Common use of Information Regarding Borrower Clause in Contracts

Information Regarding Borrower. (a) Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s jurisdiction of organization, corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure or (iv) in any Loan Party’s Federal Taxpayer Identification Number. Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged in any material respect or destroyed. (b) After the Effective Date, Borrower will notify the Administrative Agent in writing promptly upon Borrower’s or any other Loan Party’s acquisition or ownership of any estate (fee simple or leasehold) of real property, wherever located, other than the Mortgaged Property and Excluded Assets or of any personal property other than Excluded Assets not already covered by the Security Documents (such acquisition or ownership being herein called an “Additional Collateral Event” and the property so acquired or owned being herein called “Additional Collateral”). As soon as practicable and in any event within thirty (30) days after an Additional Collateral Event, Borrower shall (a) execute and deliver or cause to be executed and delivered Security Documents, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent and duly executed by Borrower or the other applicable Loan Party, covering and affecting and granting a first-priority Lien upon the applicable Additional Collateral, and such other documents (including all items required by Administrative Agent in connection with the Security Documents executed prior to the initial Loans being made hereunder, such as surveys, environmental assessments, certificates, legal opinions, all in form and substance reasonably satisfactory to Administrative Agent) as may be required by Administrative Agent in connection with the execution and delivery of such Security Documents; (b) with respect to any Additional Collateral which is real property, to the extent required by Administrative Agent, cause a title insurance underwriter satisfactory to Administrative Agent to issue to Administrative Agent a mortgage policy of title insurance, in form and substance satisfactory to Administrative Agent, insuring the first-priority Lien of the applicable Mortgage in such amount as is satisfactory to Administrative Agent, and (c) deliver or cause to be delivered by applicable Loan Parties such other documents or certificates consistent with the terms of this Agreement and relating to the transactions contemplated hereby as the Administrative Agent may reasonably request.

Appears in 2 contracts

Sources: Credit Agreement (Healthtronics, Inc.), Credit Agreement (Healthtronics, Inc.)

Information Regarding Borrower. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s jurisdiction of organization, organization or corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility)it, (iii) in any Loan Party’s identity or corporate structure or (iv) in any Loan Party’s Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been or will, promptly after giving effect to such change, be made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged in any material respect or destroyed. (b) After the Effective DateDate (and after giving effect to the closing of the Purchase Agreement), Borrower will notify the Administrative Agent in writing promptly upon Borrower’s or any of its Subsidiaries’ (other Loan Party’s than Foreign Subsidiaries) acquisition or ownership of any estate (fee simple or leasehold) of real property, wherever located, located (other than the Mortgaged Property and Excluded Assets Assets) or of any personal property (other than Excluded Assets Assets) not already covered by the Security Documents (such acquisition or ownership being herein called an “Additional Collateral Event” and the property so acquired or owned being herein called “Additional Collateral”). As soon as practicable and in any event within thirty (30) days (or such longer period as the Administrative Agent shall agree) after an Additional Collateral Event, Borrower shall (a) execute and deliver or cause to be executed and delivered Security Documents, in form and substance reasonably satisfactory to Administrative Agent, in favor of Administrative Agent and duly executed by Borrower or the other applicable Loan PartySubsidiary, covering and affecting and granting a first-priority Lien upon the applicable Additional Collateral, and such other documents (including all items required by Administrative Agent in connection with the Security Documents executed prior to the initial Loans being made hereunderincluding, such as without limitation, surveys, environmental assessments, certificates, legal opinions, all in form and substance reasonably satisfactory to Administrative Agent) as may be reasonably required by Administrative Agent in connection with the execution and delivery of such Security Documents; (b) with respect to any Additional Collateral which is real property, to the extent required by Administrative Agent, deliver to Administrative Agent evidence reasonably satisfactory to the Administrative Agent that none of the Mortgaged Property lies in an area requiring special notices of flood hazard issues or the purchase of flood hazard insurance and such surveys, abstracts and appraisals as may be required pursuant to the applicable Mortgage or as the Administrative Agent may reasonably request and cause a title insurance underwriter satisfactory to Administrative Agent to issue to Administrative Agent a mortgage policy of title insurance, in form and substance reasonably satisfactory to Administrative Agent, insuring the first-priority Lien of the applicable Mortgage in such amount as is reasonably satisfactory to Administrative Agent, and (c) deliver or cause to be delivered by applicable Loan Parties Subsidiaries of Borrower such other documents or certificates consistent with the terms of this Agreement and relating to the transactions contemplated hereby as the Administrative Agent may reasonably request.

Appears in 2 contracts

Sources: Credit Agreement (DXP Enterprises Inc), Credit Agreement (DXP Enterprises Inc)

Information Regarding Borrower. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s jurisdiction of organization, corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure or (iv) in any Loan Party’s Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged in any material respect or destroyeddestroyed and such loss or damage exceeds $100,000 per occurrence. (b) After the Effective Date, Borrower will notify the Administrative Agent in writing promptly upon Borrower’s or any other Loan Party’s of its Subsidiaries’ acquisition or ownership of any estate (fee simple or leasehold) of real property, wherever located, property (other than the Mortgaged Property and other than Excluded Assets Assets) or of any personal property (other than Excluded Assets Assets) not already covered by the Security Documents (such acquisition or ownership being herein called an “Additional Collateral Event” and the property so acquired or owned being herein called “Additional Collateral”). As soon as practicable and in any event within thirty (30) days after an Additional Collateral Event, Borrower shall (a) execute and deliver or cause to be executed and delivered Security Documents, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent and duly executed by Borrower or the other applicable Loan PartySubsidiary, covering and affecting and granting a first-priority Lien upon the applicable Additional Collateral, and such other documents (including all items including, to the extent required by the Administrative Agent in connection with the Security Documents executed prior to the initial Loans being made hereunderand without limitation, such as surveys, abstracts, appraisals, environmental assessments, certificates, and legal opinions, all in form and substance reasonably satisfactory to Administrative Agent) as may be required by Administrative Agent in connection with the execution and delivery of such Security Documents; (b) with respect to any Additional Collateral which is real property, to the extent required by Administrative Agent, cause a title insurance underwriter satisfactory to Administrative Agent to issue to Administrative Agent a mortgage policy of title insurance, in form and substance satisfactory to Administrative Agent, insuring the first-priority Lien of the applicable Mortgage in such amount as is satisfactory to Administrative Agent, and (c) deliver or cause to be delivered by applicable Loan Parties Subsidiaries of Borrower such other documents or certificates consistent with the terms of this Agreement and relating to the transactions contemplated hereby as the Administrative Agent may reasonably request. (c) At any reasonable time and from time to time during normal business hours and without undue interference to Borrower’s or any of its Subsidiaries’ businesses, Borrower will permit, and will cause each of its Subsidiaries to permit, representatives of Administrative Agent: (i) to examine and make copies of the books and records of, and visit and inspect the properties or assets of Borrower and any of its Subsidiaries and to discuss the business, operations, and financial condition of any such Persons with their respective officers and employees and with their independent certified public accountants; (ii) to conduct field audits (consisting of audits, verifications and inspections of the accounts receivable, inventory and assets of Borrower and its Subsidiaries, conducted by an independent third Person selected by Administrative Agent); provided, however, that Borrower shall only be required to reimburse Administrative Agent for one (1) such field audit during any fiscal year of Borrower; and (iii) to conduct appraisals of the assets of Borrower and its Subsidiaries; provided, however, that if an Event of Default has occurred and is continuing, the cost of one (1) appraisal of all the assets of Borrower and its Subsidiaries during each calendar year shall be paid by Borrower (otherwise such cost shall be paid by Lenders).

Appears in 1 contract

Sources: Credit Agreement (Orion Marine Group Inc)

Information Regarding Borrower. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s jurisdiction of organization, organization or corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility)it, (iii) in any Loan Party’s identity or corporate structure or (iv) in any Loan Party’s Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been or will, promptly after giving effect to such change, be, made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged in any material respect or destroyed. (b) After the Effective DateDate (and after giving effect to the closing of the Purchase Agreement), Borrower will notify the Administrative Agent in writing promptly upon Borrower’s or any of its Subsidiaries’ (other Loan Party’s than Foreign Subsidiaries) acquisition or ownership of any estate (fee simple or leasehold) of real property, wherever located, located (other than the Mortgaged Property and Excluded Assets Assets) or of any personal property (other than Excluded Assets Assets) not already covered by the Security Documents (such acquisition or ownership being herein called an “Additional Collateral Event” and the property so acquired or owned being herein called “Additional Collateral”). As soon as practicable and in any event within thirty (30) days (or such longer period as the Administrative Agent shall agree) after an Additional Collateral Event, Borrower shall (a) execute and deliver or cause to be executed and delivered Security Documents, in form and substance reasonably satisfactory to Administrative Agent, in favor of Administrative Agent and duly executed by Borrower or the other applicable Loan PartySubsidiary, covering and affecting and granting a first-priority Lien upon the applicable Additional Collateral, and such other documents (including all items required by Administrative Agent in connection with the Security Documents executed prior to the initial Loans being made hereunderincluding, such as without limitation, surveys, environmental assessments, certificates, legal opinions, all in form and substance reasonably satisfactory to Administrative Agent) as may be reasonably required by Administrative Agent in connection with the execution and delivery of such Security Documents; (b) with respect to any Additional Collateral which is real property, to the extent required by Administrative Agent, cause a title insurance underwriter satisfactory to Administrative Agent to issue to Administrative Agent a mortgage policy of title insurance, in form and substance reasonably satisfactory to Administrative Agent, insuring the first-priority Lien of the applicable Mortgage in such amount as is reasonably satisfactory to Administrative Agent, and (c) deliver or cause to be delivered by applicable Loan Parties Subsidiaries of Borrower such other documents or certificates consistent with the terms of this Agreement and relating to the transactions contemplated hereby as the Administrative Agent may reasonably request.

Appears in 1 contract

Sources: Credit Agreement (DXP Enterprises Inc)

Information Regarding Borrower. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's jurisdiction of organization, corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s 's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any Loan Party’s 's Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged in any material respect or destroyeddestroyed and such loss or damage exceeds $100,000 per occurrence. (b) After the Effective Date, Borrower will notify the Administrative Agent in writing promptly upon Borrower’s 's or any other Loan Party’s of its Subsidiaries' acquisition or ownership of any estate (fee simple or leasehold) of real property, wherever located, property (other than the Mortgaged Property and other than Excluded Assets Assets) or of any personal property (other than Excluded Assets Assets) not already covered by the Security Documents (such acquisition or ownership being herein called an “Additional Collateral Event” and the property so acquired or owned being herein called “Additional Collateral”). As soon as practicable and in any event within thirty (30) days after an Additional Collateral Event, Borrower shall (a) execute and deliver or cause to be executed and delivered Security Documents, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent and duly executed by Borrower or the other applicable Loan PartySubsidiary, covering and affecting and granting a first-priority Lien upon the applicable Additional Collateral, and such other documents (including all items including, to the extent required by the Administrative Agent in connection with the Security Documents executed prior to the initial Loans being made hereunderand without limitation, such as surveys, abstracts, appraisals, environmental assessments, certificates, and legal opinions, all in form and substance reasonably satisfactory to Administrative Agent) as may be required by Administrative Agent in connection with the execution and delivery of such Security Documents; (b) with respect to any Additional Collateral which is real property, to the extent required by Administrative Agent, cause a title insurance underwriter satisfactory to Administrative Agent to issue to Administrative Agent a mortgage policy of title insurance, in form and substance satisfactory to Administrative Agent, insuring the first-priority Lien of the applicable Mortgage in such amount as is satisfactory to Administrative Agent, and (c) deliver or cause to be delivered by applicable Loan Parties Subsidiaries of Borrower such other documents or certificates consistent with the terms of this Agreement and relating to the transactions contemplated hereby as the Administrative Agent may reasonably request. (c) At any reasonable time and from time to time during normal business hours and without undue interference to Borrower's or any of its Subsidiaries' businesses, Borrower will permit, and will cause each of its Subsidiaries to permit, representatives of Administrative Agent: (i) to examine and make copies of the books and records of, and visit and inspect the properties or assets of Borrower and any of its Subsidiaries and to discuss the business, operations, and financial condition of any such Persons with their respective officers and employees and with their independent certified public accountants; (ii) to conduct field audits (consisting of audits, verifications and inspections of the accounts receivable, inventory and assets of Borrower and its Subsidiaries, conducted by an independent third Person selected by Administrative Agent); provided, however, that Borrower shall only be required to reimburse Administrative Agent for one (1) such field audit during any fiscal year of Borrower; and (iii) to conduct appraisals of the assets of Borrower and its Subsidiaries; provided, however, that if an Event of Default has occurred and is continuing, the cost of one (1) appraisal of all the assets of Borrower and its Subsidiaries during each calendar year shall be paid by Borrower (otherwise such cost shall be paid by Lenders).

Appears in 1 contract

Sources: Credit Agreement (Orion Marine Group Inc)

Information Regarding Borrower. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's jurisdiction of organization, organization or corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the location of any Loan Party’s 's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any Loan Party’s 's Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged in any material respect or destroyed. (b) . After the Effective Date, Borrower will notify the Administrative Agent in writing promptly upon Borrower’s 's or any other Loan Party’s of its Subsidiaries' acquisition or ownership of any estate (fee simple or leasehold) of real property, wherever located, other than the Mortgaged Property and Excluded Assets or of any personal property other than Excluded Assets not already covered by the Security Documents (such acquisition or ownership being herein called an "Additional Collateral Event" and the property so acquired or owned being herein called "Additional Collateral"). As soon as practicable and in any event within thirty (30) days after an Additional Collateral Event, Borrower shall (a) execute and deliver or cause to be executed and delivered Security Documents, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent and duly executed by Borrower or the other its applicable Loan PartySubsidiary, covering and affecting and granting a first-priority Lien upon the applicable Additional Collateral, and such other documents (including including, without limitation, all items required by Administrative Agent in connection with the Security Documents executed prior to the initial Loans being made hereunder, such as surveys, environmental assessments, certificates, legal opinions, all in form and substance reasonably satisfactory to Administrative Agent) as may be required by Administrative Agent in connection with the execution and delivery of such Security Documents; (b) with respect to any Additional Collateral which is real property, to the extent required by Administrative Agent, cause a title insurance underwriter satisfactory to Administrative Agent to issue to Administrative Agent a mortgage policy of title insurance, in form and substance satisfactory to Administrative Agent, insuring the first-priority Lien of the applicable Mortgage in such amount as is satisfactory to Administrative Agent, and (c) deliver or cause to be delivered by applicable Loan Parties Subsidiaries of Borrower such other documents or certificates consistent with the terms of this Agreement and relating to the transactions contemplated hereby as the Administrative Agent may reasonably request.

Appears in 1 contract

Sources: Credit Agreement (Lubys Inc)

Information Regarding Borrower. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s jurisdiction of organization, corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure or (iv) in any Loan Party’s Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged in any material respect or destroyed. (b) After the Effective Date, Borrower will notify the Administrative Agent in writing promptly upon Borrower’s or any other Loan Party’s of its Subsidiaries’ acquisition or ownership of any estate (fee simple or leasehold) of real property, wherever located, property (other than the Mortgaged Property and other than Excluded Assets Assets) or of any personal property (other than Excluded Assets Assets) not already covered by the Security Documents (such acquisition or ownership being herein called an “Additional Collateral Event” and the property so acquired or owned being herein called “Additional Collateral”). As soon as practicable and in any event within thirty sixty (3060) days (or such longer period of time as may be acceptable to the Administrative Agent in its sole discretion) after an Additional Collateral Event, Borrower shall (a) execute and deliver or cause to be executed and delivered Security Documents, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent and duly executed by Borrower or the other applicable Loan PartySubsidiary, covering and affecting and granting a first-priority Lien upon the applicable Additional Collateral, and such other documents (including including, without limitation, all items required by Administrative Agent in connection with the Security Documents executed prior to the initial Loans being made hereunder, such as surveys, environmental assessments, certificates, legal opinions, all in form and substance reasonably satisfactory to Administrative Agent) as may be required requested by Administrative Agent in connection with the execution and delivery of such Security Documents; (b) with respect to any Additional Collateral which is real property, to the extent required by Administrative Agent, cause a title insurance underwriter satisfactory to Administrative Agent to issue to Administrative Agent a mortgage policy of title insurance, in form and substance satisfactory to Administrative Agent, insuring the first-priority Lien (subject only to Permitted Encumbrances) of the applicable Mortgage in such amount as is satisfactory to Administrative Agent, and (c) deliver or cause to be delivered by applicable Loan Parties Subsidiaries of Borrower such other documents or certificates consistent with the terms of this Agreement and relating to the transactions contemplated hereby as the Administrative Agent may reasonably request.

Appears in 1 contract

Sources: Credit Agreement (Solaris Oilfield Infrastructure, Inc.)

Information Regarding Borrower. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's jurisdiction of organization, organization or corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the location of any Loan Party’s 's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or corporate structure or (iv) in any Loan Party’s 's Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged in any material respect or destroyed. (b) . After the Effective Date, Borrower will notify the Administrative Agent in writing promptly upon Borrower’s 's or any other Loan Party’s of its Subsidiaries' acquisition or ownership of any estate (fee simple or leasehold) of real property, wherever located, other than the Mortgaged Property and Excluded Assets or of any personal property other than Excluded Assets not already covered by the Security Documents (such acquisition or ownership being herein called an "Additional Collateral Event" and the property Property so acquired or owned being herein called "Additional Collateral"). As soon as practicable and in any event within thirty (30) days after an Additional Collateral Event, Borrower shall (a) execute and deliver or cause to be executed and delivered Security Documents, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent and duly executed by Borrower or the other its applicable Loan PartySubsidiary, covering and affecting and granting a first-priority Lien upon the applicable Additional Collateral, and such other documents (including including, without limitation, all items required by Administrative Agent in connection with the Security Documents executed prior to the initial Term Loans being made hereunder, such as surveys, environmental assessments, certificates, legal opinions, all in form and substance reasonably satisfactory to Administrative AgentAgent and the Required Lenders) as may be required by Administrative Agent or the Required Lenders in connection with the execution and delivery of such Security Documents; (b) with respect to any Additional Collateral which is real property, to the extent required by Administrative AgentAgent or the Required Lenders, cause a title insurance underwriter satisfactory to Administrative Agent and the Required Lenders to issue to Administrative Agent a mortgage policy of title insurance, in form and substance satisfactory to Administrative AgentAgent and the Required Lenders, insuring the firstsecond-priority Lien of the applicable Mortgage in such amount as is satisfactory to Administrative AgentAgent and the Required Lenders, and (c) deliver or cause to be delivered by applicable Loan Parties Subsidiaries of Borrower such other documents or certificates consistent with the terms of this Agreement and relating to the transactions contemplated hereby as the Administrative Agent may reasonably request.

Appears in 1 contract

Sources: Term Loan Agreement (Lubys Inc)

Information Regarding Borrower. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s jurisdiction of organization, organization or corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility)it, (iii) in any Loan Party’s identity or corporate structure or (iv) in any Loan Party’s Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been or will, promptly after giving effect to such change, be,made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged in any material respect or destroyed. (b) After the Effective DateDate (and after giving effect to the closing of the Purchase Agreement), Borrower will notify the Administrative Agent in writing promptly upon Borrower’s or any of its Subsidiaries’ (other Loan Party’s than Foreign Subsidiaries) acquisition or ownership of any estate (fee simple or leasehold) of real property, wherever located, located (other than the Mortgaged Property and Excluded Assets Assets) or of any personal property (other than Excluded Assets Assets) not already covered by the Security Documents (such acquisition or ownership being herein called an “Additional Collateral Event” and the property so acquired or owned being herein called “Additional Collateral”). As soon as practicable and in any event within thirty (30) days (or such longer period as the Administrative Agent shall agree) after an Additional Collateral Event, Borrower shall (a) execute and deliver or cause to be executed and delivered Security Documents, in form and substance reasonably satisfactory to Administrative Agent, in favor of Administrative Agent and duly executed by Borrower or the other applicable Loan PartySubsidiary, covering and affecting and granting a first-priority Lien upon the applicable Additional Collateral, and such other documents (including all items required by Administrative Agent in connection with the Security Documents executed prior to the initial Loans being made hereunderincluding, such as without limitation, surveys, environmental assessments, certificates, legal opinions, all in form and substance reasonably satisfactory to Administrative Agent) as may be reasonably required by Administrative Agent in connection with the execution and delivery of such Security Documents; (b) with respect to any Additional Collateral which is real property, to the extent required by Administrative Agent, deliver to Administrative Agent evidence reasonably satisfactory to the Administrative Agent that none of the Mortgaged Property lies in an area requiring special notices of flood hazard issues or the purchase of flood hazard insurance and such surveys, abstracts and appraisals as may be required pursuant to the applicable Mortgage or as the Administrative Agent may reasonably request and cause a title insurance underwriter satisfactory to Administrative Agent to issue to Administrative Agent a mortgage policy of title insurance, in form and substance reasonably satisfactory to Administrative Agent, insuring the first-priority Lien of the applicable Mortgage in such amount as is reasonably satisfactory to Administrative Agent, and (c) deliver or cause to be delivered by applicable Loan Parties Subsidiaries of Borrower such other documents or certificates consistent with the terms of this Agreement and relating to the transactions contemplated hereby as the Administrative Agent may reasonably request.

Appears in 1 contract

Sources: Credit Agreement (DXP Enterprises Inc)

Information Regarding Borrower. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s jurisdiction of organization, corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure or (iv) in any Loan Party’s Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged in any material respect or destroyed.destroyed and such loss or damage exceeds $100,000 per occurrence. HOU:0050320/00182:1451919v12 (b) After the Effective Date, Borrower will notify the Administrative Agent in writing promptly upon Borrower’s or any other Loan Party’s of its Subsidiaries’ acquisition or ownership of any estate (fee simple or leasehold) of real property, wherever located, property (other than the Mortgaged Property and other than Excluded Assets Assets) or of any personal property (other than Excluded Assets Assets) not already covered by the Security Documents (such acquisition or ownership being herein called an “Additional Collateral Event” and the property so acquired or owned being herein called “Additional Collateral”). As soon as practicable and in any event within thirty (30) days after an Additional Collateral Event, Borrower shall (a) execute and deliver or cause to be executed and delivered Security Documents, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent and duly executed by Borrower or the other applicable Loan PartySubsidiary, covering and affecting and granting a first-priority Lien upon the applicable Additional Collateral, and such other documents (including all items including, to the extent required by the Administrative Agent in connection with the Security Documents executed prior to the initial Loans being made hereunderand without limitation, such as surveys, abstracts, appraisals, environmental assessments, certificates, and legal opinions, all in form and substance reasonably satisfactory to Administrative Agent) as may be required by Administrative Agent in connection with the execution and delivery of such Security Documents; (b) with respect to any Additional Collateral which is real property, to the extent required by Administrative Agent, cause a title insurance underwriter satisfactory to Administrative Agent to issue to Administrative Agent a mortgage policy of title insurance, in form and substance satisfactory to Administrative Agent, insuring the first-priority Lien of the applicable Mortgage in such amount as is satisfactory to Administrative Agent, and (c) deliver or cause to be delivered by applicable Loan Parties Subsidiaries of Borrower such other documents or certificates consistent with the terms of this Agreement and relating to the transactions contemplated hereby as the Administrative Agent may reasonably request. (c) At any reasonable time and from time to time during normal business hours and without undue interference to Borrower’s or any of its Subsidiaries’ businesses, Borrower will permit, and will cause each of its Subsidiaries to permit, representatives of Administrative Agent: (i) to examine and make copies of the books and records of, and visit and inspect the properties or assets of Borrower and any of its Subsidiaries and to discuss the business, operations, and financial condition of any such Persons with their respective officers and employees and with their independent certified public accountants; (ii) to conduct field audits (consisting of audits, verifications and inspections of the accounts receivable, inventory and assets of Borrower and its Subsidiaries, conducted by an independent third Person selected by Administrative Agent); provided, however, that Borrower shall only be required to reimburse Administrative Agent for one (1) such field audit during any fiscal year of Borrower; and (iii) to conduct appraisals of the assets of Borrower and its Subsidiaries; provided, however, that if an Event of Default has occurred and is continuing, the cost of one (1) appraisal of all the assets of Borrower and its Subsidiaries during each calendar year shall be paid by Borrower (otherwise such cost shall be paid by Lenders). HOU:0050320/00182:1451919v12

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Sources: Credit Agreement (Orion Marine Group Inc)