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HomeMy WebLinkAbout0082 of the Mortgaged Property or the Project, or that it will be suitable for the Company's purposes or needs, or that it can be constructed according to the plans and specifications with the proceeds from the sale of ~he Bonds, except that they warrant they have created no rights in third parties that will interfere with the Company's use of the Mortgaged Property and the Project. i Section 6.02. RIGHT OF ACCESS TO MORTGAGED PROPERTY AND PROJECT. The Company agrees that the Issuer, the Trustee # and their duly authorized agents shall have the right at all.reasonable times to enter upon the Mortgaged Property and the Project as may be necessary to carry out or determine compliance with this Agreement, but such entry will be subject to the giving of reasonable notice, to the execution of reasonable release of liability agreements and to the execution of reasonable secrecy agreements regarding confidential or patented processes, designs, operating procedures and similar Matters. ~ Section 6.03. ~fAINTENANCE OF CORPORATE EXISTENCE. The Company and the Di Giorgio Corporation, a Delaware corporation (hereinafter called "Di Giorgio") which is.guararitying to the Issuer the duties and obligations of the Company pursuant to Article XI herein, agree that during the term of this Agreement each will maintain its corporate existence, `„iiZ~ not dissolve or otherwise dispose of aZl or substantially all of its assets, and will not consolidate saith or merge into another corporation or permit one or more other corporations to consolidate with or merge into it, unless there exists at the time of such dissolution, disposition or consolidation a surviving, resulting or successor corporation, as the case may be, ~~hich assumes in writing all of the obligations of ~ the Companv herein and hereunder. Section 6.04. COVENANTS REGARDING INTERNAI, REVENUE CODE; MA.NDATORY i2EDEM~'?'ION UPON OCCURRENCE OF CERTAIN EVENTS. The Company covenants that, unless all Bonds have been paid, or are redeemable prior to naturity and notice of such redemption has been given in the manner required by the Resolution and payment of principal, interest and applicable premium, if any, has been duly r.eade or provided for, it will not permit any action to be taken which wi21 cause the interest on the Bonds to become subject ta federal income taxes pursuant to the provisions of the Internal Revenue Code of 1954, as ar~ended, provided, that the Company shall not be deemed to have violated this covenant if the interest on any of the Bonds becomes taxable to a person who is a substantial user of the Mortgaged Property or the Project or a related person pursuant to the provisions of Section 103(c)(7) of the Internal Revenue Code. The Company further covenants that in the event the interest on the Bonds becomes taxable (to persons other than substantial users of the Project or related persons, pursuant to the provisions of Section 103(c)(7) of the Internal Revenue Code) because of some action taken or permitted to be taken , by the Company in violation of the covenant contained in this Section, the Gompany will, within thirty (30) days following the occurrence of such circumstances as shall have caused such violation of the covenant, pay to the Trustee as and p for the balance of the full purchase price for the Project, 23 ~U~R~~ tA6E ~ ! _ _ _ - - ~ :