Debtor Covenants Clause Samples

Debtor Covenants. In consideration of the mutual covenants and agreements set forth in this Agreement, Debtor shall issue the Incentive Shares to Creditor promptly following the execution of this Agreement.

Debtor Covenants. In consideration of the mutual covenants and agreements set forth in this Agreement, Debtor shall pay to Creditor the Consideration upon (i) receipt by the Debtor of an executed version of this Agreement, and (ii) either the closing of the Asset Sale or NWNV agreeing to permit the issuance of the Consideration prior to the closing of the Asset Sale (see Section 3(d) below).

Debtor Covenants. From and after the date hereof and so long as any amount remains unpaid on any of the Notes, except to the extent compliance in any case or cases is waived in writing by the Holder, each Debtor hereby covenants and agrees with Servicer on behalf of each of the Holders as follows: (a) Servicer and each Holder or their respective designees shall at all reasonable times have full access to, and the right to audit, check, inspect and make abstracts and copies from such Debtor’s books, records and audits. Servicer, each Holder and their respective designees shall keep all such information obtained from each Debtor and Servicer confidential. (b) Each Debtor will at any times and from time to time upon request of Servicer take or cause to be taken any action and execute, acknowledge, deliver or record any further documents, opinions, security agreements or other instruments which Servicer in its reasonable discretion deems necessary or appropriate to carry out the purposes of this Agreement and to preserve, protect and perfect the security intended to be created and preserved in the Collateral and to establish, preserve and protect the security interest of Holders in and to the Collateral. The Holders acknowledge that: (i) the security interest in favor of the Debtors is expressly subordinate to the security interest in favor of any senior lender to any of Debtors as evidenced by the Hilco Subordination Agreement and any subsequent Subordination Agreement and (ii) certain of the Debtors have acquired equipment which is subject to one or more financing statements in favor of the original seller of or a financier or lessor of the equipment, where such equipment is subject to a prior lien, all of which shall be deemed to constitute permitted prior liens. (c) Except as set forth in Section 3(d), above or as otherwise permitted by Servicer or by Holders by written consent of Majority Holders, each Debtor shall not sell, transfer, convey or otherwise dispose of any of the Collateral or any of the assets of Debtors other than: (i) dispositions of inventory in the ordinary course of business or the assets referenced in Section 4(b) immediately above; or (ii) dispositions consented to by any Senior Lender.

Debtor Covenants. Debtor hereby warrants and covenants as follows: (a) Debtor hereby authorizes the Secured Party to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Secured Party may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the Uniform Commercial Code; (b) Debtor will keep the Collateral in good order and will not waste or destroy the Collateral or any part thereof; (c) Debtor will keep and maintain the Collateral in good condition, will at all times keep the Collateral insured against loss, damage, or other risk, and shall cause Secured Party to be named as lender loss payee on each such policy of insurance; (d) The Collateral is or will be kept at the locations set forth on Schedule A attached hereto, and will not be removed from such locations, other than in the ordinary course of its business unless, prior to any such removal, Debtor has given written notice to the Secured Party of the location or locations to which Debtor desires to remove the same; (e) Debtor will promptly notify Secured Party of any material loss or material damage to the Collateral; and (f) Debtor has full power and authority to execute this Agreement, to perform Debtor’s obligations hereunder and subject the Collateral to the security interest created hereby; Debtor will pay all fees, assessments, charges or taxes arising with respect to the Collateral.

Debtor Covenants. Until full payment and performance of all of the Obligations and termination or expiration of any obligation or commitment, unless Secured Party otherwise consents in writing, Debtor covenants and agrees as follows:

Debtor Covenants. Debtor hereby warrants and covenants that (a) Debtor's chief place of business is at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Premises") and Debtor will give each of the Secured Parties prior written notice of any change in Debtor's chief place of business; (b) the Collateral will be kept at the Premises and will not be removed therefrom other than in the ordinary course of business to another location within the State of Connecticut, or with each of the Secured Parties' prior written consent; (c) Debtor will not sell, dispose, or otherwise transfer the Collateral or any interest therein, other than in the ordinary course of business for fair consideration, or with each of the Secured Parties' prior written consent; (d) Debtor shall keep the Collateral free and clear from all other liens or encumbrances, including but not limited to those relating to unpaid charges (including rent) or taxes; (e) Debtor shall upon request of either of the Secured Parties execute, alone or with Secured Parties, any Financing Statement or other documents to record or evidence the Security Interest, and shall cooperate with Secured Parties in the filing of same in all public offices in which filing is deemed by Secured Parties to be necessary or appropriate; (f) Debtor shall maintain insurance with respect to all physical Collateral at all times against risks of fire, theft and other similar risks, in such amounts as Secured Parties may reasonably require; and (g) Debtor shall make all repairs, replacements, additions and improvements necessary to maintain any equipment Collateral in good working order and condition.

Debtor Covenants. That upon execution of this Agreement it shall deliver to Dutchess the Senior Note as full payment of the Compromise Amount.

Debtor Covenants. Debtor covenants and agrees that: Section 4.1 OBLIGATIONS AND THIS SECURITY AGREEMENT. Debtor shall perform promptly all of its agreements herein.

Debtor Covenants. If for any reason Debtor fails to deliver the Series G Preferred Stock certificates within a reasonable period of time as required by this Agreement, NWNV may seek injunctive relief in any court of competent jurisdiction, and Debtor hereby waives any and all defenses to such action. Further, if NWNV is required to take such action, Debtor shall reimburse NWNV for reasonable costs and expenses associated with such action, including, but not limited to, attorney fees.