Covenants and Continuing Agreements Clause Samples
The "Covenants and Continuing Agreements" clause sets out the ongoing promises and obligations that parties must uphold throughout the duration of a contract. These may include requirements such as maintaining certain financial standards, providing regular reports, or refraining from specific actions that could negatively impact the agreement. By clearly outlining these continuing duties, the clause ensures that both parties remain compliant with key terms, thereby reducing the risk of disputes and supporting the long-term success of the contractual relationship.
Covenants and Continuing Agreements. So long as any amount owing in respect of the Obligations (whether or not due) shall remain unpaid, Borrower covenants that, unless otherwise consented to by Lender in writing, it shall:
Covenants and Continuing Agreements. 123126 10.1 Affirmative Covenants 123126 10.2 Negative Covenants 136139 Section 11.
Covenants and Continuing Agreements. 22 8.1 Affirmative Covenants 22 --------------------- 8.2 Negative Covenants 25 ------------------ 8.3 Specific Financial Covenants 28 ---------------------------- SECTION 9. CONDITIONS PRECEDENT 28
Covenants and Continuing Agreements. Affirmative Covenants . So long as any principal of or interest on any Loan or any other Obligations (other than contingent obligations against which no claim has been asserted) are outstanding, each Borrower shall, and shall cause each Subsidiary to:
Covenants and Continuing Agreements. ▇▇▇▇▇▇▇▇ agrees that so long as any amount of the Loan remains unpaid:
Covenants and Continuing Agreements. During the term of this Agreement, and thereafter for so long as there are any amounts outstanding hereunder to Borrower, Borrower covenants that it shall preserve and maintain its separate legal existence and all rights, privileges, and franchises in connection therewith.
Covenants and Continuing Agreements. Section 9.1 Affirmative Covenants..........................................................................18 Section 9.2 Negative Covenants.............................................................................21
Covenants and Continuing Agreements. 43 9.1. Affirmative Covenants 43 (A) Taxes and Liens 43 (B) Tax Returns 43 (C) Payment of Bank Charges 44 (D) Business and Existence 44 (E) Maintain Properties 44 (F) Compliance with Laws 44 (G) ERISA Compliance 44 (H) ERISA Events 45 (I) Business Records 45 (J) Visits and Inspections 45 (K) Financial Statements 45 (L) Notices to Agent 47 (M) Landlord and Storage Agreements 48 (N) Subordinations 48 (O) Further Assurances 48 (P) Mortgagee Waiver 48 (Q) Environmental Matters 49 (R) Insurance 51 (S) Intellectual Property 51 (T) Letters of Credit Supporting Foreign Sales 52 9.2. Negative Covenants 52 (A) Mergers; Consolidations; Acquisitions 52 (B) Loans 52 (C) Total Indebtedness 52 (D) Affiliate Transactions 52 (E) Partnerships or Joint Ventures 53 (F) Adverse Transactions 53 (G) Guaranties 53 (H) Limitation on Liens 53 (I) Distributions 54 (J) Subsidiaries 54 (K) Capital Expenditures 54 (L) Business Locations 54 (M) Change of Business 54 (N) Disposition of Assets 54 (O) Name of Borrower 55 (P) Bill-and-Hold Sales, Etc 55 (Q) Executive Compensation 55 (R) Use of Agent's Name 55 (S) Margin Securities 55 (T) Restricted Investment 55 (U) Fiscal Year 55 (V) Stock of Subsidiary, Etc 55 (W) Leases 55 (X) Tax Consolidation 56 9.3. Specific Financial Covenants 56 SECTION 10. CONDITIONS PRECEDENT 56 10.1. Documentation 56 10.2. Other Conditions 58
Covenants and Continuing Agreements. 34 5.1. Affirmative Covenants. . . . . . . . . . . . . . . . 34 5.2. Negative Covenants.. . . . . . . . . . . . . . . . . 39 5.3. Financial Covenants. . . . . . . . . . . . . . . . . 42
Covenants and Continuing Agreements. Borrower agrees to:
(A) Pay to Lender, on demand, any and all fees, costs or expenses which Lender pays to a bank or other similar institution arising out of or in connection with (i) the forwarding to Borrower or any other Person on behalf of Borrower, by Lender, of proceeds of loans made by Lender to Borrower pursuant to this Agreement, and (ii) the depositing for collection, by Lender, of any check or item of payment received or delivered to Lender on account of the Liabilities;
(B) Promptly upon Borrower's learning, notify Lender of any material delay in Borrower's performance of any of its obligations to any Account Debtor and of any assertion of any claims, offsets, defenses or counterclaims by any Account Debtor and of any allowances or credits granted or other monies advanced by Borrower to any Account Debtor;
(C) Keep books of account and prepare financial statements and furnish to Lender the following (all of the foregoing and following to be kept and prepared in accordance with generally accepted accounting principles applied on a basis consistent, unless Borrower's independent certified public accountants concur in any changes and such changes are disclosed to Lender and are consistent with the then generally accepted accounting principles):
(i) as soon as available, but not later than one hundred twenty (120) days after the close of each fiscal year of Borrower, financial statements of Borrower (including a balance sheet and profit and loss statement with supporting footnotes) as of the end of such year and for the year then ended all in reasonable detail as requested by Lender and examined by a firm of independent certified public accountants of recognized national standing selected by Borrower and containing the unqualified opinion of such independent certified public accountants with respect to the financial statements;
(ii) as soon as available, but no later than thirty (30) days after the end of each month, (A) an unaudited financial statement of Borrower (including a statement of profit and loss and of surplus for the month then ended and a balance sheet as of the end of such month) as of the end of the portion of Borrower's fiscal year then elapsed, all in reasonable detail as requested by Lender and certified by Borrower's principal financial officer as prepared in accordance with generally accepted accounting principles and fairly presenting the financial position and results of operations of Borrower for such period and (B) a cash fl...