Common use of Covenants by Seller Clause in Contracts

Covenants by Seller. After written notice by Buyer to Seller, and automatically, without notice, after an Event of Default, Seller shall not: (a) grant any extension of time for payment of any of its Digital Ad Receivables, (b) compromise or settle any of its Digital Ad Receivables for less than Face Value; (c) release in whole or in part any Payor; (d) grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to any of the Digital Ad Receivables. In addition, (i) Seller irrevocably authorizes all employees, agents, accountants and third parties employed by Seller to disclose and deliver to Buyer at Seller's expense all financial information, books and records, work papers, management reports and other information in their possession relating to the Collateral; (ii) Seller shall not create, incur, assume or permit to exist, any lien upon or with respect to the Collateral other than the lien created hereunder; and (iii) Seller shall within two (2) business days after request by Buyer provide Seller with an accounts receivables and/or an accounts payable schedule, each in form and substance satisfactory to Seller, identifying all Digital Ad Receivables of Seller and any Proprietary & Confidential amounts due from Seller to any account debtor in respect of any Digital Ad Receivables. In the event that Xxxxx sends a notice of assignment to a Payor obligated with respect to any Digital Ad Receivable, Seller shall not direct such Payor to pay such Digital Ad Receivable to Seller or any other entity or individual, or otherwise undermine or interfere with such notice of assignment in any manner. Seller agrees that a violation of the foregoing covenant will put the value of the Collateral at risk and will cause irreparable harm to Buyer. Therefore, Xxxxx will be entitled to temporary and permanent injunctive relief to prevent such violation without the necessity of proving that actual damages are not an adequate remedy. Buyer will also be entitled to any proceeds of Purchased Digital Ad Receivables received by Seller as a result of such violation in an amount not to exceed the total Obligations.

Covenants by Seller. After written notice by Buyer to Seller, and automatically, without notice, after an Event of Default, 10.1. Seller shall not: , without the prior written consent of Purchaser in each instance, (a) grant any extension of time for payment of any of its Digital Ad Receivablesthe Accounts, (b) compromise or settle any of its Digital Ad Receivables the Accounts for less than Face Value; the full amount thereof, (c) release in whole or in part any Payor; Account Debtor, or (d) grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to any of the Digital Ad ReceivablesAccounts. In addition10.2. From time to time as requested by Purchaser, at the sole expense of Seller, Purchaser or its designee shall have unrestricted access, during reasonable business hours if prior to an Event of Default and at any time if on or after an Event of Default, to all premises where the Collateral is located for the purposes of inspecting (iand removing, if after the occurrence of an Event of Default) any of the Collateral, including Seller's books and records, and Seller shall permit Purchaser or its designee to make copies of such books and records or extracts therefrom as Purchaser may request. 10.3. Seller shall furnish to Purchaser on a monthly basis such financial statements and other financial information as Purchaser may from time to time request. All such financial statements shall show all material contingent liabilities and shall accurately and fairly present the results of operations and the financial condition of Seller at the dates and for the period indicated. Without limitation of the foregoing, Seller shall furnish to Purchaser the following statements: Page 5 of 15 10.3.1. Income statements of the Seller dated as of the last day of each month, to be delivered within 20 days after the end of each month and certified by Seller as true, correct, and complete, and yearly income statements of Seller to be delivered within 90 days after the end of each fiscal year and certified by Seller as true, correct, and complete. 10.3.2. Schedules containing the aging of accounts receivable and accounts payable of the Seller dated as of the last day of each month, to be delivered within 5 business days after the end of each month and certified by the Seller to be true, correct and complete. 10.3.3. Annual balance sheets and financial statements from Seller within 105 days of the end of each fiscal year of the reporting party, which are true and correct in all respects, have been prepared in accordance with GAAP, and fairly present the financial condition(s) of the person(s) referred to therein as of the date(s) indicated. 10.3.4. If Seller fails to furnish or cause to be furnished promptly any report required above, or if Purchaser reasonably deems such reports to be unacceptable, Purchaser may elect (in addition to exercising any other right and remedy) to conduct an audit of all books and records of Seller and/or prepare the statement or statements which Seller failed to procure and deliver. Such audit shall be made and such statement or statements shall be prepared by an independent firm of certified public accountants to be selected by Purchaser. Seller shall pay all reasonable expenses of the audit and other services, which expenses shall be immediately due and payable. 10.4. Without expense to Purchaser, Purchaser may use any of Seller's personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies and premises for the collection of Accounts and realization on other Collateral as Purchaser, in its sole discretion, deems appropriate. Seller hereby irrevocably authorizes all employees, agents, accountants and third parties employed by Seller to disclose and deliver to Buyer Purchaser at Seller's expense all financial information, books and records, work papers, management reports and other information in their possession relating to Seller. 10.5. Before sending any Invoice to an Account Debtor, Seller shall xxxx same with a notice of assignment as may be required by Purchaser. 10.6. Seller shall pay when due all payroll and other taxes, and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require. 10.7. Except as is set forth in the Collateral; (ii) Intercreditor Agreement by and between Seller, Purchaser and YA Global Investments, L.P., Seller shall not create, incur, assume or permit to exist, exist any lien upon or with respect to any Collateral now owned or hereafter acquired by Seller with the Collateral other than the lien created hereunder; and (iii) sole exception of existing liens filed on Sellers equipment. 10.8. Seller shall within two maintain insurance on all insurable property owned or leased by Seller in the manner, to the extent and against at least such risks (2in any event, including but not limited to fire and business interruption insurance) business days after request as usually maintained by Buyer provide Seller with an accounts receivables and/or an accounts payable schedule, each owners of similar businesses and properties in similar geographic areas. All such insurance shall be in amounts and form and substance satisfactory with insurance companies acceptable to SellerPurchaser in its reasonable discretion. Seller shall furnish to Purchaser: (a) upon written request, identifying any and all Digital Ad Receivables information concerning such insurance carried; (b) as requested by Purchaser, loss payee endorsements (or their equivalent) in favor of Purchaser. All policies of insurance shall provide for not less than thirty (30) day’s prior written cancellation notice to Purchaser. 10.9. Notwithstanding that Seller and any Proprietary & Confidential amounts due from Seller has agreed to any account debtor in respect of any Digital Ad Receivables. In pay the event that Xxxxx sends a notice of assignment to a Payor obligated with respect to any Digital Ad ReceivableMisdirected Payment Fee, Seller shall not direct such Payor deliver in kind to pay such Digital Ad Receivable to Purchaser on the next banking day following the date of receipt by Seller or any other entity or individual, or otherwise undermine or interfere with such notice of assignment in any manner. Seller agrees that a violation of the foregoing covenant will put the value amount of the Collateral at risk and will cause irreparable harm to Buyerany payment on account of a Purchased Account. Therefore, Xxxxx will be entitled to temporary and permanent injunctive relief to prevent such violation without the necessity Page 6 of proving that actual damages are not an adequate remedy. Buyer will also be entitled to any proceeds of Purchased Digital Ad Receivables received by Seller as a result of such violation in an amount not to exceed the total Obligations15 10.10.

Covenants by Seller. After written notice by Buyer Purchaser to Seller, and automatically, without notice, after an Event of Default, Seller shall not: , without the prior written consent of Purchaser in each instance, (a) grant any extension of time for payment of any of its Digital Ad ReceivablesAccounts, (b) compromise or settle any of its Digital Ad Receivables Accounts for less than Face Value; the full amount thereof, (c) release in whole or in part any Payor; Account Debtor, or (d) grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to any of the Digital Ad ReceivablesAccounts. In additionFrom time to time as requested by Purchaser, but not more than once per year at the sole expense of Seller, Purchaser or its designee shall have access, during reasonable business hours if prior to an Event of Default and at any time on or after an Event of Default, to all premises where Collateral is located for the purposes of inspecting (iand removing, if after the occurrence of an Event of Default) any of the Collateral, including Seller's books and records, and Seller shall permit Purchaser or its designee to make copies of such books and records or extracts therefrom as Purchaser may request. Without expense to Purchaser, Purchaser may use any of Seller's personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies and premises for the collection of accounts and realization on other Collateral as Purchaser, in its sole discretion, deems appropriate. Seller hereby irrevocably authorizes all employees, agents, accountants and third parties employed by Seller to disclose and deliver to Buyer Purchaser at Seller's expense all financial information, books and records, work papers, management reports and other information in their possession relating to the Collateral; (ii) Seller. Before sending any Invoice to an Account Debtor, Seller shall xxxx same with a notice of assignment as may be required by Purchaser. Seller shall pay when due all payroll and other taxes, and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require. Seller shall not create, incur, assume or permit to exist, exist any lien upon or with respect to any assets in which Purchaser now or hereafter holds a security interest. Notwithstanding Seller's obligation to pay the Collateral other than the lien created hereunder; and (iii) Seller shall within two (2) business days after request by Buyer provide Seller with an accounts receivables and/or an accounts payable schedule, each in form and substance satisfactory to Seller, identifying all Digital Ad Receivables of Seller and any Proprietary & Confidential amounts due from Seller to any account debtor in respect of any Digital Ad Receivables. In the event that Xxxxx sends a notice of assignment to a Payor obligated with respect to any Digital Ad ReceivableMisdirected Payment Fee, Seller shall not direct such Payor pay to pay such Digital Ad Receivable to Seller or any other entity or individual, or otherwise undermine or interfere with such notice Purchaser on the next banking day following the date of assignment in any manner. Seller agrees that a violation of the foregoing covenant will put the value of the Collateral at risk and will cause irreparable harm to Buyer. Therefore, Xxxxx will be entitled to temporary and permanent injunctive relief to prevent such violation without the necessity of proving that actual damages are not an adequate remedy. Buyer will also be entitled to any proceeds of Purchased Digital Ad Receivables received receipt by Seller as the amount of any payment on account of a result of such violation in an amount not to exceed the total ObligationsPurchased Account.