Maximum Loss. A Maximum Loss, tested on a trailing three (3) month period, of not greater than ($1,500,000) commencing with the trailing three (3) month period ending October 31, 2012 and on the last day of each month thereafter through June 30, 2013. Commencing with the month ending July 31, 2013, the required amount of Borrower’s Maximum Loss is subject to change based on Borrower’s annual financial projections approved by Borrower’s Board of Directors for the June 30, 2014 fiscal year end (the “2014 Maximum Loss Covenant”). Borrower’s failure to reach an agreement with Bank on the 2014 Maximum Loss Covenant and to execute and deliver to Bank an amendment to this Agreement, shall constitute an immediate Event of Default under this Agreement.
Maximum Loss. Maintain a maximum aggregate loss for the period June 1, 2002 through May 31, 2003, measured as of each fiscal quarter ending August 31, 2002, November 30, 2002, February 28, 2003 and May 31, 2003, not to exceed Five Hundred Thousand Dollars ($500,000). As used herein, “maximum aggregate loss” means Borrower’s GAAP net losses after taxes for the period of measurement.
4. Section 4.18 of the Agreement hereby is amended in its entirety to read as follows:
Maximum Loss. (a) In no event shall Sellers’ maximum aggregate liability for Losses pursuant to Sections 10.2.2(a) and Sections 10.2.3(a) (for any breach of or inaccuracy in the representations and warranties of the Company or any Seller or in any Certificate delivered by the Company or Sellers), exceed $[REDACTED], other than claims for Fraud, or causes of action arising out of, involving or otherwise in respect of, any Fundamental Representation, or the indemnification rights and obligations relating to Covered Taxes;
(b) [REDACTED]
(c) [REDACTED]
Maximum Loss. The aggregate net loss of Borrower and its Subsidiaries (excluding amortization of stock-based compensation or in-process R&D charges, goodwill or other intangible asset amortization, or any other extraordinary non-cash item resulting from Borrower's acquisition of at least 50% of a non-affiliate company) will not exceed $10,000,000 in the quarter ending September 30, 2000, $9,300,000 in the quarter ending December 31, 2000, or $7,500,000 in the quarter ending March 31, 2001.
Maximum Loss. Borrower shall not incur, in any four consecutive fiscal quarters, commencing after the date of this Agreement, on a cumulative basis, a net loss of $10,000,000 or more, or in any period of eight consecutive fiscal quarters, commencing after the date of this Agreement on a cumulative basis, a net loss of $15,000,000 or more. Notwithstanding anything to the contrary contained herein, write-offs for goodwill, restructuring expense or other unusual or non-recurring expense arising during the first two fiscal quarters of Borrower's 1996 fiscal year (ending June 29, 1996) in connection with or pursuant to a restructuring and which Borrower would otherwise be required to include in the determination of Borrower's net loss under this Section 7.22, shall, in an aggregate amount not to exceed $13,000,000, be excluded from such determination of such net loss of Borrower."
Maximum Loss. The account will be disabled, and a trader will need to re-attempt the accreditation phase if the account’s equity drops below -8% of the starting account balance.
Maximum Loss. The Borrower shall have positive consolidated net income (excluding extraordinary, non-recurring income) before income taxes for each three month period during the Term (tested monthly on a "rolling" basis), except during the three months in the Borrower's fiscal quarter ending February 28, 1998 when it may have a consolidated net loss before income taxes not in excess of $405,000.
Maximum Loss. The Borrowers, on a consolidated basis, shall not suffer a Net Loss in respect of calendar year 1999 in excess of $860,000, as measured; first, in respect of the six month period ending June 26, 1999; second, in respect of the nine month period ending September 25, 1999; and third, in respect of the twelvemonth period ending December 31, 1999.
(m) The following sentence is added to the end of Section 6.7 of the Credit Agreement: The Bank or any agent or representative thereof shall have the right to perform annual field audits of the Borrowers, at the Borrowers' reasonable expense.
(n) Notwithstandidng anything to the contrary in this Amendment, the interest rates on any LIBOR Loans borrowed prior to the date of this Amendment shall remain at such rates until the end of the applicable Interest Period for such LIBOR Loans.
Maximum Loss. Borrower and its Subsidiaries, on a consolidated basis, shall not incur a fiscal year-to-date pre-tax loss, calculated in accordance with GAAP, in excess of $525,000 as of September 30, 1999."
9. The following sentence is added to paragraph 14(t) of the Agreement: "LaSalle will have the right to have Borrower's Inventory appraised at any time, at Borrower's expense, by an appraiser acceptable to LaSalle; provided, however, that in the absence of an Event of Default, LaSalle will not require such appraisals more often than twice a year."
10. Subject to execution of this Amendment and to LaSalle's receipt of copies of written waivers executed by Scitex Digital Video, Inc. ("Scitex") and American Bankers Insurance Group, Inc. ("ABIG") and certain other holders of Borrower's 6% Senior Subordinated Convertible Notes (the "Senior Notes") waiving any and all defaults of Borrower with respect to Borrower's obligations to Scitex, ABIG and such holders, LaSalle waives, through the date hereof, Borrower's (a) default of the covenant in paragraph 14(m) not to amend its organizational documents, as a result of Borrower's amendment to its Bylaws dated as of May 26, 1999, amendment to its Bylaws dated as of July 20, 1999, and amendment to its Certificate of Incorporation dated as of July 20, 1999, copies of which have been provided to LaSalle; (b) default of the Consolidated Tangible Net Worth covenant in paragraph 14(n)(i) as such covenant existed prior to this Amendment, (c) default of the Cash Flow covenant in paragraph 14(n)(ii) as such covenant existed prior to this Amendment; and (d) default which has occurred under paragraph 16(i) as a result of Borrower's default under its subordinated promissory note in favor of Scitex and under its Senior Notes dated as of March 12, 1999. Upon the effective date of LaSalle's waiver, Borrower may make payment to Scitex of all principal and interest accrued under the subordinated promissory note and up to $1,015,000 representing principal which was scheduled to be paid in June 1999, provided that all conditions for such payment under paragraph 14(u) of the Agreement are satisfied and Scitex waives any and all other defaults by Borrower through the date of payment.
Maximum Loss. The Borrower and its Consolidated ------------ Subsidiaries, on a consolidated basis, shall no suffer an Adjusted Net Loss for two consecutive fiscal quarters, as tested quarterly. All financial covenants set fort in this Article 8 shall be determined or measured based on the financial statements o the Borrower described in Section 6.8 hereof.
