Covenants Regarding Information (a) From the date hereof until the Closing Date, subject to the Confidentiality Agreement, upon reasonable notice, the Seller shall and shall cause the Companies and their Subsidiaries to, afford the Buyer and its Representatives and the Financing Sources reasonable access to the properties, offices, plants and other facilities, books and records of the TS Business, and furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Seller’s personnel and in such a manner as not unreasonably to interfere with the normal operations of the TS Business. Notwithstanding anything to the contrary in this Agreement, none of the Seller, the Companies or any of their Subsidiaries shall be required to disclose any information to the Buyer or its Representatives or the Financing Sources if (i) such disclosure would jeopardize any attorney-client or other legal privilege, unless the Buyer agrees to enter into a joint defense agreement or other similar agreement that would reasonably be expected to preserve such privilege, (ii) such disclosure would contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof (provided, that the Seller shall use reasonable best efforts to obtain a consent from any applicable third-party to share such information) or (iii) such information relates to any consolidated, combined or unitary Return filed by the Seller, the Companies or any of their Affiliates or any of their respective predecessor entities. No information or knowledge obtained in any investigation by the Buyer or other information received by the Buyer pursuant to Section 5.3(a) shall operate as a wavier or be deemed to modify or otherwise affect any representation, warranty or agreement contained herein or in any Ancillary Agreement or certificate, document or other instrument delivered in connection herewith, the conditions to the obligations of the Parties to consummate the Closing in Article VI or otherwise prejudice in any way the rights and remedies of the Buyer hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify the Buyer’s reliance on the representations, warranties, covenants and agreements made by the Seller herein.
Certain Post Closing Covenants In addition to the covenants contained in other sections of this Agreement, Seller hereby covenants and agrees as follows:
Interim Period Upon signing the peace agreement, Abyei will be accorded special administrative status, in which:
PRE-CLOSING COVENANTS OF SELLER Seller hereby covenants and agrees that, between the date hereof and the Closing, it will comply with the provisions of this Article IV, except to the extent Purchaser may otherwise consent in writing.
Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.
Operating Covenants The Issuer covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to the Portfolio Railcars shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of a Portfolio Railcar for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of a Portfolio Railcar (other than seizure or confiscation arising from a breach by the Issuer of such covenant) (each, a “Third Party Event”), so long as (i) none of the Issuer, the Servicer or the Administrator has consented to such Third Party Event; and (ii) the Issuer (or the Servicer on its behalf) as the Lessor of such Portfolio Railcar promptly and diligently takes such commercially reasonable actions as a leading railcar operating lessor would reasonably take in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Portfolio Railcar is located or operated), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Portfolio Railcar:
Interim Operating Covenants Seller covenants to Purchaser that Seller will:
Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days Yes No A/R & A/P Agings Monthly within 30 days Yes No Deferred Revenue (if applicable) Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of Board Approval Yes No Performance Pricing Net Cash Applicable Rate Applies Borrowing Base Eligible Net Cash ³ $15,000,000* WSJ Prime + 0.35% Yes No Yes Net Cash < $15,000,000* WSJ Prime + 1.75% Yes No No Non-Formula Loans Net Cash Non-Formula Applicable Rate Applies Non-Formula Loan Eligible Net Cash ³ $15,000,000 WSJ Prime + 1.25% Yes No Yes Net Cash < $15,000,000 WSJ Prime + 1.25% Yes No No Financial Covenant Required Actual Compliance Adjusted Quick Ratio (monthly)* 1.25:1.00 :1.00 Yes No Net Cash* $15,000,000 $ Yes No Unrestricted Cash and Cash Equivalents at Bank and Bank Affiliates** $25,000,000 $ Yes No * Commencing with the month ending November 30, 2017 ** Through October 31, 2017 The following financial covenant analysis and other information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. All other representations and warranties in this Agreement are true and correct in all material respects on this date, and Borrower represents that there is no existing Event of Default. Sincerely, TINTRI, INC. Signature Title Date
PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.
