Xxxxx Period After payment of the first Dues, the Subscriber is entitled to a grace period of 30 days for the payment of any Dues due. During this grace period, the Agreement will remain in force. However, the Subscriber will be liable for payment of Dues accruing during the period the Agreement continues in force.
Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.
week period If an employee fails to return at the end of the family care or medical leave, the CSU may require repayment of insurance premiums paid during the unpaid portion of the leave. The CSU shall not require repayment of premiums if the employee's failure to return is due to his/her serious health condition or due to circumstances beyond the employee's control.
Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.
End of Fiscal Years; Fiscal Quarters The Borrower will cause (i) its and each of its Domestic Subsidiaries’ fiscal years to end on December 31 of each calendar year and (ii) its and each of its Domestic Subsidiaries’ fiscal quarters to end on March 31, June 30, September 30 and December 31 of each calendar year.
Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000
Earnout (a) The Purchaser shall pay to the Shareholders earnout payments, each in an amount equal to seventy percent (70%) of Earnout Period Revenues generated in each Earnout Period, in accordance with this Section 3.6 (each such payment, an “Earnout Payment”). Notwithstanding the foregoing provisions of this Section 3.6(a), in no event shall the aggregate Earnout Payments payable hereunder be less than zero or greater than Nine Million Eight Hundred Thousand Dollars ($9,800,000). (b) Within ninety (90) days following the end of the First Earnout Period and the Second Earnout Period, as the case may be, the Purchaser shall prepare and deliver to the Shareholders a report setting forth its calculation of the Earnout Payment for such applicable Earnout Period, including a statement of the Earnout Period Revenues for such applicable Earnout Period (the “Earnout Report”). The Purchaser shall provide a reasonable level of supporting documentation for the Earnout Payment and any additional information reasonably requested by the Shareholders related thereto together with the Earnout Report. The Earnout Payment for the applicable Earnout Period shall represent only a right to receive a cash payment from the Purchaser, subject to the terms set forth herein, and shall not be deemed an interest in any security or certificate or entitle the holders thereof to any rights of any kind other than as specifically set forth herein. No interest is payable with respect to any Earnout Payment to the extent timely paid when due. (c) The Shareholders shall have thirty (30) days following receipt of the applicable Earnout Report delivered pursuant to Section 3.6(b) during which to notify the Purchaser of any dispute of any item contained therein or related thereto, which notice shall set forth in detail the basis for such dispute. The Purchaser and the Shareholders shall cooperate in good faith to resolve any such dispute as promptly as possible. Upon such resolution, a Final Earnout Report shall be prepared in accordance with the agreement of the Purchaser and the Shareholders and the calculation of the applicable Earnout Payment, if any, based thereon, shall constitute the applicable Final Earnout Payment and be final and binding upon the Parties. In the event the Shareholders do not notify the Purchaser of any such dispute within such thirty (30)-day period or notify the Purchaser within such period that they do not dispute any item contained therein, the applicable Earnout Report delivered pursuant to Section 3.6(b) shall constitute the Final Earnout Report with respect to such Earnout Period and the Purchaser’s calculation of the applicable Earnout Payment, if any, based thereon shall be final and binding upon the Parties. (d) In the event the Purchaser and the Shareholders are unable to resolve any dispute regarding an Earnout Report delivered pursuant to Section 3.6(b) within thirty (30) days following the Purchaser’s receipt of notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, an Accounting Referee. In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in or related to the Earnout Report as to which the Shareholder has disagreed. The Accounting Referee’s determination of the Earnout Report and the Earnout Payment, if any, based thereon shall constitute the applicable Final Earnout Report and Final Earnout Payment and shall be final and binding on the Parties. The Parties shall direct the Accounting Referee to use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. All fees and expenses of the Accounting Referee shall be shared equally by the Shareholders and the Purchaser. (e) The Parties acknowledge that there is no assurance that the Shareholders will have the right to receive any Earnout Payment and Purchaser has not promised or projected any particular Earnout Payment. The earnout opportunity in this Section 3.6 is presented under the understanding that the Purchaser will have full control and direction over the Company and its business following the Closing, including decisions regarding strategic initiatives, management, legal structure, finance and accounting, marketing and branding and expenses. Notwithstanding the foregoing provisions of this Section 3.6(e), during the Earnout Period, the Purchaser shall not, nor shall it permit any of its Affiliates to, terminate the Earnout Contract and enter into a separate Contract with the Earnout Customer or any of its Affiliates for utilization management services for the purpose or effect of avoiding or reducing its obligations with respect to the Earnout Payments hereunder. (f) All payments made pursuant to this Section 3.6 shall be treated by the Parties for tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Law.
Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution. (b) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also be subject to adjustment pursuant to Section 6.9.
Interim Period During the Interim Period, the Seller shall cause the Company to be managed in accordance with its ordinary course of business, in accordance with Applicable Law and with past practice, so as to ensure that no act or event depending on the Company shall occur during such Interim Period which would be reasonably expected to result in a breach of the provisions of this Agreement upon their occurring prior to Closing, without prejudice and save for any transaction to be entered into or any action to be carried out pursuant to this Agreement. Unless a prior written consent is given to the Seller by the Purchaser, which consent shall not be unreasonably withheld, save for any transaction to be entered into or any action to be carried out pursuant to this Agreement, without prejudice to any different provision under this Agreement, the Seller shall procure that: (a) the Company does not issue any shares, warrants, convertible or exchangeable bonds, financial instruments or other securities or any rights relating thereto or otherwise approve or make any change in its capital structure; (b) no dividends or reserves will be declared or paid by the Company, except for an amount equal to Euro 575.000,00 (five hundred seventy-five thousand/00), pursuant to Paragraph 4.2 above; (c) except for the possible extension of the current temporary lease agreement, the Company does not sell, transfer, pledge, mortgage, lease or otherwise dispose of any assets or properties (other than inventory, products and systems sold to customers in the ordinary course of business); (d) the Company does not hire any personnel, with the exception of the hiring of personnel (a) whose hiring is in progress as of the date of this Agreement or (b) required to replace terminated employees; (e) the Company does not amend the employment agreements, collective bargaining agreements or other collective labour agreements or conventions applicable to the Company’s employees’, increase the compensation payable to the employees and the directors of the Company or grant any of them additional personal benefits, bonuses or indemnities, other than increases or benefits, bonuses or indemnities mandated by Applicable Law or by collective bargaining agreements; (f) the Company does not merge, demerge or consolidate with other companies and do not amend in any way whatsoever the by-laws; (g) the Company does not enter into any loan or other form of financing or financial facility and/or incur, assume or modify the existing indebtedness of the Company ; (h) the Company does not carry out or implement any material change in the treasury management and/or contractual payment terms to suppliers and/or by customers (including by applying discounts not in the ordinary course of business), except for any change which is more favourable to the Company; (i) the Company does not enter into factoring agreements and/or financial leases agreements; (j) the Company does not enter into any legally binding commitment with respect to any of the foregoing.
Events Subsequent to Most Recent Fiscal Year End Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibits, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcal. Without limiting the generality of the foregoing, since that date: (i) Sewcal has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal has note entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business; (iii) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal is a party. (iv) Sewcal has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 outside the Ordinary Course of Business; (vi) Sewcal has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of Business; (vii) Sewcal has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate. (viii) Sewcal has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business; (x) Sewcal has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal has not made or authorized any change in its articles of incorporation or bylaws of any of Sewcal or its Subsidiaries; (xii) Sewcal has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of business; (xv) Sewcal has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal has not entered into any collective bargaining agreements, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiaries; and
