Common use of Additional Affirmative Covenants Clause in Contracts

Additional Affirmative Covenants. In addition, the Company shall, or shall cause each of its subsidiaries, as applicable, to: (a) promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of the Company or any subsidiary; provided, however, that any such tax, assessment, charge or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if the Company shall have set aside on its books adequate reserves with respect thereto; and provided, further, that the Company shall pay all such taxes, assessments, charges or levies forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor; (b) promptly pay, or cause to be paid, when due, in conformance with customary trade terms, all other indebtedness incident to the operations of the Company and its subsidiaries, if any; (c) keep its properties and those of its subsidiaries in good repair, working order and condition, reasonable wear and tear excepted, and from time to time make all needful and proper repairs, renewals, replacements, additions and improvements thereto; (d) comply, and cause its subsidiaries, if any, to comply, in all material respects, at all times with the provisions of all leases to which any of the Company and its subsidiaries is a party or under which any of them occupies real property; (e) keep its assets and those of its subsidiaries that are of an insurable character insured by reputable insurers against loss or damage by fire and explosion in amounts customary for companies in similar businesses similarly situated; and maintain, with financially sound and reputable insurers, insurance against other hazards and risks and liability to persons and property to the extent and in the manner customary for companies in similar businesses similarly situated; (f) keep true records and books of account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with generally accepted accounting principles applied on a consistent basis; (g) duly observe and conform to, and cause its subsidiaries, if any, to so observe and conform to, in all material respects, all valid requirements of governmental authorities relating to the conduct of their businesses or to their property or assets; and (h) maintain in full force and effect its corporate existence, rights and franchises and use its commercially reasonable efforts to maintain in full force and effect all licenses and other rights to use patents, processes, licenses, trademarks, service marks, trade names or copyrights owned or possessed by it or any subsidiary and necessary to the conduct of its business.

Additional Affirmative Covenants. In addition, the The Company shall, or shall cause each of its subsidiaries, if any and as applicable, to: (a) promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of the Company or any subsidiary; provided, however, that any such tax, assessment, charge or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if the Company shall have set aside on its books adequate reserves under generally accepted accounting principles with respect thereto; and provided, further, that the Company shall pay all such taxes, assessments, charges or levies forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor; (b) promptly pay, or cause use commercially reasonable efforts to be paid, when due, in conformance with customary trade terms, all other indebtedness incident to the operations of the Company and its subsidiaries, if any; (c) keep its properties and those of its subsidiaries subsidiaries, if any, in good repair, working order and condition, reasonable wear and tear excepted, and from time to time make all needful necessary and proper repairs, renewals, replacements, additions and improvements thereto; (d) comply, and cause its subsidiaries, if any, to comply, in all material respects, at all times with the provisions of all leases to which any of the Company and its subsidiaries is a party or under which any of them occupies real property; (e) keep its assets and those of its subsidiaries that are of an insurable character insured by reputable insurers against loss or damage by fire and explosion in amounts customary for companies in similar businesses similarly situated; and maintain, with financially sound and reputable insurers, insurance against other hazards and risks and liability to persons and property to the extent and in the manner customary for companies in similar businesses similarly situated; (fc) keep true records and books of account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with generally accepted accounting principles GAAP applied on a consistent basis; (gd) duly observe and conform to, comply with the organizational documents of the Company; (e) pay compensation to directors and cause its subsidiaries, if any, executive officers of the Company only as approved by the Board or compensation committee thereof; (f) permit the Investors to so observe use the Company’s logos and conform to, trademarks in all material respects, all valid requirements their marketing materials in their ordinary course of governmental authorities relating to the conduct of their businesses or to their property or assetsbusiness; and (hg) maintain provide to the Board, promptly, and in full force and effect its corporate existenceno event more than fifteen (15) days after receipt thereof, rights and franchises and use its commercially reasonable efforts to maintain in full force and effect copies of all licenses audit reports, so-called “management letters” and other rights written reports submitted to use patents, processes, licenses, trademarks, service marks, trade names the Company by independent certified public accountants in connection with each interim or copyrights owned or possessed by it special audit of the Company or any subsidiary and necessary to the conduct of its businesssubsidiaries made by such accountants.

Additional Affirmative Covenants. In addition, the Company shall, or shall cause each Until all indebtedness of its subsidiaries, as applicable, toBorrower to Bank has been paid in full and all Liabilities have been satisfied: (a) promptly pay and discharge, 7.1 Borrower shall submit or cause to be paid submitted to Bank such financial and dischargedother information which Bank shall request regarding Borrower, when due Related Borrower, the Collateral and payableany endorser, all lawful taxes, assessments and governmental charges guarantor or levies imposed upon the income, profits, property or business surety of the Company or any subsidiary; provided, however, that any such tax, assessment, charge or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if the Company shall have set aside on its books adequate reserves with respect thereto; and provided, further, that the Company shall pay all such taxes, assessments, charges or levies forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor; (b) promptly pay, or cause to be paid, when due, in conformance with customary trade terms, all other indebtedness incident to the operations of the Company and its subsidiaries, if any; (c) keep its properties and those of its subsidiaries in good repair, working order and condition, reasonable wear and tear excepted, and from time to time make all needful and proper repairs, renewals, replacements, additions and improvements thereto; (d) comply, and cause its subsidiaries, if any, to comply, in all material respects, at all times with the provisions of all leases to which any of the Company Liabilities when and its subsidiaries is as requested by Bank, including without limitation: (i) Related Borrower's 10-Q reports together with Related Borrower's internally prepared quarterly financial statements within forty-five (45) days after the close of each quarter in each fiscal year including a party or under which any balance sheet as of them occupies real property; (e) keep its assets the close of such period, an income statement, and those a reconciliation of its subsidiaries that are of an insurable character insured by reputable insurers against loss or damage by fire surplus for such period, prepared and explosion in amounts customary for companies in similar businesses similarly situated; and maintain, with financially sound and reputable insurers, insurance against other hazards and risks and liability to persons and property to the extent and in the manner customary for companies in similar businesses similarly situated; (f) keep true records and books of account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and affairs analyzed in accordance with generally accepted accounting principles applied and attested to by an authorized officer of Related Borrower; (ii) Related Borrower's 10-K reports and audited fiscal year-end financial statements, within ninety (90) days after the close of each fiscal year, including a balance sheet as of the close of such period, an income statement, and a reconciliation of stockholders' equity certified by an independent certified public accountant acceptable to Bank and analyzed in accordance with generally accepted accounting principles; (iii) Related Borrower's 8-K reports and all other documents filed by or on a consistent basis; behalf of Related Borrower with the Securities and Exchange Commission (gthe "SEC") duly observe within thirty (30) days, following the filing thereof with the SEC; and conform (iv) together with each delivery of the financial statements and the 8-K reports required by (ii) or (iii) above, the certificate of Borrower stating that no event has occurred which constitutes an event of default or would constitute an event of default but for the requirement that notice be given, or time elapse or both, under any loans, notes, debentures, bonds, leases, or other obligations of Borrower then outstanding, including, but not limited to, and cause its subsidiariesthe Term Loan (such certificate shall publish the accounting calculations used to determine compliance or noncompliance with Related Borrower's financial obligations, including those noted in this Agreement), or, if anyany such event of default or defaults exists, specifying the nature thereof. 7.2 Borrower shall (i) maintain insurance (written by insurance companies acceptable to so observe Bank) in form, amount and conform tosubstance acceptable to Bank; (ii) furnish to Bank, upon request, a statement of the insurance coverage; and (iii) cause Bank to be named as (a) an additional insured on all Borrower's liability insurance policies; and (b) a payee as to all insurance covering Collateral hereunder, pursuant to a New York (long form) standard mortgagee endorsement. All insurance policies shall provide for a minimum of ten (10) days' written cancellation notice to Bank and, at Bank's request, all policies shall be delivered to and held by Bank. In the event of default hereunder, Bank is hereby made attorney-in-fact for Borrower to obtain, adjust, and settle, in all material respectsits sole discretion, all valid requirements such insurance and to endorse any drafts or checks issued in connection with such insurance. In the event of governmental authorities relating failure to provide and maintain insurance required by this Agreement, Bank may, at its option, provide such insurance and charge the conduct of their businesses or costs and expenses incurred to their property or assets; and (h) maintain in full force and effect its corporate existence, rights and franchises and use its commercially reasonable efforts to maintain in full force and effect all licenses and other rights to use patents, processes, licenses, trademarks, service marks, trade names or copyrights owned or possessed by it or any subsidiary and necessary to the conduct of its businessBorrower's Loan Account.

Additional Affirmative Covenants. In addition, the Company The Issuers shall, or and shall cause each of its subsidiariestheir Subsidiaries, if any and as applicable, to: (a) 7.4.1 promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of the Company Issuers or any subsidiarySubsidiary; provided, however, that any such tax, assessment, charge or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if the Company Issuers shall have set aside on its books adequate reserves with respect thereto; and provided, further, that the Company Issuers shall pay all such taxes, assessments, charges or levies forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor; (b) 7.4.2 promptly pay, or cause to be paid, when due, in conformance with customary trade terms, all other indebtedness incident to the operations of the Company Issuers and its subsidiariestheir Subsidiaries, if any, except for such amounts which have been contested in good faith by the Issuers or their Subsidiaries, as applicable; (c) 7.4.3 keep its properties and those of its subsidiaries the Subsidiaries, if any, in good repair, working order and condition, reasonable wear and tear excepted, and from time to time make all needful necessary and proper repairs, renewals, replacements, additions and improvements thereto; (d) 7.4.4 comply, and cause its subsidiariesthe Subsidiaries, if any, to comply, in all material respects, at all times with the provisions of all leases to which any of the Company Issuers and its subsidiaries their Subsidiaries is a party or under which any of them occupies real property; (e) keep its assets and those of its subsidiaries that are of an insurable character insured by reputable insurers against loss or damage by fire and explosion in amounts customary for companies in similar businesses similarly situated; and maintain, with financially sound and reputable insurers, insurance against other hazards and risks and liability to persons and property to the extent and in the manner customary for companies in similar businesses similarly situated; (f) 7.4.5 keep true records and books of account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with generally accepted accounting principles GAAP applied on a consistent basis; (g) 7.4.6 duly observe and conform to, and cause its subsidiariestheir Subsidiaries, if any, to so observe and conform to, in all material respects, all valid requirements of governmental authorities relating to the conduct of their businesses or to their property or assets; and; (h) 7.4.7 duly observe and comply with their Certificate of Incorporation, Bylaws and Material Contracts; 7.4.8 maintain in full force and effect its corporate existence, rights and franchises franchises; and 7.4.9 within sixty (60) days of the date hereof, cause each officer and use its commercially reasonable efforts key employee of the Issuers or their Subsidiaries to maintain in full force enter into an Employee Agreement Regarding Confidentiality, Inventions and effect all licenses and other rights to use patents, processes, licenses, trademarks, service marks, trade names or copyrights owned or possessed by it or any subsidiary and necessary to Noncompetition with the conduct of its businessIssuer.

Additional Affirmative Covenants. In addition, for so long as any -------------------------------- Purchased Shares remain outstanding, and until the occurrence of an "Initial Public Offering" (as defined herein), the Company shall, or shall cause each of its subsidiariesany Subsidiary, as applicable, to: (a) 7.4.1 promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of the Company or any subsidiarySubsidiary; provided, however, that any such tax, assessment, charge or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if the Company shall have set aside on its books adequate reserves with respect thereto; and provided, further, that the Company shall pay all such taxes, assessments, charges or levies forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor; (b) 7.4.2 promptly pay, or cause to be paid, when due, in conformance with customary trade terms, all other material indebtedness incident to the operations of the Company and its subsidiaries, if any, which is not subject to a good faith dispute; (c) 7.4.3 keep its properties and those of its subsidiaries subsidiaries, if any, used in or valuable to the Company's and its subsidiaries' business operations in good repair, working order and condition, reasonable wear and tear excepted, and from time to time make all needful necessary and proper repairs, renewals, replacements, additions and improvements thereto; (d) 7.4.4 comply, and cause its subsidiaries, if any, to comply, in all material respects, at all times with the provisions of all material leases to which any of the Company and its subsidiaries is a party or under which any of them occupies real property; (e) 7.4.5 keep its material assets and those of its subsidiaries that are of an insurable character insured by reputable insurers against loss or damage by fire and explosion in amounts customary for companies in similar businesses similarly situated; and maintain, with financially sound and reputable insurers, insurance against other hazards and risks and liability to persons and property to the extent and in the manner customary for companies in similar businesses similarly situated; (f) 7.4.6 keep true records and books of account in which full, true and correct entries will be made of all dealings or transactions in relation to its and its subsidiaries' business and affairs in accordance with generally accepted accounting principles GAAP applied on a consistent basis; (g) 7.4.7 duly observe and conform to, and cause its subsidiaries, if any, to so observe and conform to, in all material respects, all valid requirements of governmental authorities relating to the conduct of their businesses or to their property or assets; and; (h) 7.4.8 maintain in full force and effect its corporate existence, rights and franchises and use its commercially reasonable efforts to maintain in full force and effect all licenses and other rights to use patents, processes, licenses, trademarks, service marks, trade names or copyrights owned or possessed by it or any subsidiary and necessary to the conduct of its business; and 7.4.9 obtain a confidentiality and non-disclosure agreement as described in Section 7.6 from each new employee of the Company or a subsidiary.

Additional Affirmative Covenants. In addition, for so long as any -------------------------------- Purchased Shares remain outstanding, and until the occurrence of an "Initial Public Offering" (as such term is defined in the Company's Articles of Incorporation), the Company shall, or shall cause each of its subsidiariesany Subsidiary, as applicable, to: (a) 7.4.1 promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of the Company or any subsidiarySubsidiary; provided, however, that any such tax, assessment, charge or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if the Company shall have set aside on its books adequate reserves with respect thereto; and provided, further, that the Company shall pay all such taxes, assessments, charges or levies forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor; (b) 7.4.2 promptly pay, or cause to be paid, when due, in conformance with customary trade terms, all other material indebtedness incident to the operations of the Company and its subsidiaries, if any, which is not subject to a good faith dispute; (c) 7.4.3 keep its properties and those of its subsidiaries subsidiaries, if any, used in or valuable to the Company's and its subsidiaries' business operations in good repair, working order and condition, reasonable wear and tear excepted, and from time to time make all needful necessary and proper repairs, renewals, replacements, additions and improvements thereto; (d) 7.4.4 comply, and cause its subsidiaries, if any, to comply, in all material respects, at all times with the provisions of all leases to which any of the Company and its subsidiaries is a party or under which any of them occupies real property; (e) 7.4.5 keep its material assets and those of its subsidiaries that are of an insurable character insured by reputable insurers against loss or damage by fire and explosion in amounts customary for companies in similar businesses similarly situated; and maintain, with financially sound and reputable insurers, insurance against other hazards and risks and liability to persons and property to the extent and in the manner customary for companies in similar businesses similarly situated; (f) 7.4.6 keep true records and books of account in which full, true and correct entries will be made of all dealings or transactions in relation to its and its subsidiaries' business and affairs in accordance with generally accepted accounting principles GAAP applied on a consistent basis; (g) 7.4.7 duly observe and conform to, and cause its subsidiaries, if any, to so observe and conform to, in all material respects, all valid requirements of governmental authorities relating to the conduct of their businesses or to their property or assets; and; (h) 7.4.8 maintain in full force and effect its corporate existence, rights and franchises and use its commercially reasonable efforts to maintain in full force and effect all licenses and other rights to use patents, processes, licenses, trademarks, service marks, trade names or copyrights owned or possessed by it or any subsidiary and necessary to the conduct of its business; and 7.4.9 obtain a confidentiality and non-disclosure agreement as described in Section 7.7 from each new employee of the Company or a subsidiary.

Additional Affirmative Covenants. In addition, the Company The Issuers shall, or and shall cause each of its subsidiariestheir Subsidiaries, if any and as applicable, to: (a) 7.4.1. promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of the Company Issuers or any subsidiarySubsidiary; provided, however, that any such tax, assessment, charge or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if the Company Issuers shall have set aside on its books adequate reserves with respect thereto; and provided, further, that the Company Issuers shall pay all such taxes, assessments, charges or levies forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor; (b) 7.4.2. promptly pay, or cause to be paid, when due, in conformance with customary trade terms, all other indebtedness incident to the operations of the Company Issuers and its subsidiariestheir Subsidiaries, if any, except for such amounts which have been contested in good faith by the Issuers or their Subsidiaries, as applicable; (c) 7.4.3. keep its properties and those of its subsidiaries the Subsidiaries, if any, in good repair, working order and condition, reasonable wear and tear excepted, and from time to time make all needful necessary and proper repairs, renewals, replacements, additions and improvements thereto; (d) 7.4.4. comply, and cause its subsidiariesthe Subsidiaries, if any, to comply, in all material respects, at all times with the provisions of all leases to which any of the Company Issuers and its subsidiaries their Subsidiaries is a party or under which any of them occupies real property; (e) keep its assets and those of its subsidiaries that are of an insurable character insured by reputable insurers against loss or damage by fire and explosion in amounts customary for companies in similar businesses similarly situated; and maintain, with financially sound and reputable insurers, insurance against other hazards and risks and liability to persons and property to the extent and in the manner customary for companies in similar businesses similarly situated; (f) 7.4.5. keep true records and books of account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with generally accepted accounting principles GAAP applied on a consistent basis; (g) 7.4.6. duly observe and conform to, and cause its subsidiariestheir Subsidiaries, if any, to so observe and conform to, in all material respects, all valid requirements of governmental authorities relating to the conduct of their businesses or to their property or assets; and; (h) 7.4.7. duly observe and comply with their Certificate of Incorporation, Bylaws and Material Contracts; 7.4.8. maintain in full force and effect its corporate existence, rights and franchises franchises; and 7.4.9. within sixty (60) days of the date hereof, cause each officer and use its commercially reasonable efforts key employee of the Issuers or their Subsidiaries to maintain in full force enter into an Employee Agreement Regarding Confidentiality, Inventions and effect all licenses and other rights to use patents, processes, licenses, trademarks, service marks, trade names or copyrights owned or possessed by it or any subsidiary and necessary to Noncompetition with the conduct of its businessIssuer.