Compliance with Budget. The Funding must be expended by You only for the purposes of carrying out the Project in accordance with this Funding Agreement and according to the Budget.
Compliance with Budget. Not permit variance from the DIP Budget of actual cash flow (excluding from the calculation thereof payments for (x) purchases of raw materials and (y) professional fees not attributable to any litigation) of the Borrower on a Consolidated basis to exceed, for any Testing Period for any calendar week (commencing with the week that first ends after the 30th day following the Effective Date) (i) ending during the period from the Effective Date until the Final Term Advance Date, 10% of the amount set forth in the DIP Budget for such non-excluded cash flows for such Testing Period, and (ii) ending after the Final Term Advance Date, 20% of the amount set forth in the DIP Budget for such non-excluded cash flows for such Testing Period.
Compliance with Budget. The Loan Parties shall make any expenditure using Cash Collateral or proceeds from this DIP Facility that is in excess of the amounts permitted by the Budget for such expenditure or otherwise not in compliance with the Budget, without the prior written consent of the Lender other than an Allowed Variance subject to the conditions sets forth in Section 2.2(c) hereof;
Compliance with Budget. Borrower shall (a) at all times comply with the Budget on a line-item by line-item basis; provided, however, that the Borrower’s actual results shall be permitted to deviate from the Budget without prior approval of the Required Lenders for (a) any variance that is less than the line item and Total Disbursements line item and (b) any variance that is greater than the line item and Total Disbursements line item in (i) any individual disbursement line item that does not exceed twenty percent (20%) of the applicable line item on the Budget, and (ii) the Total Disbursements line item that does not exceed ten percent (10%) of the applicable line item on the Budget, in each case measured on a weekly accrual basis (the “Permitted Variance”) and (b) furnish to each Lender and to the GS Funds not later than Tuesday of each week an analysis of any variance from the Budget for the preceding week and an updated weekly cash flow forecast. For the avoidance of doubt, compliance with the Budget (i) will be tested based on the amount of each line item and Total Disbursements line item and not based upon the timing of when each line item is actually paid, and (ii) will not be tested with respect to any cash receipts.
Compliance with Budget. Except as otherwise provided herein or approved by the Required Lenders, the Loan Parties shall not (a) use any cash or the proceeds of any Loans or Collateral or the proceeds thereof in a manner or for a purpose other than in accordance with this Agreement and the Budget, (b) permit operating disbursements (as defined in the Initial Budget) for the first week following the Closing Date, to be more than the corresponding amounts set forth in the Initial Budget for such period subject to a variance of not greater than 25%, (c) permit operating disbursements (as defined in the Initial Budget) for the two week period following the Closing Date, to be more than the corresponding amounts set forth in the Initial Budget for such period, subject to a variance of not greater than 25%, and (d) permit operating disbursements (as defined in the Initial Budget or Budget, as then applicable) for the third week and each week thereafter, to be tested after the fourth week after the Closing Date on a trailing four week basis, to be more than the corresponding amounts set forth in the Initial Budget or Budget, as then applicable, for such period, subject to a variance of not greater than 15% (the foregoing covenants (b), (c) and (d) to be tested every week, commencing with the first week following the Closing Date), (e) permit cumulative total cash receipts (as defined in the Initial Budget) for the first two full weeks after the Closing Date to be less than the corresponding amounts set forth in the Initial Budget for such period subject to a variance of not greater than 25%, (f) permit cumulative total cash receipts (as defined in the Initial Budget or Budget, as then applicable) for the fourth week after the Closing Date and every two weeks thereafter, to be no less than the corresponding amounts set forth in the Initial Budget or Budget, as then applicable, for such two week period, subject to a variance of not greater than 20% (the foregoing covenants (e) and (f) to be tested every second week, commencing with the second full week following the Closing Date); provided further for 7.16(e) and 7.16(f), if a cash receipt that was scheduled to be received in the Initial Budget or Budget, as then applicable, in the week this covenant is tested is received within three business days after the test week, this receipt shall be applied as if it was received during the test week. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, in no event...
Compliance with Budget. Lxxxx and Victory have mutually agreed upon a 12 month working consolidated financial and operating budget, which has been approved by the Chief Executive Officer and the Chief Financial Officer of each of Lxxxx and Victory (the “Budget”). The Budget is intended to be a working budget that will evolve and be updated over time on a weekly basis and otherwise as circumstances change prior to the Merger. The Budget is intended to prioritize the payment of expenses in a manner designed to ensure that the Merger is consummated. The Budget governs the utilization of Lxxxx’ cash and credit during the period prior to the consummation of the Merger and provides a monthly breakdown of expenses and uses of cash and credit available to Lxxxx. Lxxxx shall not use any of its cash or credit to make payments to any third parties except in accordance with the Budget. The Budget may be modified by the mutual agreement of the Chief Financial Officer of each of Lxxxx and Victory.
Compliance with Budget. The Borrower’s use of Loans for any item other than those set forth in, and in accordance with, this Agreement and the Budget; or
Compliance with Budget. Xxxxxxxxx shall use commercially reasonable efforts to cause the MB Subsidiaries to operate in accordance with the Budget and the other terms and conditions of this Agreement.
Compliance with Budget. (a) Except as otherwise provided herein or approved by the Required Lenders, directly or indirectly (i) use any cash or the proceeds of any Loans in a manner or for a purpose other than those consistent with this Agreement, the Orders and the Budget (within Permitted Variances related thereto), (ii) permit a disbursement causing any variance other than Permitted Variances without the prior written consent of the Required Lenders or (iii) make any payment (as adequate protection or otherwise), or application for authority to pay, on account of any claim or Indebtedness arising prior to the Petition Date other than payments authorized by the Bankruptcy Court.
(b) Prior to the occurrence of an Event of Default, the Debtors shall be permitted to pay compensation and reimbursement of fees and expenses solely to the extent that such fees and expenses are in accordance with the Budget (within Permitted Variances) and authorized to be paid under Sections 330 and 331 of the Bankruptcy Code pursuant to an order of the Bankruptcy Court, as the same may be due and payable. Upon receipt of the Carve-Out Trigger Notice, the right of the Debtors to pay professional fees outside the Carve-Out shall terminate, and the Debtors shall provide immediate notice to all professionals informing them that such notice was delivered and further advising them that the Debtors’ ability to pay such professionals is subject to and limited by the Carve-Out.
Compliance with Budget. (a) The Credit Parties will use Loan proceeds and Cash Collateral solely to (x) make the required payments to Hologic pursuant to the terms of the Hologic Settlement Agreement and (y) make other disbursements for expenditures provided for in accordance with the Budget Covenant (it being understood and agreed that the Debtors must have less than or equal to $7,500,000 of cash and Cash Equivalents on their balance sheets as of the relevant date of expenditure before utilizing any Loan proceeds; provided that payments made in connection to the preceding clause (x) may utilize Loan proceeds).
(b) The Credit Parties shall ensure that at no time any of the following occur:
(i) a negative variance by 15% or more from the designated “Net Receipts” line item in the Budget, tested on a cumulative weekly basis over a rolling four-week period starting with the week in which the Closing Date occurs;
(ii) a negative variance by 15% or more from any of the disbursement line items in the Budget, tested on a cumulative weekly basis over a rolling four-week period starting with the week in which the Closing Date occurs; provided, however, that “Legal & Other Professional Services” shall be allowed a negative variance of up to 20% and neither “Senior Secured Notes Fees and Expenses” nor “DIP Fees and Expenses” shall be tested;
(iii) a negative variance by 15% or more from the (A) company reorganization-related fees and expenses disbursements line item or (B) the Official Committee reorganization-related fees and expenses disbursements line item, each as designated in the Budget, tested on a cumulative weekly basis starting with the Petition Date occurs; or
(iv) Any Debtor makes any disbursement not contemplated by the Budget (giving effect to the foregoing variances) and without having received the prior written consent of the DIP Agent (in its sole discretion).
(c) All withdrawals from the Loan Proceeds Account must be in accordance with the Budget (giving effect to the foregoing variances).
(d) The obligations of Credit Parties under this Section 5.17 are collectively referred to herein as the “Budget Covenant”.
