AFFIRMATIVE Sample Clauses
The 'Affirmative' clause typically requires a party to make positive statements or representations regarding certain facts or conditions. In practice, this clause may obligate a party to confirm compliance with laws, the accuracy of information provided, or the existence of specific rights or assets. Its core function is to ensure that all parties have clear, reliable assurances about key matters, thereby reducing uncertainty and allocating risk if those assurances prove false.
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AFFIRMATIVE. Between the date hereof and the Closing Date, Seller will:
(a) Seller will give to Buyer and its authorized representatives reasonable access normal business hours to all Records, properties, books, records, (including, without limitation, bookkeeping, financial and accounting records) contracts and documents and furnish or cause to be furnished to Buyer or its authorized representatives all information with respect to the affairs and business of the Stations as Buyer may reasonably request (it being understood that the rights of Buyer under this subparagraph shall not be exercised in such a manner as to interfere unreasonably with the operations of the Stations);
(b) Prepare and maintain the books, records and financial statements relating to the Stations consistently with past periods;
(c) Comply with all laws and regulations to which it or the Stations is subject;
(d) Notify Buyer within seven (7) days of Seller's first notice of any litigation pending or threatened against the Stations and within forty-eight (48) hours of any damage to or destruction of any assets or property to be sold hereunder;
(e) Use its best efforts to procure the consent of any third parties necessary for the assignment to Buyer of the Contracts Air Time Agreements to be assigned hereunder;
(f) Use its best efforts in the preparation, filing and prosecution of the Application;
(g) Notify Buyer upon receipt of any administrative or other order relating to any violation of the FCC's rules and regulations or any other federal, state or local regulatory or administrative body, including rules relating to the employment, labor or equal employment opportunity. Seller shall correct any such violations as relate to the operation of the Stations prior to the Closing Date and shall be responsible for the removal of such, including the payment of any fines or back pay that may be assessed for any such violation committed by Seller;
(h) To the extent reasonably possible, complete all obligations owing by Seller to advertisers for the sale of airtime on the Stations for anything other than cash in accordance with past Stations practices;
(i) Continue to operate the Stations in full compliance with the terms of its FCC Licenses, in the usual and ordinary course of business, and in conformity with all applicable laws, ordinances, regulations, rules and orders, and file with the FCC all applications, reports and other filings and documents required to be filed with the FCC in connection with th...
AFFIRMATIVE. COVENANTS For so long as this Agreement is in effect, the Borrower shall comply with the following covenants: Section
AFFIRMATIVE. COVENANTS Borrower covenants that so long as Bank remains committed to extend credit to Borrower pursuant hereto, or any liabilities (whether direct or contingent, liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents remain outstanding, and until payment in full of all obligations of Borrower subject hereto, Borrower shall, and shall cause each of its subsidiaries to, unless Bank otherwise consents in writing: SECTION
AFFIRMATIVE. COVENANTS Until the Facility Termination Date, each Loan Party covenants and agrees, jointly and severally with all of the other Loan Parties, with the Lender that: 6.01
AFFIRMATIVE. CovenantsThe Borrower covenants that, so long as any amount is owing to the Banks hereunder or under any other Loan Document to which it is a party (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made) or any Letter of Credit is outstanding under this Agreement or any Bank shall have any Commitment outstanding under this Agreement:
AFFIRMATIVE. COVENANTS Borrower shall do all of the following: 6.1
AFFIRMATIVE. COVENANTS The Borrower hereby agrees that, so long as the Commitments (or any of them) remain in effect or any amount is owing to any Lender or the Administrative Agent hereunder or under any other Loan Documents, the Borrower shall and (except in the case of delivery of financial information, reports and notices) shall cause each of its Subsidiaries to: 6.
1. Financial Statements. Furnish to each Lender: (a) as soon as available, but in any event not later than 20 days after required to be filed with the Securities and Exchange Commission at the end of each fiscal year of the Borrower, a copy of the consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related consolidated statements of operations and stockholders’ equity and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young LLP or other independent certified public accountants of nationally recognized standing; (b) as soon as available, but in any event not later than 15 days after required to be filed with the Securities and Exchange Commission at the end of each of the first three quarterly periods of each fiscal year of the Borrower commencing with the fiscal quarter ending on or about December 31, 2018, the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of operations for such quarter and the portion of the fiscal year through the end of such quarter and of cash flows of the Borrower and its consolidated Subsidiaries for the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); and (c) all such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, that it is hereby acknowledged that the quarterly financial statements delivered pu...
AFFIRMATIVE. COVENANTSEach Credit Party covenants and agrees that until the date on which the Obligations shall have been paid in full or otherwise satisfied (other than with respect to contingent indemnification obligations for which no claim has been made and Letters of Credit that have been Cash Collateralized and other obligations of each Credit Party hereunder or under any other Credit Document which, by their express terms, survive such payment in full or satisfaction), and the Commitments hereunder shall have expired or been terminated (such date, the “Termination Date”), such Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 7.
AFFIRMATIVE. COVENANTS Borrower hereby agrees that, so long as the Commitments remain in effect, any Loan, Note or L/C Obligation remains outstanding and unpaid, any amount (unless cash in an amount equal to such amount has been depos- ited to a cash collateral account established by the Administrative Agent) remains available to be drawn under any Letter of Credit or any other amount is owing to any Lender or the Administrative Agent hereunder or un- der any of the other Credit Documents, it shall, and, in the case of the agreements contained in subsections 7.3 through 7.6, and 7.8 through 7.11, Borrower shall cause each of its Subsidiaries (other than Unrestricted Sub- sidiaries, except as specified below) to: 7.
AFFIRMATIVE. COVENANTS Until all of the Obligations have been Paid in Full, each Borrower covenants and agrees with the Agent and the Lenders that: Section