Financial Covenant Cure Sample Clauses

Financial Covenant Cure. Notwithstanding anything to the contrary set forth in Section 10.5(a) hereof, in the event Borrowers fail to comply with the maximum Total Net Leverage Ratio covenant contained in Section 6.5(c) hereof (a “Specified Financial Covenant Default”), Borrowers shall have the right to cure such Specified Financial Covenant Default on the following terms and conditions (the “Cure Right”): (a) In the event Borrowers desire to cure a Specified Financial Covenant Default, Borrowing Agent shall deliver to the Agent irrevocable written notice of its intent to cure such Specified Financial Covenant Default (a “Cure Notice”) no later than three (3) days after the date on which the financial statements and Compliance Certificate for the period ending on the last day of the fiscal quarter with respect to which such Specified Financial Covenant Default occurred (the “Testing Date”) are required to be delivered. The Cure Notice shall set forth the calculation of the applicable Specified Financial Covenant Cure Amount (as hereinafter defined). (b) In the event that Borrowing Agent delivers a Cure Notice to Agent, then no later than ten (10) Business Days after the date on which the financial statements and Compliance Certificate for the period ending on the Testing Date are required to be delivered, Borrowing Agent shall deliver to Agent evidence of the receipt by Quantum of the Net Cash Proceeds from the issuance by Quantum of its Equity Interests in an amount equal to at least the amount which would result in Borrowers being in pro forma compliance with the Total Net Leverage Ratio covenant as of such Testing Date (the “Specified Financial Covenant Cure Amount”), which Specified Financial Covenant Cure Amount shall be deemed to be a dollar-for-dollar increase to the amount of EBITDA for the fiscal quarter ending on such Testing Date and for any subsequent measurement period that includes such fiscal quarter (which increase to EBITDA shall be deemed to have occurred solely for purposes of determining compliance with the Total Net Leverage Ratio covenant in Section 6.5(c) hereof, and not for any other purposes with respect to which EBITDA is calculated under this Agreement). (c) The Cure Right shall not be exercised (i) in two (2) consecutive fiscal quarters, (ii) more than two (2) times in any four (4) consecutive fiscal quarters, or (iii) more than four (4) times during the Term. (d) Upon timely receipt by any Loan Party in cash of the amount which would result in Borrower...
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Financial Covenant Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event of any Event of Default with respect to the covenants set forth in Section 5.13 for any applicable period (a “Financial Covenant Default”), and until the expiration of the tenth (10th) Business Day after the date on which financial statements are required to be delivered for such period pursuant to Section 5.01(a) or (b) and the corresponding compliance certificate to be delivered pursuant to Section 5.01(d) with respect to the applicable fiscal quarterly period hereunder, the Borrower may (in accordance with applicable law) sell or issue common Equity Interests to Solaris, Inc., or to any Person that is not a Loan Party (to the extent such transaction would not result in a Change in Control) or otherwise obtain cash capital contributions on account of common Equity Interests and, in either case, apply the proceeds of such issuance of Equity Interests to increase EBITDA (such application, a “Covenant Cure Payment”); provided that (i) the proceeds of such issuance of Equity Interests or cash capital contribution, as applicable, is actually received by the Borrower no later than ten (10) Business Days after the date on which financial statements, for the applicable period for which such Financial Covenant Default has occurred, are required to be delivered pursuant to Section 5.01(a) or (b) and the corresponding compliance certificate is required to be delivered pursuant to Section 5.01(d) with respect to such fiscal quarter hereunder and (ii) the amount of the Covenant Cure Payment shall not exceed the amount necessary to bring the Borrower into compliance with Section 5.13, if any. Subject to the terms set forth above and the terms in clause (b) and (c) below, upon (A) application of the proceeds of such issuance of Equity Interests or cash capital contribution, as applicable, as provided above within the ten (10) Business Day period described above in such amounts sufficient to cure the Events of Default under the covenants set forth in Section 5.13, and (B) delivery of an updated compliance certificate executed by a Financial Officer to the Administrative Agent reflecting compliance with the covenants set forth in Section 5.13, as applicable, such Events of Default shall be deemed cured and no longer in existence. For the avoidance of doubt, the amount of any Covenant Cure Payment made in accordance with the terms of this Section 7.02 shall be deemed to increase EBITDA by...
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Financial Covenant Cure. If the Borrower fails to comply with Section 8.01, such failure shall not result in an Event of Default until the Cure Expiration Date and then only to the extent not cured pursuant to Section 8.02 and the Revolving Lenders and the Administrative Agent may not take any of the actions set forth in Section 9.02(a) or (b) (i) until after the Cure Expiration Date and then only to the extent a cure has not been effected pursuant to Section 8.02,
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Financial Covenant Cure. If the Borrower fails to satisfy a financial covenant contained herein one time during the term of this Agreement then Borrower shall have a one-time option to either pay down the Term Loan or place cash in a pledged account in favor of the Agent an amount necessary to cause such financial covenant to be in compliance. Such one-time payment or placement of cash by the Borrower shall be done not less than 60 days after the occurrence of such financial covenant default.
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Financial Covenant Cure. Notwithstanding Section 6.5(b) above, the Loan Parties shall have the right to cure any actual or anticipated failure to perform, keep or observe any term, provision, condition or covenant, contained in Section 6.5(b) above (a “Financial Covenant Default”) on the following terms and conditions (a “Financial Covenant Cure”): (i) In the event the Loan Parties desire to cure an actual or anticipated Financial Covenant Default, Borrowers shall deliver to the Agent written notice of their intent to cure (a “Cure Notice”) on or before the date that the financial statements and corresponding Compliance Certificate as of and for the period ending on the last day of the fiscal quarter as of which such Financial Covenant Default has occurred or is anticipated to occur (the “Testing Date”) are or were required to be delivered to Agent and Lenders. The Cure Notice shall set forth the calculation of the Financial Covenant Cure Amount (as hereinafter defined). (ii) In the event Borrowers deliver a Cure Notice, a Repatriated Foreign Cash Cure shall be made in an amount not less than the Financial Covenant Cure Amount at any time prior to the tenth day after the date such Compliance Certificate was due (such tenth day, the “Required Contribution Date”). The proceeds of such Repatriated Foreign Cash Cure equal to the Financial Covenant Cure Amount shall be immediately deposited in a Depository Account to be remitted to Agent for application by Agent promptly thereafter to the Revolving Advances first and then to any other Obligations then due, in each case, with a view toward minimizing any breakage costs.
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Financial Covenant Cure. (a) If a Financial Covenant set out in clause 21.1(a) or 21.1(c) (Financial covenants) is not satisfied at any time (a Relevant Breach), the Borrower may procure that the Relevant Breach is cured in accordance with this clause 21.3. (b) Subject to clause 21.3(d), a Relevant Breach under: (i) clause 21.1(a) (Financial covenants) may be cured by the Borrower being funded for such an amount as would result in the relevant Financial Covenant being complied with no later than 30 days after notifying the Agent of an actual or anticipated breach of such Financial Covenant; and Loan Note Subscription Agreement | DLA Piper | 85 (ii) clause 21.1(c) (Financial covenants) may be cured by:
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Financial Covenant Cure. (a) If a Financial Covenant set out in clause 24.1(a), 24.1(c), 24.1(d) or 24.1(f) (Financial Covenants) is not satisfied at any time (a "Relevant Breach"), the Borrower may procure that the Relevant Breach is cured in accordance with this clause 24.3. (b) Subject to paragraph (d), a Relevant Breach under: (i) clause 24.1(a), 24.1(c) or 24.1(f) may be cured by the Borrower prepaying Facility A in part in such as amount as would result in the relevant Financial Covenant being complied with no later than 30 days after notifying the Agent of an actual or anticipated breach of such Financial Covenant; and (ii) clause 24.1(d) may be cured by the Borrower being funded for such an amount as would result in the relevant Financial Covenant being complied with no later than 30 days after notifying the Agent of an actual or anticipated breach of such Financial Covenant, subject to the requirement that any prepayment under 24.3(b)(i) or funding under 24.3(b)(ii) must be funded by either or both of: (iii) a subscription for shares or other equity interests in the Borrower or other cash funding from the Company; or (iv) proceeds from any subordinated loans (or other financial accommodation) which are permitted as Permitted Financial Indebtedness. (c) If following the occurrence of additional funding or prepayment in accordance with paragraph (b) above and upon re-calculation of the Financial Covenant that resulted in the Relevant Breach (assuming that aggregate of Available Cash and Cash Equivalent Investments, Debt Service, Net Debt or Total Net Debt (as applicable) for the Relevant Period has been reduced or increased, as applicable, (pro forma) by the amount of such prepayment), the Financial Covenant set out in clause 24.1(a), 24.1(c), 24.1(d) or 24.1(f) is met, no Default or Event of Default shall occur as a result of any such breach or anticipated breach (and the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant) as of the relevant date of determination with the same effect as though there has been no failure to comply and the breach shall be deemed to have been cured. (d) The Borrower shall not be entitled to the remedy set out in paragraph (b) or above, if: (i) the Borrower has already exercised the remedy three times since the date of Financial Close; or (ii) with respect to a Relevant Period, the Borrower has exercised the remedy with respect to the preceding Relevant Period. (e) The Agent shall cancel the Available Commitme...
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Financial Covenant Cure. Notwithstanding anything to the contrary contained in this Article VII, in the event that Holdings and the Borrower fail (or, but for the operation of this paragraph, would fail) to comply with the requirements of Section 6.10 (the “Financial Covenants”), Holdings shall have the right from the date of delivery of a Notice of Intent to Cure with respect to the (a) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the Financial Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) if, after giving effect to the foregoing recalculations, Holdings shall then be in compliance with the requirements of the Financial Covenants, then Holdings shall be deemed to have satisfied the requirements of the Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of any Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement; and (c) to the extent a fiscal quarter ended for which a Financial Covenant was initially recalculated as a result of a Cure Right and such fiscal quarter is included in the calculation of a Financial Covenant in a subsequent fiscal quarter, the Cure Amount shall be included in Consolidated EBITDA of such initial fiscal quarter for purposes of calculating the Financial Covenants. Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised, (ii) there shall be no more than a total of five Cure Rights in the aggregate exercised after the Effective Date, (iii) for purposes of this paragraph, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenants, determined at the time the Cure Right is exercised with respect to the fiscal quarter ended for which a Financial Covenant was initially recalculated as a result of a Cure Right, and (iv) Cure Amounts shall not result in pro forma reduction in Indebtedness for purposes of calculating the Financial Covenants for the most recently ended fiscal quarter; provided, that if such Cure Amount is applied to prepay indebtedness, indebtedness in subsequent quarters may be r...
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Financial Covenant Cure. (a) If, as at the date on which it is required to deliver a Compliance Certificate pursuant to Clause 21.2 (Compliance Certificate), the Company is in breach of its obligations under Clause 22.2 (Financial condition), it may elect to prepay Utilisations in order to remedy any such breach where such prepayment is funded in accordance with paragraph (c) below provided that: (i) the Company shall confirm on the date on which the relevant Compliance Certificate is required to be delivered that it intends to remedy such breach in accordance with this Clause 22.4; and (ii) any such prepayment shall be made within 30 Business Days of the date on which the relevant Compliance Certificate was required to be delivered.
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Related to Financial Covenant Cure

  • Financial Covenant So long as any Loan shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment hereunder, the Borrower will maintain a ratio of Consolidated Debt to Consolidated Capital of not greater than 0.65 to 1.00 as of the last day of each fiscal quarter.

  • Financial Covenant Calculations The parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the financial covenants set forth in Section 6.7 and for purposes of determining the Applicable Margin, (i) after consummation of any Permitted Acquisition, (A) income statement items and other balance sheet items (whether positive or negative) attributable to the target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period (including by adding any cost saving synergies associated with such Permitted Acquisition in a manner reasonably satisfactory to the Agent), subject to adjustments mutually acceptable to Borrowers and the Agent and (B) Indebtedness of a target which is retired in connection with a Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of the first day of such applicable period and (ii) after any Disposition permitted by Section 6.8), (A) income statement items, cash flow statement items and balance sheet items (whether positive or negative) attributable to the property or assets disposed of shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to Borrowers and the Agent and (B) Indebtedness that is repaid with the proceeds of such Disposition shall be excluded from such calculations and deemed to have been repaid as of the first day of such applicable period.

  • Financial Covenants (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Association; (ii) furnish to the Association, as soon as available, but in any case not later than six months after the end of each such year, a certified copy of the report of such audit by said auditors, of such scope and in such detail as the Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning said records, accounts and the audit thereof as the Association shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Association has received the audit report for the fiscal year in which the last withdrawal from the Credit Account or payment out of the Special Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Association’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals.

  • Specific Financial Covenants During the term of this Agreement, and thereafter for so long as there are any Obligations to Lender, Borrower covenants that, unless otherwise consented to by Lender in writing, it shall:

  • Financial Covenants Required Actual Complies Maintain as indicated:

  • Financial Covenant Required Actual Complies Maintain as indicated:

  • FINANCIAL COVENANTS OF THE BORROWER The Borrower covenants and agrees that, so long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note is outstanding or any Bank has any obligation to make any Loans or the Agent has any obligation to issue, extend or renew any Letters of Credit:

  • Special Covenants If any Company shall fail or omit to perform and observe Section 5.7, 5.8, 5.9, 5.11, 5.12, 5.13 or 5.15 hereof.

  • Certain Financial Covenants In addition to the covenants described in Section 5.1 and Section 5.2, so long as any Commitment remains in effect, any Advance is outstanding or any amount is owing to any Lender hereunder or under any other Loan Document, the Borrower will perform and comply with each of the covenants set forth on Schedule VI.

  • Financial Condition Covenant Permit the Asset Coverage Ratio to be less than the Minimum Permitted Ratio; or in each case allow Indebtedness of the Borrower to exceed the limits set forth in the Borrower’s Prospectus or registration statement or allow Indebtedness to exceed the requirements of the 1940 Act.

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