Covenants Concerning Collateral Clause Samples

Covenants Concerning Collateral. Borrower covenants that: a. Borrower will keep the Accounts and Inventory free and clear of any and all security interests, liens, assignments or other encumbrances, except Permitted Encumbrances. b. Borrower will immediately notify Lender of any dispute concerning any Account and of any bankruptcy filing, lien, garnishment, or other legal action concerning any Account or Account Debtor. c. Borrower hereby authorizes Lender to file UCC Financing Statements concerning the Collateral. Borrower will execute and deliver any documents (properly endorsed, if necessary) reasonably requested by Lender for perfection or enforcement of any security interest or lien, give good faith, diligent cooperation to Lender, and perform such other acts reasonably requested by Lender for perfection and enforcement of any security interest or lien, including, without limitation, obtaining control for purposes of perfection with respect to Collateral consisting of deposit accounts, investment property, letter-of-credit rights, and electronic chattel paper. Lender is authorized to file, record, or otherwise utilize such documents as it deems necessary to perfect and/or enforce any security interest or lien granted hereunder. d. Borrower shall keep the Equipment in good repair, ordinary wear and tear and obsolescence excepted, and be responsible for any loss or damage to the Equipment. Borrower shall pay when due all taxes, license fees, and other charges on the Equipment. Borrower shall not sell, convey, transfer, assign, conceal, or in any way dispose of the Equipment. Borrower shall not misuse or permit the Equipment to be used unlawfully or for hire or contrary to the provisions of any insurance coverage. Risk of loss of the Equipment shall be on Borrower at all times unless Lender takes possession of the Equipment. Loss of or damage to the Equipment or any part thereof shall not release Borrower from any of the obligations secured by the Equipment. e. Borrower agrees to insure the Equipment and Inventory, at Borrower’s expense, against loss, damage, theft, and such other risks as Lender may request to the full insurable value thereof with insurance companies and policies satisfactory to Lender. Proceeds from such insurance shall be payable to Lender as its interest may appear. Such policies shall name Lender as an additional insured and as lender loss payee and shall provide for a minimum thirty (30) days written cancellation notice to Lender. Upon request, policies or certifi...

Covenants Concerning Collateral. Each Obligor jointly and severally covenants that: (a) The Obligors will keep the Collateral free and clear of any and all security interests, liens, assignments or other encumbrances, except Permitted Encumbrances and no Obligor shall enter into any licenses with respect to the Collateral, except as granted prior to the effective date herein. (b) The Obligors shall pay the 8th-year Maintenance Fee for the ‘391 Patent by no later than June 17, 2010. (c) Each Obligor does hereby make, constitute, and appoint the Secured Party and its designees as such Obligor’s true and lawful attorney in fact, with full power of substitution, such power to be exercised following and during the continuance of an uncured default under this Patent Security Agreement to do any and all things necessary or proper to carry out the intent of this Patent Security Agreement and to perfect and protect the liens and rights of the Secured Party created under this Patent Security Agreement. (d) The Obligors further agree to execute and deliver to the Secured Party all other written notices and similar documents requested by the Secured Party following an uncured default under this Patent Security Agreement, specifically including an assignment of the entire right, title and interest in and to the ‘391 Patent to the Secured Party. (e) The Obligors shall execute all such collateral assignments with respect to the ‘391 Patent as the Secured Party reasonably requests in order to perfect the security interests in such Collateral. The Obligors shall promptly execute for subsequent filing with the United States Patent and Trademark Office, such collateral assignments with respect to the ‘391 Patent as the Secured Party reasonably requests.

Covenants Concerning Collateral. The Debtor further covenants with the Secured Party as follows: (a) except for the security interest herein granted, the Debtor shall be the owner of or have other rights in the Collateral free from any lien, security interest or other encumbrance, and the Grantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (b) the Debtor shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Secured Party, (c) the Debtor will not use the Collateral in violation of any policy of insurance thereon, (d) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral and any records pertaining thereto, wherever located, at any reasonable time during business hours upon prior notice, (e) the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement other than any taxes contested in good faith and for which appropriate reserves have been established by the Debtor, and (f) the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except as permitted by the Loan Agreement.

Covenants Concerning Collateral b. The Account is due and payable not more than sixty (60) days from the date of the invoice evidencing the Account and is not more than ninety (90) days past the date of the invoice evidencing the Account. c. Performance of all services giving rise to the Account has been completed and all goods giving rise to the Account have been delivered. d. The Account Debtor is located or authorized to do business within the United States or Canada (excluding the province of Newfoundland, the Northwest Territories, and the Territory of Nunavut) and maintains an office and transacts business in the United States or Canada (excluding the province of Newfoundland, the Northwest Territories, and the Territory of Nunavut), or payment of the Account (i) has been assured by a letter of credit in a form and upon terms acceptable to Lender or (ii) is covered under a policy of credit insurance acceptable to Lender which has been assigned to Lender or names Lender as an additional insured and lender loss payee in a form and manner acceptable to Lender. e. No proceeding has been commenced or petition filed under any bankruptcy or insolvency law by or against the Account Debtor; no receiver, trustee or custodian has been appointed for any part of the property of the Account Debtor; and no property of the Account Debtor has been assigned for the benefit of creditors. f. Neither the Account, nor any invoice, credit application, ▇▇▇▇, billing memorandum, correspondence, or any other document relating to an Account, contracts for or charges any interest or any other charge in excess of the maximum non-usurious rate allowed pursuant to applicable law. g. If twenty-five percent (25%) or more of the Accounts owing to Borrower by any particular Account Debtor do not qualify as Eligible Accounts, all Accounts owing by such Account Debtor shall not be Eligible Accounts. h. The Account is not owing by an Account Debtor for whom the terms of sale by Borrower are cash on delivery (“COD”) or considered a cash sale. i. Borrower does not owe an account payable to the Account Debtor which could be set off against the Account. j. If the total of all outstanding Accounts owing by any single Account Debtor equals seventy percent (70%) or more of the total outstanding Accounts owing to Borrower, the amount of Accounts owing by that Account Debtor in excess of this limit shall not be Eligible Accounts. k. If the Account is subject to any type of retainage, only the non-retainage portion of the Accoun...

Covenants Concerning Collateral. Pledgor covenants that: ---------------------------------- a. Pledgor will keep the Collateral free and clear of any and all security interests, liens, assignments or other encumbrances, except those for current taxes and assessments which are not delinquent and those arising from this Agreement. b. Pledgor agrees to give good faith, diligent cooperation to Secured Party and to perform such other acts reasonably requested by Secured Party for perfection and enforcement of said security interests. c. Except for $10,000 worth of shares of common stock that each Pledgor may sell prior to the filing of the registration statement, each Pledgor represents and warrants that Pledgor will not sell any shares of Diversified Product Inspections, Inc. Common Stock that it currently owns or may own after the signing of this Agreement until the earlier of (i) the date that the registration statement covering the Common Stock underlying the Debentures is declared effective or (ii) the date that the Debentures are redeemed or converted in full, including accrued but unpaid interest and liquidated damages, if any.

Covenants Concerning Collateral. Section 8.01

Covenants Concerning Collateral. Borrower covenants with Secured Party as follows: (i) the Collateral, to the extent not delivered to Secured Party pursuant to the terms hereof, will be kept at Borrower's main location and, except with respect to Inventory sold or delivered in the ordinary course of business, Borrower will not remove any of the Collateral from such location, without providing at least thirty (30) days prior written notice to Secured Party;

Covenants Concerning Collateral. Pledgor covenants that: a. Pledgor will keep the Collateral free and clear of any and all security interests, liens, assignments or other encumbrances, except those for current taxes and assessments which are not delinquent and those arising from this Agreement. b. Pledgor agrees to promptly execute and deliver any UCC Financing Statements reasonably requested by Secured Party for perfection or enforcement of this Agreement and the security interests created hereby, and to give good faith, diligent cooperation to Secured Party and to perform such other acts reasonably requested by Secured Party for perfection and enforcement of said security interests.

Covenants Concerning Collateral. Pledgor covenants that: (a) Pledgor will keep the Collateral free and clear of any and all security interests, liens, assignments or other encumbrances, except Permitted Encumbrances. (b) Pledgor agrees to execute and deliver any applications for certificates of title, certificates of title, and other documents (properly endorsed, if necessary) reasonably requested by Secured Party for perfection or, during the continuation of an Event of Default, enforcement of any security interest or lien, and to give good faith, diligent cooperation to Secured Party with respect thereto, and to perform such other acts reasonably requested by Secured Party for perfection and, during the continuation of an Event of Default, enforcement of any security interest or lien created hereunder, including, without limitation, obtaining control for purposes of perfection with respect to Collateral consisting of deposit accounts, investment property, letter-of-credit rights, and electronic chattel paper. Secured Party is authorized to file, record, or otherwise utilize such documents as it deems necessary to perfect and/or enforce any security interest or lien granted hereunder. Notwithstanding anything to the contrary, so long as no Event of Default is continuing and the Secured Party has not given notice to the Pledgor that its rights under this sentence are terminated, Pledgor shall have the right to collect all cash dividends and distributions upon, and exercise all rights (including, without limitation, contractual and governance rights) with respect to, all equity interests and investment property constituting Collateral. (c) Pledgor shall not, in any material respect, misuse or conceal the Equipment or, in any material respect, in any way permit the Equipment to be used unlawfully or contrary to the provisions of any insurance coverage. Risk of loss of the Equipment shall be on Pledgor at all times unless Secured Party takes possession of the Equipment. Loss of or damage to the Equipment or any part thereof shall not release Pledgor from any of the obligations secured by the Equipment. (d) Pledgor shall submit to Secured Party reports as to the Inventory and the Accounts at such times and in such form as Secured Party may reasonably request. Pledgor will at all times keep accurate and complete, in all material respects, records of the Inventory and the Accounts. (e) Until Secured Party exercises its rights as a secured party with respect to the Inventory by taking actual or ...