Operation of Business—Affirmative Covenants Sample Clauses

Operation of Business—Affirmative Covenants. Except as otherwise permitted or required by this Agreement, from the date hereof until the Closing, the Bank will (i) maintain its corporate existence in good standing; (ii) maintain the general character of its business and conduct its business in its ordinary and usual manner; (iii) extend credit in accordance with existing lending policies, except that it shall not, without prior written consent of the Buyer, make any new loan or modify, restructure or renew any existing loan (except pursuant to commitments made prior to the date of this Agreement) to any borrower if the amount of the resulting loan, when aggregated with all other loans or extensions of credit to such person, would be in excess of $50,000.00; (iv) maintain proper business and accounting records in accordance with generally accepted accounting principles; (v) maintain its properties in good repair and condition, ordinary wear and tear excepted; (vi) maintain in all material respects presently existing insurance coverage; (vii) use its Reasonable Best Efforts to preserve its business organization intact, to keep the services of its present principal employees and to preserve their good will and the good will of its suppliers, customers and other having business relationships with it; (viii) use its Reasonable Best Efforts to obtain any approvals or consents required to maintain existing leases and other contracts in effect following the Closing; (ix) comply in all material respects with all laws, regulations, ordinances, codes, orders, licenses and permits applicable to the properties and operations of the Bank; and (x) permit Buyer and his representatives (including his accountants and lawyers) to examine its books, records, and properties and to interview officers, employees and agents at all reasonable times when it is open for business. In addition, the Bank will supply (and update prior to Closing) a Schedule 4.1, which schedule shall identify all transactions in excess of $50,000 that the Bank deems in the ordinary course of business.
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Operation of Business—Affirmative Covenants. Except as provided in this Agreement and as related to the Refinancing, unless the Buyer otherwise agrees, Sellers shall, and shall cause the Company and each of the Subsidiaries to:
Operation of Business—Affirmative Covenants. (a) From the date hereof to and including the earlier of (x) the Closing Date and (y) the termination of this Agreement in accordance with its terms, each Seller and each Blocker Seller shall cause each Sold Entity to (i) conduct its operations in the ordinary course of business consistent with past practice and in accordance with this Agreement and (ii) use its reasonable best efforts to (A) preserve intact its business organization, goodwill and Permits, (B) keep available the services of its officers and key employees and (C) maintain existing relationships with customers, Dealers, subscribers, agents and others having material business dealings with any of them, in each case, consistent with past practice, (D) maintain insurance coverages and its books, records and accounts in the usual manner consistent with past practice, (E) comply in all respects with all material Laws, statutes, ordinances, rules and regulations of Governmental Entities applicable to it, (F) maintain and keep its material properties and Equipment in good repair, working order and condition, normal wear and tear excepted, and (G) perform its material obligations under all Material Contracts to which it is a party. Notwithstanding anything to the contrary set forth herein, the Company and its Subsidiaries may make payments to Dealers on the Closing Date for Alarm Monitoring Agreements received by the Company or its Subsidiaries up to (and including) the Business Day immediately preceding the Closing Date which are qualified to be purchased by the Company or its Subsidiaries no later than such immediately preceding Business Day in the ordinary course of business consistent with past practice.

Related to Operation of Business—Affirmative Covenants

  • CERTAIN AFFIRMATIVE COVENANTS The Company or, to the extent required hereunder, any Subsidiary should fail to perform or comply with Sections 8(A) through 8(H)(ii), 8(H)(vi), (vii), and (viii), or any reporting covenant set forth in any Supplement hereto, and such failure continues for 15 days after written notice thereof shall have been delivered by CoBank to the Company.

  • Certain Negative Covenants Each of the Borrowers covenants and agrees that, so long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note is outstanding or any Lender has any obligation to make any Loans or the Administrative Agent has any obligations to issue, extend or renew any Letters of Credit:

  • BORROWER'S AFFIRMATIVE COVENANTS Each Borrower covenants and agrees that, so long as any of the Commitments hereunder shall remain in effect and until payment in full of all of the Loans and other Obligations and the cancellation or expiration of all Letters of Credit, unless Requisite Lenders shall otherwise give prior written consent, such Borrower shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 6.

  • COMPANY'S AFFIRMATIVE COVENANTS Company covenants and agrees that, so long as any of the Commitments hereunder shall remain in effect and until payment in full of all of the Loans and other Obligations and the cancellation or expiration of all Letters of Credit, unless Requisite Lenders shall otherwise give prior written consent, Company shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 6.

  • AFFIRMATIVE COVENANTS Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

  • BORROWER'S NEGATIVE COVENANTS Borrower covenants and agrees that, so long as any of the Commitments hereunder shall remain in effect and until payment in full of all of the Loans and other Obligations and the cancellation or expiration of all Letters of Credit, unless Requisite Lenders shall otherwise give prior written consent, Borrower shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 7.

  • AFFIRMATIVE AND NEGATIVE COVENANTS The Borrower covenants and agrees that, so long as any Bank has any Commitment hereunder or any Obligations remain unpaid:

  • Additional Affirmative Covenants All affirmative covenants made by the Borrowers or Guarantors or any of them in the Credit Agreement are incorporated herein by reference and are hereby also made by Trustor as to itself and the Trust Property as though such covenants were set forth at length herein as the covenants of Trustor.

  • CERTAIN NEGATIVE COVENANTS OF THE BORROWER The Borrower covenants and agrees that, so long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note is outstanding or any Bank has any obligation to make any Loans or the Agent has any obligations to issue, extend or renew any Letters of Credit:

  • NEGATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:

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