Lender Covenants. Each Lender agrees for the benefit of Borrower as follows:
Lender Covenants. In respect of each Aircraft to which it is a Lender and the transactions contemplated hereby with respect thereto, each Lender agrees for the benefit of Borrower as follows:
Lender Covenants. The Company has not and will not:
Lender Covenants. Tenant acknowledges that the Premises secure Landlord’s obligations under the Loan Documents. Accordingly: A Tenant covenants and agrees that so long as any bonds or loans remain outstanding, Tenant shall maintain a charter school facility providing educational services to students within the territorial limits required, if any, pursuant to Tenant’s charter. B Tenant covenants and agrees to take all reasonable actions to maintain its charter with a sponsoring entity and to take or cause to be taken any and all actions required to renew or extend the term of its charter with a sponsoring entity. As soon as practicable, Tenant shall provide Landlord with a copy of any notice received with regards to any sponsoring entity’s intent to renew or extend the term of any such charter or any notice of any issues which if not corrected or resolved could lead to termination or nonrenewal of any such charter. If such charter is terminated or not renewed, Tenant shall use commercially reasonable efforts, and shall cooperate with Landlord, to assign this Lease to an entity that maintains a charter with a sponsoring entity. In addition, Tenant shall maintain accreditation status under the Charter Schools Act of 1992, as amended (constituting Part 26.8 of Division 4 of Title 2 of the California Education Code) and related administrative rules and shall satisfy the student performance accountability standards stated in its application for its charter. C The Tenant will permit the Landlord to discuss the affairs, finances and accounts of the Tenant or any information the Landlord may reasonably request with appropriate officers of the Tenant, and will grant the Landlord access to the facilities, books and records related to the Improvements or the Tenant on any business day upon reasonable prior notice. D Tenant covenants and agrees that no Transfer of all or any part of the Premises will be valid or considered to have been approved unless and until the Lender currently holding a Security Interest in the Premises shall have consented in writing to the Transfer.
Lender Covenants. (a) Each Increase Lender party to this Increase Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder (each such Increase Lender, a “New Lender”), (i) confirms that it has full power and authority, and has taken all action necessary, to execute and deliver this Increase Agreement, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) confirms that it meets all the requirements to be an assignee under Section 11.06(b)(iii), (v) and (vi) of the Credit Agreement, (iii) from and after the Increase Effective Date, confirms it shall be bound by the provisions of the Credit Agreement as a Revolving Lender thereunder and, to the extent of its Revolving Commitments, shall have the obligations of a Lender thereunder, (iv) confirms that it is sophisticated with respect to decisions to enter into transactions such as those contemplated by this Increase Agreement and either it, or the Person exercising discretion in making its decision to become an Increase Lender, is experienced in transactions of such type, (v) confirms that it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Sections 6.12(b) and (c) of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Increase Agreement, (vi) confirms that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Increase Agreement, (vii) in the case of each New Lender that is a Foreign Lender, confirms that it has delivered the forms and/or US Tax Compliance Certificate referred to in Section 3.01(f)(ii)(B) of the Credit Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Credit Agreement and the other Loan Documents and (viii) agrees that (A) it will, independently and without reliance upon the Administrative Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking act...
Lender Covenants. (i) On or before March 31, 2008 (the “Initial Draw Date”), Lender shall have a minimum of $6,000,000 of the Credit available in cash for Advance(s) to Borrower.
Lender Covenants. Subject to compliance with the other provisions contained herein, the Lenders agree (1) prior to the three (3) year anniversary of the date of issuance of the Notes, to use commercially reasonable efforts (which may include, without limitation, disposing of shares of Common Stock over a period prior to such date, and maintaining reduced share ownership levels thereafter), to enable the Borrower to issue on any Share Payment Closing Date a number of shares sufficient to satisfy the next quarterly interest payment due hereunder without causing the Lenders to violate the provisions of Section 2.11(j) below, and (2) from and after the three (3) year anniversary of the date of issuance of the Notes, to use commercially reasonable efforts (which may include, without limitation, disposing of shares of Common Stock over a period prior to such date, and maintaining reduced share ownership levels thereafter), to enable the Borrower to issue on any Share Payment Closing Date an amount of shares equal to [**] without causing the Lenders to violate the provisions of Section 2.11(j) below.
Lender Covenants. Notwithstanding anything to the contrary in this Agreement, the Lender shall not enter into, and shall require that any transferees or licensees of any interest in the Collateral shall not enter into, any agreement or arrangement with W.C. Heraeus GmbH or its affiliates (collectively “Heraeus”) for the supply of Picoplatin API without assuming the obligation of the Borrower to repay the cost of the dedicated equipment in the amount of €958,000 pursuant to Section 5.3 of the Heraeus Commercial Manufacturing Agreement (the “Heraeus Obligation”) and, in the event that any portion of the Heraeus Obligation is paid by the Borrower, reimbursing the Borrower for payment of such portion of the Heraeus Obligation, provided that such obligations may be renegotiated by the Lender with the consent of the Borrower, which consent shall not be unreasonably withheld or delayed.
Lender Covenants. Each Lender represents and warrants to the Borrower, the Letter of Credit Issuers and the Agent that it is either (x) a United States person (as defined in Section 7701(a)(30) of the Code); (y) entitled to the benefits of an income tax treaty with the United States that provides for an exemption from United States withholding tax on interest and other payments which may be made by the Borrower to such Lender pursuant to the terms of this Agreement or any other Loan Document; or (z) engaged in trade or business within the United States. Each Lender that is organized under the laws of any jurisdiction other than the United States or any State thereof (including the District of Columbia) agrees to furnish to the Agent, the Letter of Credit Issuers and the Borrower, prior to the date of the first interest payment hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein such Lender claims entitlement to complete exemption from U.S. federal withholding tax on all payments hereunder) and to provide to the Agent, the Letter of Credit Issuers and the Borrower a new Form 4224 or Form 1001 upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such Lender, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptions.
Lender Covenants. Lender hereby agrees to advance the Loan Amount in the two installments specified as the Advance Dates stipulated above. Failure of the Lender to make either advance shall constitute a default of this Loan Agreement and shall be considered a “Cross Default” as specifically defined in the License Agreement between the parties.
