Covenants by Seller. 8.1. After written notice by 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 the Purchased Accounts, (b) compromise or settle any of the Purchased Accounts for less than the full amount thereof, (c) release in whole or in part any Account Debtor, or (d) grant any credits, discounts, allowances, deductions, return authorizations, or the like with respect to any of the Purchased Accounts.
Covenants by Seller. Seller covenants and agrees with Purchaser that from the date hereof until the Closing Date (as such term is defined in Section 8(a) hereof), Seller shall conduct its business involving the Subject Property as follows (except as specifically provided to the contrary herein):
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. 1. During the period between the Agreement Date and the Completion Date, the Seller shall without prejudice to duties under applicable law or corporate governance duties, procure that:
Covenants by Seller. Seller hereby covenants and agrees that it will not enter into any transaction, take any action or by inaction permit any event to occur that would result in any of its representations or warranties herein contained not being true and correct at and as of the date of the Closing.
Covenants by Seller. Seller covenants and agrees with Purchaser that from the date hereof until the Settlement Date (as herein defined), Seller shall cause Owner to conduct its business involving the Property as follows, and during such period will (except as specifically provided to the contrary herein):
Covenants by Seller. Seller hereby covenants with Purchaser as follows:
Covenants by Seller. Between the Effective Date and the Closing, Xxxxxx agrees that:
Covenants by Seller. 9.1 After written notice by 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 the accounts or any other Collateral which includes a monetary obligation, (b) compromise or settle any of the accounts or any such other Collateral for less than the full amount thereof, (c) release in whole or in part any account debtor or other person liable for the payment of any of the accounts or any such other Collateral, or (d) grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to any of the accounts or any such other Collateral.
Covenants by Seller. 8.1 Seller warrants that all Purchased Accounts are and, at the time of assignment to Purchaser, will be bona fide and existing obligations of customers arising out of the sale of goods and/or the provision of services in the ordinary course of business, free and clear of all setoffs, liens, security interests and encumbrances.
