Guarantor’s Financial Covenants. Guarantor shall provide, or cause to be provided, to Landlord the following financial statements and information, all of which must be in a form reasonably acceptable to Landlord:
(a) promptly and in any event within ninety (90) days after the end of each Fiscal Year, (i) audited statements of financial position of Guarantor as of the end of each such Fiscal Year, including a balance sheet, statement of income, statement of shareholder’s equity (deficit) and statement of cash flows for such Fiscal Year (“Annual Financial Statements”), which Annual Financial Statements shall be duly certified by an officer of Guarantor to fairly represent the financial condition of Guarantor, as of the date thereof provided, in no event however, will such information be provided before any applicable SEC 10K filings are made (provided further, however, that in the event that Guarantor fails to file its SEC 10K within ninety (90) days after any Fiscal Year, Guarantor shall be obligated to deliver (A) on or before the ninetieth (90th) day after the end of such Fiscal Year, financial statements of Guarantor regarding the fourth Fiscal Quarter of such Fiscal Year, including a balance sheet and statement of profits and losses for such Fiscal Quarter and (B) on the date Guarantor files its SEC 10K, the Annual Financial Statements, which statements shall be duly certified by an officer of Guarantor to fairly represent the financial condition of Guarantor, as of the date thereof), prepared by Guarantor in accordance with generally accepted accounting principles as in effect in the United States of America from time to time (“GAAP”), and accompanied by a statement of a nationally recognized accounting firm acceptable to Landlord in its sole discretion that such financial statements present fairly, in all material respects, the financial condition of Guarantor as of the end of the Fiscal Year being reported on and that the results of the operations and cash flows for such year were prepared, and are being reported on, in conformity with GAAP, and (ii) such other information of Guarantor reasonably requested by Landlord in form and substance reasonably acceptable to Landlord;
(b) promptly and in any event within forty-five (45) days after the end of each Fiscal Quarter, for Fiscal Quarters 1-3, (i) quarterly statements of the financial position of Guarantor, including a balance sheet, a statement of profits and losses, and a statement showing the cash flows for the previous twelve (12...
Guarantor’s Financial Covenants. The failure of Guarantor to at all times maintain (a) a Tangible Net Worth of not less than Five Million Dollars ($5,000,000.00) and (b) Cash Liquidity Balances of not less than Five Hundred Thousand Dollars ($500,000.00), and the continuation of such failure for ten (10) days after receipt of notice thereof from Lender.
Guarantor’s Financial Covenants. At any time during the Facility Period, the Borrower shall procure that on a consolidated basis:-
10.4.1 the Guarantor Group maintains Free Liquidity and undrawn committed revolving credit lines (including under this Agreement but excluding committed revolving credit lines with less than six months to maturity) of not less than seventy five million Dollars ($75,000,000) in aggregate; and
10.4.2 the aggregate of the Free Liquidity of the Guarantor Group and undrawn committed revolving credit lines (including under this Agreement but excluding committed revolving credit lines with less than 6 months to maturity) shall not be less than five per cent (5%) of its Total Debt.
Guarantor’s Financial Covenants. Guarantor represents and warrants to, and covenants with Lender that as of the date hereof and until such time as the Obligations under the Security Instrument shall be satisfied in full, Guarantor shall, at all times, maintain (a) a net worth equal to or greater than the lesser of (I) that amount which is the then-existing outstanding principal balance of the Loan or (II) $20,000,000.00 ("Minimum Net Worth"), as determined by Lender in accordance with Exhibit A hereof, and (b) Liquid Assets (as defined below) which are unencumbered by third party security interests (whether in favor of Lender or anyone else) and as to which there are no restrictions upon the use thereof) of not less than the less or (I) that amount which is 10% of the then-existing outstanding principal balance of the Loan or (II) $2,000,000.00 ("Minimum Liquidity Standard"), as determined by Lender in Lender's sole discretion. As used herein, "Liquid Assets" shall mean assets in the form of cash, cash equivalents, obligations of (or fully guaranteed as to principal and interest by) the United States or any agency or instrumentality thereof (provided the full faith and credit of the United States supports such obligation or guarantee) having a maturity of not more than one year and certificates of deposit (with a maturity of two years or less) issued by a commercial bank reasonably satisfactory to Lender and having net assets of at least $500,000,000.00, and publicly traded or registered shares of any Person listed on the New York Stock Exchange, NASDAQ or other nationally or internationally recognized stock exchange. Guarantor shall provide satisfactory evidence, such as Guarantor's balance sheet certified by an officer of Guarantor, to Lender annually to establish compliance with the Minimum Net Worth and Minimum Liquidity Standard. Notwithstanding anything herein to the contrary, the determination of Guarantor's Minimum Net Worth shall include the amount of Guarantor's Liquid Assets.
Guarantor’s Financial Covenants. Borrower shall not permit the violation by Guarantor of any of the Guarantor’s Financial Covenants.
Guarantor’s Financial Covenants. 12.3.1 Unless otherwise agreed by an Instructing Group, throughout the Facility Period the Guarantor shall:-
(a) maintain a Consolidated Tangible Net Worth of not less than $500,000,000 or the equivalent in any other currency which shall be increased on an annual basis calculated as of the end of each fiscal year by an amount equal to 50% of annual consolidated net income (to the extent positive) from the Execution Date;
(b) maintain a Consolidated Debt to Consolidated Tangible Net Worth ratio of a maximum of 1.00:1.00 as calculated at the end of each fiscal quarter;
(c) on a rolling four fiscal quarter basis, maintain a D/EBITDA ratio of a maximum of:-
3.50:1 during the period commencing on the Execution Date and ending on 30 November 2002;
Guarantor’s Financial Covenants. The Borrower shall procure that the Guarantor shall at all times during the Facility Period:
(a) maintain Leverage of equal to or less than seventy five per cent (75%); and
(b) maintain a Net Worth of not less than fifty million Dollars ($50,000,000). The expressions used in this Clause 12.2 shall be construed in accordance with IFRS, and for the purposes of this Agreement:
Guarantor’s Financial Covenants. If, in the reasonable opinion of the Agent (acting on the instructions of the Lenders), the Guarantor, in the context of a financing made or to be made available to a member of the Group or otherwise, agrees with any third party financial covenants which:
(a) are more favourable than those applicable to the Finance Parties pursuant to the Finance Documents, the Guarantor shall, or shall procure that any Obligor or any other third party will, give to the Finance Parties the benefit of such covenants which, in the opinion of the Finance Parties, would place them in the same position as that applicable to the other lender or lenders at the relevant time
(b) place that third party in a more favourable position than that applicable to the Creditor Parties pursuant to this Guarantee or any other Guarantor’s Document; and
(c) are more onerous than those imposed on the Guarantor pursuant to this Guarantee or any other Guarantor’s Document, the Guarantor shall give the Creditor Parties the benefit of such financial covenants by entering into a supplemental agreement to this Guarantee and any of the other Guarantor’s Documents by which the applicable covenants and undertakings are amended and supplemented to place them in the same position as that applicable to the other lender or lenders at the relevant time (with such supplemental agreement being entered into as soon as practicable after the imposition of such financial covenants on the Guarantor by the third party).
Guarantor’s Financial Covenants. So long as the Lender shall have any Commitment hereunder, any Secured Hedge Agreement shall be in effect or any Loan or other Secured Obligations hereunder or under any other Loan Document which is accrued and payable shall remain unpaid or unsatisfied, the Guarantor, shall, (a) maintain a minimum liquidity of $1,000,000 at all times prior to November 15, 2006, (b) maintain a minimum liquidity of $1,500,000 at all times after November 15, 2006 to (but excluding) the Economic Completion Date and (c) for each month on and after the Economic Completion Date, maintain an average minimum liquidity of $500,000 for such month.
Guarantor’s Financial Covenants. 12.3.1 Unless otherwise agreed by an Instructing Group, from the date of this Agreement until the Restructure Date the Guarantor shall: -
(a) maintain a Consolidated Debt to Consolidated Tangible Net Worth ratio of a maximum of 1.00:1.00 as calculated at the end of each fiscal quarter;
(b) ensure that any inter-company debt due from SNSA or any of its Subsidiaries (not including the SO Group) to the SO Group does not at any one time exceed fifty million Dollars ($50,000,000) in aggregate or its equivalent amount in any other currency provided that, the Guarantor shall procure that no inter-company debt whatsoever shall be advanced to SNSA or any of its subsidiaries if an Event of Default or Potential Event of Default has occurred and is continuing;
(c) ensure that SNSA's Liquidity Line (i) shall be fully subordinated to the Facility throughout the Facility Period upon terms and conditions acceptable to the Banks in their sole discretion upon the occurrence of an Event of Default; (ii) shall not exceed $50,000,000 in aggregate and (iii) shall not be repaid if an Event of Default or Potential Event of Default has occurred and is continuing or an Event of Default or Potential Event of Default would occur as a result of such repayment. For the purposes of this Clause 12.3.1:-
(i) Subordinated Debt in an amount of up to one hundred and fifty million Dollars ($150,000,000) or the equivalent in any other currency and (ii) SNSA's Liquidity Line shall not be included as Consolidated Debt in the calculation of (i) Consolidated Debt to Consolidated Tangible Net Worth and (ii) D/EBITDA, for covenant calculation purposes but shall be included for the purposes of calculating the applicable Margin and the applicable Premium; and
(b) Subordinated Debt in an amount of fifty million Dollars ($50,000,000) only or the equivalent in any other currency shall be included as part of Consolidated Tangible Net Worth for covenant calculation purposes;
(d) Notwithstanding Clause 12.2.19, the Guarantor shall be permitted to incur additional indebtedness ("Additional Permitted Indebtedness")
(i) in an amount of up to the difference between four hundred and forty million Dollars ($440,000,000) and the total available commitments of the lenders under the Existing Loan Agreement at such time and (ii) for acquisitions and/or capital expenditure if on a pro forma basis D/EBITDA does not exceed the ratios specified in clause 12.3.1 (c) of the Existing Loan Agreement and no Event of Default h...
