumbrance on the assets of Borrower or any part thereof, except as may be granted to Lender.View More
Negative Covenants. So long as any amounts due hereunder remain unpaid in whole or in part, Borrower covenants that except with the prior written consent of the Lender, which consent will not be unreasonably withheld, it will not do any of the following: (a) a. Borrower shall not make any loans or advances to any person or other entity other than in the normal and ordinary course of business now conducted; make any investment in securities of any person or other entity; or guarantee or otherwise become liable upon ...the obligations of any person or other entity, except by endorsement of negotiable instruments for deposit or collection in the normal and ordinary course of business. This restriction will apply, without limitation, to loans to any subsidiaries of Borrower. (b) b. Borrower shall not create or permit to exist any lien, claim, or encumbrance on the assets of Borrower or any part thereof, except as may be granted to Lender. c. Borrower shall not do any act or omit to do any act, or permit any act or omission that will cause a breach of any representation or warranty made in this Agreement. View More
Negative Covenants. Until all Indebtedness is indefeasibly paid or performed, and Lender has no further commitment to lend under the Credit Facility, Debtor agrees and covenants as follows: (a) Fundamental Change. Debtor will not (i) make any material change in the nature of its business as carried on as of the Effective Date, (ii) amend or permit the amendment of any of its Constituent Documents in a manner that a reasonable person should anticipate would be adverse to Lender in any material manner, (iii) liquidat...e, merge or consolidate with or into any other Person, (iv) make a change in organizational structure or the jurisdiction in which it is organized, or (v) permit any change in Debtor's legal name, or the state of Debtor's organization, to another jurisdiction. LOAN AGREEMENT – PAGE 11PLAINSCAPITAL BANK – JBGL CAPITAL, LP (b) OTHER CHANGES. DEBTOR WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER, (i) CREATE, INCUR OR ASSUME INDEBTEDNESS FOR BORROWED MONEY, INCLUDING CAPITAL LEASES, OTHER THAN INDEBTEDNESS EXPRESSLY PERMITTED BY THE LOAN DOCUMENTS, (ii) SELL, TRANSFER, MORTGAGE, ASSIGN, PLEDGE, LEASE (OTHER THAN IN THE ORDINARY COURSE OF BUSINESS), GRANT A SECURITY INTEREST IN OR ENCUMBER ANY OF DEBTOR'S ASSETS (EXCEPT AS EXPRESSLY PERMITTED BY THE LOAN DOCUMENTS), OR (iii) SELL ANY OF DEBTOR'S ACCOUNTS, EXCEPT TO LENDER. (c) Loans. Debtor will not make loans or guarantee any obligation of any other Person or entity. (d) Transactions With Affiliates. Debtor will not enter into any transaction, including, without limitation, the purchase, sale or exchange of property or the rendering of any service, with any Affiliate of Debtor, except in the ordinary course of and pursuant to the reasonable requirements of Debtor's business (upon prior written notice to Lender) and upon fair and reasonable terms no less favorable to Debtor than would be obtained in a comparable arm's-length transaction with a Person or entity not an Affiliate of Debtor. (e) Dividends or Distributions. If a Default or an Event of Default exists or would exist by reason of the making thereof, Debtor will not declare or pay any dividends or distributions on any equity interest of Debtor to any Person, unless any such amounts are directly utilized for the payment of (i) principal or interest on Indebtedness owing from time to time by Debtor to Lender, or (ii) taxes owing by an equity holder of Debtor to the extent that such taxes are incurred as a result of the business operations of Debtor. (f) Impairment of Security Interest. Debtor will not take any action that would in any manner impair the enforceability of Lender's security interest in any Collateral. (g) Change In Control. Debtor shall not permit any change in Control of Debtor or permit Debtor to reduce its equity ownership percentage in any Guarantor (as compared to its equity ownership percentage in such Guarantor on the Effective Date).View More
Negative Covenants. Until all Indebtedness is indefeasibly paid or performed, and Lender has no further commitment to lend under the Credit Facility, Debtor each Obligor agrees and covenants as follows: (a) Fundamental Change. Debtor Obligors will not (i) make any material change in the nature of its business as carried on as of the Effective Date, (ii) amend or permit the amendment of any of its Constituent Documents in a manner that a reasonable person should anticipate would be adverse to Lender in any material ...manner, Documents, (iii) liquidate, merge or consolidate with or into any other Person, (iv) make a change in organizational structure or the jurisdiction in which it is organized, or (v) permit any change in Debtor's any Obligor's legal name, or the state of Debtor's Obligor's organization, to another jurisdiction. LOAN AGREEMENT – PAGE 11PLAINSCAPITAL BANK – JBGL CAPITAL, LP (b) OTHER CHANGES. DEBTOR WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER, (i) CREATE, INCUR OR ASSUME INDEBTEDNESS FOR BORROWED MONEY, INCLUDING CAPITAL LEASES, OTHER THAN INDEBTEDNESS EXPRESSLY PERMITTED BY THE LOAN DOCUMENTS, (ii) SELL, TRANSFER, MORTGAGE, ASSIGN, PLEDGE, LEASE (OTHER THAN IN THE ORDINARY COURSE OF BUSINESS), GRANT A SECURITY INTEREST IN OR ENCUMBER ANY OF DEBTOR'S ASSETS (EXCEPT AS EXPRESSLY PERMITTED BY THE LOAN DOCUMENTS), OR (iii) SELL ANY OF DEBTOR'S ACCOUNTS, EXCEPT TO LENDER. (c) Loans. Debtor will not make loans or guarantee any obligation of any other Person or entity. entity other than (i) loans or advances to employees of Debtor not to exceed FIVE THOUSAND AND NO/100 DOLLARS ($5,000.00) in the aggregate outstanding at any time, including such loans and advances outstanding on the Effective Date, and (ii) accounts receivable for sales of inventory and other products and services provided by Debtor to its respective customers in the ordinary course of business of Debtor. (d) Transactions With Affiliates. Debtor will not enter into any transaction, including, without limitation, the purchase, sale or exchange of property or the rendering of any service, with any Affiliate of Debtor, except in the ordinary course of and pursuant to the reasonable requirements of Debtor's business (upon prior written notice to Lender) and upon fair and reasonable terms no less favorable to Debtor than would be obtained in a comparable arm's-length transaction with a Person or entity not an Affiliate of Debtor. (e) Dividends or Distributions. If a Default or an Event of Default exists or would exist by reason of the making thereof, Debtor will not declare or pay any dividends or distributions on any equity interest of Debtor to any Person, unless any such amounts are directly utilized for the payment of (i) principal or interest on Indebtedness owing from time to time by Debtor to Lender, or (ii) taxes owing by an equity holder of Debtor to the extent that such taxes are incurred as a result of the business operations of Debtor. Person. (f) Impairment of Security Interest. Debtor will not take any action that would in any manner impair the enforceability of Lender's security interest in any Collateral. (g) Change In Control. Debtor Obligors shall not permit any change in Control of Debtor or permit Debtor to reduce its equity ownership percentage in any Guarantor (as compared to its equity ownership percentage in such Guarantor on the Effective Date). Obligor. View More
Negative Covenants. Borrower covenants and agrees, so long as credit is available under this Agreement and until Lender is repaid in full, that Borrower will not: 6.1. Change of Management. Make any substantial change in the present executive or management personnel of Borrower without the prior written approval of Lender. 6.2. Change of Ownership. Cause, permit, or suffer any change in capital ownership in the direct or indirect capital ownership of Borrower. 6.3. Additional Negative Covenants. Without Lender's wr...itten consent: (a) Enter into any consolidation, merger, or other combination with any other entity. (b) Acquire or purchase a business or its assets. (c) Engage in any business activities substantially different from Borrower's present business. (d) Liquidate or dissolve Borrower's business. 6.4. No Consumer Purpose. Use this loan for personal, family, or household purposes. Lender may provide Borrower with certain disclosures intended for loans made for personal, family, or household purposes. The fact that Lender elects to make such disclosures shall not be deemed a determination by Lender that the loan will be used for such purposes.View More
Negative Covenants. Borrower covenants and agrees, so long as credit is available under this Agreement and until Lender is repaid in full, that Borrower will not: 6.1. Change of Management. Make any substantial change in the present executive or management personnel of Borrower without the prior written approval of Lender. 6.2. Change of Ownership. Cause, permit, or suffer any change in capital ownership in the direct or indirect capital ownership of Borrower. 6.3. 6.2. Additional Negative Covenants. Without Lender...'s written consent: (a) Enter into any consolidation, merger, or other combination with any other entity. (b) Acquire or purchase a business or its assets. (c) Engage in any business activities substantially different from Borrower's present business. (d) (c) Liquidate or dissolve Borrower's business. 6.4. 9 6.3. No Consumer Purpose. Use this loan for personal, family, or household purposes. Lender may provide Borrower with certain disclosures intended for loans made for personal, family, or household purposes. The fact that Lender elects to make such disclosures shall not be deemed a determination by Lender that the loan will be used for such purposes.View More
