COVENANTS; ACKNOWLEDGMENTS Clause Samples

COVENANTS; ACKNOWLEDGMENTS. (a) The Borrowers and the other Loan Parties shall use their best efforts to document, obtain all required consents and approvals, and consummate on or before the Outer Forbearance Date, the Merger on terms and conditions acceptable to Lender in its sole discretion. Without limiting the foregoing, the Borrowers and the other Loan Parties shall comply with the following covenants in connection with their pursuit of the Merger: (i) On or before November 22, 2004, Travis shall have filed a Preliminary Proxy ▇▇▇▇▇ment (as defined in the Merger Agreement) with the SEC and at all times shall diligently seek SEC clearance of same and promptly prepare any amendments to the Preliminary Proxy Statement or the Schedule 13E-3 required in response to any comments of the SEC. (ii) Travis shall use its best efforts at all times to obtain SEC clearance of the Preliminary Proxy Statement and the Schedule 13E-3, and to make any amendments or modifications thereto in order to obtain such clearance, and Travis shall obtain SEC clearance of the Prel▇▇▇▇▇▇y Proxy Statement and the Schedule 13E-3, in each case as the same may be amended, no later than January 2, 2005. (iii) On or before the fifth Business Day after obtaining SEC clearance, Travis shall have mailed the Proxy Statement (as ▇▇fined in the Merger Agreement) to its shareholders (iv) Travis shall have convened the Shareholders' Meeting (as defined in the Merger Agreement) on or before January 12, 2005, and shall have obtained at or before such meeting all shareholder approvals necessary to consummate the Merger. In addition, the Borrowers and the other Loan Parties (i) shall comply with the provisions of the Merger Agreement and each of the other agreements, instruments and documents entered into in connection therewith, (ii) shall cause each condition precedent set forth therein to be satisfied on or before the applicable deadline set forth therein, and (iii) shall cause the Merger Agreement and all such other agreements, instruments and documents to remain in full force and effect at all times. (b) The Loan Parties shall comply with the following financial covenants: (i) The Loan Parties shall maintain a ratio of (x) Debt minus Subordinated Debt to (y) Tangible Net Worth plus Subordinated Debt (as each of the foregoing terms are defined in the GE Loan Agreement) of not more than (A) 7.00 to 1 as of October 31, 2004, (B) 8.60 to 1 as of November 30, 2004, and (C) 11.25 to 1 as of December 31, 2004; provided, however,...
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COVENANTS; ACKNOWLEDGMENTS 
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Related to COVENANTS; ACKNOWLEDGMENTS

  • Certain Acknowledgments Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been or shall be given by Lender to Borrower in connection with the Extension or any other amendment to the Note granted herein.

  • System Acknowledgments Custodian shall acknowledge through the System its receipt of each transmission communicated through the System, and in the absence of such acknowledgment Custodian shall not be liable for any failure to act in accordance with such transmission and the Fund may not claim that such transmission was received by Custodian.

  • Participant’s Acknowledgments The Participant acknowledges that he or she: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully aware of the legal and binding effect of this Agreement; and (v) understands that the law firm of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, is acting as counsel to the Company in connection with the transactions contemplated by the Agreement, and is not acting as counsel for the Participant.

  • Additional Acknowledgments Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

  • Acknowledgments and Stipulations Each Borrower acknowledges and stipulates that the Credit Agreement and the other Loan Documents executed by Borrowers are legal, valid and binding obligations of Borrowers that are enforceable against Borrowers in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by each Borrower); and the security interests and liens granted by Borrowers in favor of Administrative Agent, for the benefit of itself and Lenders, are duly perfected, first priority security interests and liens to the extent provided therein.