Budget Variance Covenant Sample Clauses

Budget Variance Covenant. (a) Commencing with the first full calendar week of the Cases, for each Variance Testing Period, neither the Borrower nor any Subsidiary will permit the aggregate actual operating disbursements of the Credit Parties to be more than 115% of the projected amounts therefor set forth in the Approved Budget (such variance, the “Permitted Disbursements Variance”). (b) The payment of estate professional fees shall be subject to the Interim Order (and upon entry of the Final Order, the Final Order) and the Approved Budget. (c) Except in each case as consented to by Administrative Agent in writing in its reasonable discretion, commencing with the first full calendar week of the Cases, for each Variance Testing Period, neither the Borrower nor any Subsidiary will permit the aggregate actual professionals disbursements (excluding counsel to the Administrative Agent) and the aggregate actual non-operating disbursements to be more than 115% of the projected amounts therefor set forth in the Approved Budget (such variance, the “Permitted Professionals Variance”); provided, that the Credit Parties may reallocate amounts not so spent or dispersed by the Credit Parties in any four-week period to any subsequent four-week rolling period.

Budget Variance Covenant. (a) Commencing with the delivery of the Budget Variance Report for the Budget Variance Test Period ending on January 28, 2023, and as of each subsequent Budget Variance Test Period, the Borrowers and the Subsidiary Guarantors shall not, nor shall they permit any of their Subsidiaries to, permit: (i) actual receipts for such Budget Variance Test Period (excluding Extraordinary Receipts and proceeds of non-ordinary course asset sales unless approved by the Required Lenders) to be less than 15.0% of the forecasted receipts for such Budget Variance Test Period in the applicable Approved Budget; (ii) actual operating disbursements for such Budget Variance Test Period to be greater than 115.0% of the forecasted operating disbursements for such Budget Variance Test Period in the applicable Approved Budget; (iii) actual capital expenditures for such Budget Variance Test Period to be greater than 115.0% of the forecasted capital expenditures for such Budget Variance Test Period in the applicable Approved Budget; and (iv) actual non-operating disbursements (including disbursements of the type identified as “Restructuring / Ch. 11 Items” provided under the Initial Budget and subsequent Approved Budget but excluding restructuring professional fees) for such Budget Variance Test Period to be greater than 115.0% of the forecasted non-operating disbursements for such Budget Variance Test Period in the applicable Approved Budget. (b) Commencing on the first full calendar week following the Closing Date, the Borrowers and the Subsidiary Guarantors shall not, nor shall they permit any of their Subsidiaries to, permit, with respect to the cumulative period since the Closing Date, actual disbursements paid from the Carve-Out Account for “Restructuring Professional Fees” (as set forth in the Approved Budget) incurred by the Debtors’ professionals to be greater than 115.0% of the actual disbursements paid to the Carve-Out Account during such cumulative period in accordance with the applicable Approved Budget. To the extent that any Budget Variance Test Period encompasses a period that is covered in more than one Approved Budget, the applicable weeks from each applicable Approved Budget shall be utilized in making the calculations pursuant to this Section 6.17.

Budget Variance Covenant. (a) Commencing with the delivery of the Budget Variance Report for the Budget Variance Test Period ending on June 18, 2023, and as of each subsequent Budget Variance Test Period, the Company and the Guarantors shall not permit: (i) actual total receipts for such Budget Variance Test Period to be less than 80.0% of the forecasted receipts for such Budget Variance Test Period in the applicable Approved Budget; (ii) actual total disbursements for such Budget Variance Test Period to be greater than 115.0% of the forecasted total disbursements for such Budget Variance Test Period in the applicable Approved Budget; and (iii) the variance of the sum of actual total receipts plus actual total disbursements for such Budget Variance Test Period to be greater than 15.0% to the forecasted sum of total receipts plus total disbursements for such Budget Variance Test Period in the applicable Approved Budget. To the extent that any Budget Variance Test Period encompasses a period that is covered in more than one Approved Budget, the applicable weeks from each applicable Approved Budget shall be utilized in making the calculations pursuant to this Section 6.39.

Budget Variance Covenant. Commencing with the delivery of the Budget Variance Report for the Test Period ending on July 16, 2022 (i.e., the Budget Variance Report delivered on July 21, 2022), and as of each subsequent Budget Variance Test Date, for the most recently ended Test Period, permit: (a) actual receipts for such Test Period to be less than 80% of the forecasted actual receipts for such Test Period in the applicable Approved Budget; (b) actual disbursements for such Test Period (excluding professional fees and expenses, including, for the avoidance of doubt, all such fees and expenses paid pursuant to the Orders) to be greater than 120% of the forecasted actual disbursements for such Test Period in the applicable Approved Budget; and (c) actual net cash flow for such Test Period to be less than (i) if the forecasted net cash flow (excluding professional fees and expenses, including, for the avoidance of doubt, all such fees and expenses paid pursuant to the Orders) for such Test Period is greater than $10,000,000, 85% of such forecasted results in the applicable Approved Budget, (ii) if the forecasted net cash flow (excluding professional fees and expenses, including, for the avoidance of doubt, all such fees and expenses paid pursuant to the Orders) for such Test Period is less than or equal to $10,000,000 but greater than or equal to negative $10,000,000, $1,500,000 less than such forecasted results in the applicable Approved Budget, and (iii) if the forecasted net cash flow (excluding professional fees and expenses, including, for the avoidance of doubt, all such fees and expenses paid pursuant to the Orders) for such Test Period is less than negative $10,000,000, 115% of such forecasted results in the applicable Approved Budget. To the extent that any Test Period encompasses a period that is covered in more than one Approved Budget, the applicable weeks from each applicable Approved Budget shall be utilized in making the calculations pursuant to this Section 7.18. For the avoidance of doubt, all fees, charges and expenses incurred in connection with obtaining or maintaining credit ratings are deemed to be permitted in accordance with the Approved Budget (regardless of whether provided for therein) for all purposes.

Budget Variance Covenant. (a) Commencing with the first full calendar week of the Cases, for each Variance Testing Period, neither the Borrower nor any Subsidiary will permit the aggregate actual operating disbursements of the Credit Parties to be more than 115% of the projected amounts therefor set forth in the Approved Budget (such variance, the “Permitted Disbursements Variance”). (b) Except in each case as consented to by Administrative Agent in writing in its reasonable discretion, commencing with the first full calendar week of the Cases, for each Variance Testing Period, neither the Borrower nor any Subsidiary will permit the aggregate actual professionals disbursements (excluding counsel to the Administrative Agent) and the aggregate actual non-operating disbursements to be more than 115% of the projected amounts therefor set forth in the Approved Professional Fee Budget (such variance, the “Permitted Professionals Variance”); provided, that the Credit Parties may reallocate amounts not so spent or dispersed by the Credit Parties in any four-week period to any subsequent four-week rolling period.

Budget Variance Covenant. Commencing with the delivery of the Budget Variance Report for the Budget Variance Test Period ending on November 30, 2024, and as of the last day of each subsequent Budget Variance Test Period, the Borrower shall not permit actual disbursements for such Budget Variance Test Period to exceed 115% in the aggregate of the sum of the forecasted actual disbursements for such Budget Variance Test Period in the applicable Approved Budget.

Budget Variance Covenant. With respect to any Variance Testing Period, the Debtors shall not permit (in each case tested on the date on which the Borrower delivers a Variance Report pursuant to Section 5.17(c)): (a) the negative variance (as compared to the Budget) of the aggregate cash receipts of the Borrower and its consolidated Restricted Subsidiaries for such Variance Testing Period to exceed (x) solely with respect to the first Variance Testing Period, 20.0% and (y) with respect to each Variance Testing Period thereafter, 15.0%; (b) the positive variance (as compared to the Budget) of aggregate operating disbursements (excluding professional fees and expenses of the Debtor Financial Advisor and the Debtor Legal Advisors) made by the Borrower and its consolidated Restricted Subsidiaries for such Variance Testing Period to exceed (x) solely with respect to the first Variance Testing Period, 20.0% and (y) with respect to each Variance Testing Period thereafter, 15.0%; (c) the positive variance (as compared to the Budget) of professional fees and expenses of the Debtor Financial Advisor paid by the Debtors for such Variance Testing Period and all prior Variance Testing Periods, on a cumulative basis, to exceed 12.5%; (d) the positive variance (as compared to the Budget) of professional fees and expenses of the Debtor Legal Advisors paid by the Debtors for such Variance Testing Period and all prior Variance Testing Periods, on a cumulative basis, to exceed 12.5%; and (e) the negative variance (as compared to the EMEA Report) of the aggregate receipts of the EMEA Entities on a consolidated basis for such Variance Testing Period and all prior Variance Testing Periods, on a cumulative basis, to exceed (x) solely with respect to the first Variance Testing Period, 17.5% and (y) with respect to each Variance Testing Period thereafter, 15.0%. The permitted variances set forth above shall be referred to herein as the “Budget Variances”. 112

Budget Variance Covenant. Commencing with the delivery of the Budget Variance Report for the Test Period ending on October 20, 2023 (i.e., the Budget Variance Report delivered on October 27, 2023), and as of each subsequent Budget Variance Test Date, for the most recently ended Test Period, permit actual disbursements for such Test Period (excluding professional fees and expenses, including, for the avoidance of doubt, all such fees and expenses paid pursuant to the DIP Orders) to be more than 120% of the forecasted actual disbursements for such Test Period in the applicable Approved Budget) (with any negative variances carried forward to the succeeding week until such Approved Budget is updated). To the extent that any Test Period encompasses a period that is covered in more than one Approved Budget, the applicable weeks from each applicable Approved Budget shall be utilized in making the calculations pursuant to this Section 6.13. For the avoidance of doubt, all fees, charges, and expenses incurred in connection with obtaining or maintaining credit ratings are deemed to be permitted in accordance with the Approved Budget (regardless of whether provided for therein) for all purposes.

Budget Variance Covenant. With respect to any Variance, the Debtors shall not permit (in each case tested on the date on which the Borrower delivers a Variance Report pursuant to Section 5.17) expenses to vary from the applicable Budget by more than twenty percent (20%) in excess of the budgeted amount for cash disbursements on a cumulative rolling 4 week basis, provided that to the extent the actual cash receipts in any such period exceed the amounts for such period in the applicable Budget, or if the cash disbursements in any such period are less than the amounts for such period in the applicable Budget, then the Budget Variance for such receipts or disbursements, as applicable, for the next succeeding period shall be increased by an amount equal to such difference (and shall continue to roll over into successive periods to the extent such additional budgeted capacity is unused by the Debtors). In the event that actual amounts for total cash receipts and cash disbursements from operations line items and/or professional fees are in excess of the Budget, the parties hereto agree to negotiate in good faith to discuss any modification to the Budget and Budget Variances, it being understood and agreed that Lenders shall have no obligation to fund any amounts in excess of the Budget and Budget Variances, and it being further agreed that any amounts for professional fees in excess of the Budget shall not be paid by the Borrower until all amounts owing to the Agents and the Lenders hereunder are paid in full. The permitted variances set forth above shall be referred to herein as the “Budget Variances”.