Covenants Agreements. The Borrower covenants and agrees with each Lender and Holder that so long as this Amendment shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full, unless the Administrative Agent shall otherwise consent in writing, the Borrower will, and will cause each of the Restricted Subsidiaries to:
Covenants Agreements in the event it acquires rights in any Securities Accounts, Securities Entitlements, Deposit Accounts or Commodity Accounts after the date hereof, it shall deliver to the Secured Party a completed Pledge Supplement, substantially in the form of Annex A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Securities Accounts, Securities Entitlements, Deposit Accounts or Commodity Accounts and all other Securities Accounts, Securities Entitlements, Deposit Accounts or Commodity Accounts. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Secured Party shall attach to all Securities Accounts, Securities Entitlements, Deposit Accounts or Commodity Accounts immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule III as required hereby.
Covenants Agreements. All covenants set forth herein shall survive the Closing in accordance with the applicable statute of limitations.
Covenants Agreements. It is understood and agreed that the security interest of the Collateral Agent shall attach to all Securities Accounts, Securities Entitlements, Deposit Accounts or Commodity Accounts immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule II as required hereby. (iii) Delivery and Control. Subject to clause (iv) below, each Grantor agrees that with respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an Account Control Agreement, in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor and shall establish the Collateral Agent shall have “control” (within the meaning of Section 9-106 of the UCC) over such Securities Accounts or Securities Entitlements.
Covenants Agreements. SECTION 1 With respect to approved exterior façade improvements performed to an approved existing building, the CITY shall reimburse the OWNER/LESSEE for the cost incurred in the performance of such improvements in an amount equal to fifty percent (50%) of the total costs of such work, not to exceed a maximum amount of $3,000. The actual total reimbursement amounts per this Agreement shall not exceed $3,000 for eligible project components related to the approved façade improvements. The improvement costs, which are eligible for CITY reimbursement, include all labor, materials, equipment, and other contract items necessary for the proper execution of the work as shown on the plans, design drawings, specifications, and estimates approved by the CITY. Such plans, design drawings, specifications, and estimates are attached hereto as EXHIBIT A.
Covenants Agreements. AHLE and the Shareholders shall have performed all covenants and agreements to be performed by each of them on or before Closing pursuant to the terms of this Agreement.
Covenants Agreements. The Company fails to perform or observe any agreement contained in Section 11.8, 11.9, 11.10, 11.13, 11.14, 11.15, 11.16, 11.19, 11.20, 11.21 or 11.22 and such failure shall not be remedied within five (5) days after the chairman, president or chief financial officer of the Company obtains actual knowledge thereof; or the Company fails to deliver the notice required by Section 11.5(a)(i) or fails to perform or observe Section 11.26; or the Company or any Subsidiary fails to perform or observe any other agreement set forth in this Agreement or any other Loan Document to which it is a party (and not constituting an Event of Default under any of the other subsections of this Section 12.1) and continuance of such failure for thirty (30) days after the chairman, president or chief financial officer of the Company obtains actual knowledge thereof.
Covenants Agreements. All covenants and other agreements contained herein or in any Collateral Document shall survive the Closing until March 31, 2010 and thereafter as to any Claims or Losses set forth with reasonable specificity in an Indemnity Notice or Claim Notice given prior to such date; provided, however, that (i) the foregoing limitation as to survival shall not apply to any obligations which, by the terms thereof, are to be performed following the end of such period, including (without limitation) such obligations provided pursuant to Sections 2.12, 2.15 and 9.1 and this Article; (ii) the covenants and other agreements under each Employment Agreement, each Agreement to Preserve Goodwill, the Escrow Agreement and the Confidentiality Letter shall survive in accordance with the terms thereof and the statutes of limitation applicable thereto.
Covenants Agreements. It is understood and agreed that the security interest of the Collateral Agent shall attach to all Securities Accounts, Securities Entitlements, Deposit Accounts or Commodity Accounts immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule II as required hereby.
Covenants Agreements. Borrower covenants and agrees that (i) it will not change its name, location, jurisdiction of organization or corporate form or take any other action that could adversely affect the security interest of Creditor without giving Creditor 30 days' prior written notice thereof and taking such action as Creditor shall request in order to ensure that Creditor at all times has a first priority perfected security interest in the Collateral, (ii) Borrower will not pledge or otherwise encumber the Collateral to any person or entity other than Creditor and shall not permit any UCC filings or filings in the U.S. patent and Trademark Office or U.S. Copyright Office to be made in favor of any person or entity other than the Creditor, and (iii) Borrower will provide an updated Exhibit A hereto on a bi-weekly basis such that Exhibit A reflects the name and address of all account debtors and other obligors for all Receivables then outstanding in excess of $1,500 (for purposes of determining the $1,500 threshold, amounts owing by any obligor in respect of Basic Players and Enhanced Players shall be aggregated). Exhibit A shall be divided into two parts, with Part 1 specifying the amount of any Receivables in respect of any Basic Players and Part 2 specifying the amount of any Receivables in respect of any Enhanced Players. Borrower will further promptly notify Creditor if any Receivables in excess of $1,500 become delinquent for more than 90 days. Borrower shall also provide to creditor on a bi-weekly basis a list of all inventory of Players that have not been sold or otherwise disposed of by Borrower. Borrower shall also provide monthly financial statements. The updates to Exhibit A, the notification of delinquent receivables, the list of current inventory and the monthly financial statement in each case shall be certified by an officer of the Borrower and delivered to Xx. Xxxxxxx Xxxxx via e-mail (xxxxxxx.xxxxx@xxxxxxx.xxx) or to such other person and method of delivery as Creditor shall specify in writing with a copy to the Escrow Agent under the Escrow Agreement. It is understood and agreed that without limiting any of Creditors other rights and remedies available hereunder, under the Escrow Agreement, or under applicable law, should the Borrower fail to comply with its obligations under this Section 5, Creditor may suspend, stop or cancel delivery of any Players and reclaim any Players previously shipped or delivered.
