Asset Maintenance Clause Samples

Asset Maintenance. If at any time during the term of this Agreement, the aggregate Fair Market Value of the Vessels are less than the Required Percentage of the outstanding amount of the Facility, the Borrowers shall, within a period of thirty (30) days following receipt by the Borrowers of written notice from the Facility Agent notifying the Borrowers of such shortfall and specifying the amount thereof (which amount shall, in the absence of manifest error, be deemed to be conclusive and binding on the Borrowers), either (1) prepay such amount of the Facility (together with interest thereon and any other monies payable in respect of such prepayment pursuant to Section 5.5) as shall result in the Fair Market Value of the Vessels being not less than the Required Percentage of the outstanding amount of the Facility, or (2) place on charged deposits with the Facility Agent an amount in Dollars (together with interest thereon and any other monies payable in respect of such prepayment pursuant to Section 5.5) as shall result in the Fair Market Value of the Vessels together with the amount deposited being not less than the Required Percentage of the outstanding amount of the Facility. Any charged deposit shall be released to the Borrowers when the Fair Market Value of the Vessels is not less than the Required Percentage of the outstanding amount of the Facility.

Asset Maintenance. The Borrower shall, and shall procure that each of its Significant Subsidiaries will, have and maintain good and marketable title to or valid leases or licences of, or rights of use relating to, all assets necessary to maintain, develop and operate and otherwise conduct its business as then being conducted by it and in each case where failure to do so might reasonably be expected to have a Material Adverse Effect.

Asset Maintenance. If at any time the Collateral Vessel Value (together with the value of any additional collateral theretofore provided under this Section) falls below one hundred fifty percent (150%) (the "Required Percentage") of an amount (the "Principal Exposure") equal to the aggregate of (a) the Term Loan Balance, (b) any Revolving Credit Facility Advances then outstanding, (c) any undrawn amounts then available under the Revolving Credit Facility, (d) the Related Indebtedness then outstanding and (e) any amounts then available to be drawn down pursuant to the Related Credit Agreement, the Borrower shall, within a period of thirty (30) days following receipt by the Borrower of written notice from the Agent notifying the Borrower of such shortfall and specifying the amount thereof (which amount shall, in the absence of manifest error, be deemed to be conclusive and binding on the Borrower), either (a) deliver to the Lenders or the Agent as the case may be, such additional collateral, as may be satisfactory to the Agent in its sole discretion, of sufficient value to restore compliance with the Required Percentage or (b)(i) prepay such part of the Term Loan (together with interest thereon and other moneys 52 61 payable in respect of such prepayment pursuant to Section 5.6) or (ii) procure the prepayment of such part of the Related Term Loan in accordance with the terms of the Related Credit Agreement as shall result in the restoration of compliance with the Required Percentages. Any such prepayment of the Term Loan shall be applied as provided in Section 5.6. For purposes of calculating the Collateral Vessel Value under this Section 9.3, the value of the OMI COLUMBIA shall be deemed to be equal to the product of (1) the lightweight tonnage of such Vessel multiplied by (2) (x) One Hundred Twenty-Five Dollars ($125) or (y) if such Vessel is hereafter subject to legal restrictions as to the geographic location where such Vessel may be scrapped, a scrap price, reasonably deemed by the Agent to reflect a conservative average market scrap price for those jurisdictions which, in the Agent's reasonable opinion, such Vessel may be scrapped in a commercially reasonable manner.

Asset Maintenance. If at any time during the term of the Credit Facility Agreement, the Fair Market Value of Vessels is less than the Required Percentage, the Borrower shall, within a period of thirty (30) days following receipt by the Borrower of written notice from the Administrative Agent notifying the Borrower of such shortfall and specifying the amount thereof (which amount shall, in the absence of manifest error, be deemed to be conclusive and binding on the Borrower), either (i) deliver to the Security Trustee such additional collateral as may be satisfactory to the Lenders in their sole discretion of sufficient value to make the aggregate Fair Market Value of said Vessel plus the additional collateral, equal to the Required Percentage of the outstanding amount of the Tranche relating to that Vessel or (ii) the Borrower shall prepay such amount of the Facility (together with interest thereon and any other monies payable in respect of such prepayment pursuant to Section 5.4) as shall result in the Fair Market Value of that Vessels being not less than the Required Percentage.

Asset Maintenance. If at any time during the term of this Agreement after the first Delivery Date, the aggregate Fair Market Value of the Vessels delivered to the Borrower is less than the Required Percentage of the outstanding amount of the Facility (calculated only for Tranches where the vessel pertaining to such Tranche has been delivered), the Borrower shall, within a period of thirty (30) days following receipt by the Borrower of written notice from the Facility Agent notifying the Borrower of such shortfall and specifying the amount thereof (which amount shall, in the absence of manifest error, be deemed to be conclusive and binding on the Borrower), either (i) prepay such amount of the relevant Tranche or Facility (as applicable) (together with interest thereon and any other monies payable in respect of such prepayment pursuant to Section 5.5) as shall result in the Fair Market Value of the relevant Vessel or Vessels (as applicable) being not less than the Required Percentage of the outstanding amount of the relevant Tranche or Facility (as applicable) or (ii) place on charged deposits with the Facility Agent an amount in Dollars (together with interest thereon and any other monies payable in respect of such prepayment pursuant to Section 5.5) as shall result in the Fair Market Value of the relevant Vessel or Vessels (as applicable) together with the amount deposited being not less than the Required Percentage of the outstanding amount of the relevant Tranche or Facility (as applicable). The charged deposit shall be released to the Borrower when the Fair Market Value of the relevant Vessel or Vessels (as applicable) is not less than the Required Percentage of the outstanding amount of the relevant Tranche or Facility (as applicable).

Asset Maintenance. (a) LMC Animal Planet hereby agrees that, from the Closing through the earlier to occur of (i) the third anniversary of the Closing Date or (ii) the assumption by Liberty Parent of LMC Animal Planet’s indemnification obligations under Section 9.02 with respect to the representations and warranties of LMC Animal Planet contained in Section 4.02 and the first four sentences of Section 4.03(a) (such period, the “Maintenance Period”), LMC Animal Planet will hold assets having a fair market value at least equal to the lesser of (A) the then-fair market value of the Consideration Shares (as the same shall be appropriately adjusted to reflect any dividend, distribution, recapitalization, stock split or combination, or similar event with respect to or affecting the IDT Parent Class B Common Stock following the Closing Date), and (B) the product of $15.83 multiplied by the number of Consideration Shares received at the Closing. (b) For purposes of this Section 6.09, the fair market value of an asset (other than cash) means the price at which a willing seller would sell, and a willing buyer would buy, such asset in an arms’-length auction transaction, having full knowledge of the facts (including any liabilities relating to such asset); provided, however, that the fair market value of any asset that consists of marketable securities which are listed on the NYSE or quoted on the Nasdaq National Market shall be equal to the product of (x) the number of such marketable securities multiplied by (y) the weighted average (based on trading volume) of the daily closing prices (as of 4:00 p.m. eastern time) per share or unit of such marketable securities as reported on the NYSE or quoted on the Nasdaq National Market, as applicable (and in either case, as published in the Wall Street Journal, or if not published therein or incorrectly published therein, in another authoritative source selected by LMC Animal Planet), for the twenty consecutive trading days ending on the second trading day prior to the date on which such fair market value determination is made.

Asset Maintenance. If at any time after the date hereof, the aggregate Fair Market Value of the Vessels owned by the Borrowers is less than the one hundred fifty percent (150%) (the "Required Percentage") of the outstanding amount of the Loan, the Borrowers shall, within a period of fourteen (14) days following receipt by the Borrowers of written notice from the Facility Agent notifying the Borrowers of such shortfall and specifying the amount thereof (which amount shall, in the absence of manifest error, be deemed to be conclusive and binding on the Borrowers), either (i) deliver to the Lenders such additional collateral as may be satisfactory to the Lenders in their sole discretion of sufficient value to make the aggregate Fair Market Value of the Vessels owned by the Borrowers plus the additional collateral, equal to the Required Percentage of the outstanding amount of the Loan or (ii) the Borrowers shall prepay such amount of the Loan (together with interest thereon and any other monies payable in respect of such prepayment pursuant to Section 5.5) as shall result in the Fair Market Value of the relevant Vessels owned by the Borrowers and then mortgaged to the Security Trustee being not less than the Required Percentage of the outstanding amount of the Loan.

Asset Maintenance. Except as set forth on Schedule 3.15, the Assets have been properly maintained and are (a) in good operating condition (except for ordinary wear and tear which would not have a material adverse effect on the Assets) and (b) are capable of being used in the Business as presently conducted without present need for repair or replacement except in the ordinary course of business.

Asset Maintenance. If the aggregate Fair Market Value of the Vessels mortgaged to the Security Trustee (evidenced by the valuations provided to the Facility Agent pursuant to Section 9.1(q) on or prior to the last day of June and December of each calendar year) is less than the one hundred forty percent (140%) (the “Required Percentage”) of the principal amount of the Loan then outstanding, the Borrower shall, within a period of fifteen (15) days (which period may be extended by the Facility Agent (acting with the consent of the Majority Lenders)) following receipt by the Borrower of written notice from the Facility Agent notifying the Borrower of such shortfall and specifying the amount thereof (which amount shall, in the absence of manifest error, be deemed to be conclusive and binding on the Borrower), either (i) pledge (or cause to be pledged) to the Security Trustee additional Collateral of sufficient value such that the aggregate Fair Market Value of the Vessels mortgaged to the Security Trustee plus the additional Collateral equals the Required Percentage of the outstanding amount of the Loan or (ii) prepay such amount of the Loan (together with interest thereon and any other monies payable in respect of such prepayment pursuant to Section 5.5) as shall result in the Fair Market Value of the Vessels mortgaged to the Security Trustee being not less than the Required Percentage of the outstanding principal amount of the Loan.