No Nuisance Covenant. The Company shall keep the Facility Site neat, clean and litter-free at all times, and shall avoid the creation of nuisance conditions at or due to the Wastewater System, with respect to surface litter, noise, odor, fugitive dust, or vectors inconsistent with conditions reasonably anticipated in the ordinary course of the operation of a wastewater treatment system in accordance with the Operating Standards. Should any such nuisance condition occur, the Company shall expeditiously remedy the condition. If the nuisance condition is the result of an Uncontrollable Circumstance or Borough Breach, the Borough shall compensate the Company for the cost of such remedy. If such nuisance is not due to an Uncontrollable Circumstance or Borough Breach, the Company shall bear the cost of such remedy and the Company shall hold the Borough harmless from any Loss and Expense relating thereto, subject to and in accordance with Section 10.2 hereof.

No Nuisance Covenant. The County and the Company acknowledge that a substantial objective of the County is for the Contract Services to be supplied in an economically and environmentally sound manner and, accordingly, the Company shall keep the Facilities and Facility Sites neat, clean and litter-free at all times, ensure that the operation of the Facilities and Facility Sites does not create any odor, litter, noise, fugitive dust, vector or other adverse environmental effects constituting, with respect to each of the foregoing, a nuisance condition under Applicable Law. Should any such nuisance condition occur as a result of any failure of the Company to comply with its obligations under this Agreement, the Company shall promptly remedy the condition, pay any fines or penalties relating thereto, make all changes in the Company’s operating and maintenance practices necessary to prevent a recurrence of the nuisance condition, and indemnify and hold harmless the County in accordance with the provisions of Section 10.6 from and against any Losses resulting from such failure.

No Nuisance Covenant. The Company shall keep the Managed Assets and the Pump Stations neat, clean and litter-free at all times, ensure that the operation of the Managed Assets and the Pump Stations does not create any odor, litter, noise, fugitive dust, vector or other adverse environm ental effects constituting, with respect to each of the foregoing, a nuisance condition under Applicable Law. Should any such nuisance condition occur which is not caused by Uncontrollable Circumstances, the Company shall promptly remedy the condition, pay any fines or penalties relating thereto, m ake all Capital Modifications and changes in operating and management practices necessary to prevent a recurren ce of the n uisan ce con dition, and indemnify and hold the B orough h arm less from any Loss-and-Expense imposed as a result of any Legal Proceeding originated by a third party and arising from such nuisance condition in the m anner provided in Section 14.3.

No Nuisance Covenant. The Lessee shall keep the Incineration Facilities neat, clean and litter-free at all times, ensure that the operation of the Incineration Facilities does not create any odor, litter, noise, fu gitive dust, vector or other adverse environm ental effects constituting, with respect to each of the foregoing, a nuisance condition under Applicable Law. Should any such nuisance condition occur which is not caused by Uncontrollable Circumstances, the Lessee shall promptly remedy the condition, pay any fines or penalties relating thereto, make all Capital Modifications and chan ges in operating and m anagem ent practices necessary to prevent a recurrence of the nuisance condition, and indemnify and hold the Lessor harmless from any Loss-and-Expen se imposed as a result of any Legal Proceeding originated by a third party and arising from such nuisance condition in the manner provided in Section 15.7.

No Nuisance Covenant. The Company shall keep the System neat, clean and substantially litter-free at all times, and ensure that the operation of the System does not create any odor, substantial litter, noise, fugitive dust, vector or other adverse environmental effects constituting, with respect to each of the foregoing, a nuisance condition under Applicable Law. Should any such nuisance condition occur, the Company shall take all necessary steps to remedy the condition, pay any regulatory fines or penalties relating thereto, make all changes in operating and management practices necessary to prevent a recurrence of the nuisance condition, and, to the full extent of its liability under Applicable Law, indemnify, defend and hold the WPCA harmless, from any Loss- and-Expense resulting from such nuisance condition.

Related to No Nuisance Covenant

Compliance Covenant The Company will not become a party to any Common Stock Change Event unless its terms are consistent with this Section 5.09.
Financial Performance Covenants Notwithstanding anything to the contrary contained in Section 7.01, in the event that the U.S. Borrower fails to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) (collectively, the "Cure Right"), and upon the receipt by U.S. Borrower of such cash (the "Cure Amount") pursuant to the exercise by Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) If, after giving effect to the foregoing recalculations, the U.S. Borrower shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Borrower shall be deemed to have satisfied the requirements of the Financial Performance 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 the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the Agreement.
Covenant The Transfer Agent and the Customer agree that they will not, at any time during the term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any customers' lists, trade secrets, cost figures and projections, profit figures and projections, or any other secret or confidential information whatsoever, whether of the Transfer Agent or of the Customer, used or gained by the Transfer Agent or the Customer during performance under this Agreement. The Customer and the Transfer Agent further covenant and agree to retain all such knowledge and information acquired during and after the term of this Agreement respecting such lists, trade secrets, or any secret or confidential information whatsoever in trust for the sole benefit of the Transfer Agent or the Customer and their successors and assigns. The above prohibition of disclosure shall not apply to the extent that the Transfer Agent must disclose such data to its sub-contractor or agent for purposes of providing services under this Agreement.
Operating Covenants From the Execution Date until the Closing or, if earlier, the termination of this Agreement as contemplated hereby, except (t) as required by this Agreement or any other Transaction Document, (u) as required by any lease, Contract, or instrument listed on any Annex, Disclosure Schedule or Schedule, as applicable, (v) as required by any Applicable Law or any Governmental Authority (including by order or directive of the Bankruptcy Court or fiduciary duty of the board of managers of any Seller or its Affiliates) or any requirements or limitations resulting from the Bankruptcy Cases, (w) to the extent related solely to Excluded Assets and/or Excluded Liabilities, (x) for renewal of expiring insurance coverage in the Ordinary Course of Business, (y) for emergency operations or (z) as otherwise consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) Sellers will: (i) subject to any Bankruptcy Court order to the contrary, operate the Assets in the Ordinary Course of Business; (ii) maintain or cause its Affiliates to maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices; (iii) give written notice to Buyer as soon as is practicable of any material damage or casualty to or destruction or condemnation of any Asset of which Sellers have Knowledge; (iv) use reasonable best efforts to maintain insurance coverage on the Assets in the amounts and types described on Disclosure Schedule 3.10; and (v) use commercially reasonable efforts to maintain or cause its Affiliates to maintain all Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; and (b) no Seller shall: (i) sell, lease or otherwise transfer any Asset, or otherwise voluntarily divest or relinquish any right or asset, other than (A) sales or other dispositions of materials, supplies, machinery, equipment, improvements or other personal property or fixtures in the Ordinary Course of Business which have been replaced with an item of substantially equal suitability and (B) dispositions of Excluded Assets; (ii) enter into any material Contract that if entered into prior to the Execution Date would be required to be listed in Disclosure Schedule 3.05(a) other than (A) Contracts of the type described in Section 3.05(a)(iii) and Section 3.05(a)(viii) entered into in the Ordinary Course of Business (provided that Sellers shall use commercially reasonable efforts to notify Buyer of the terms of any such Contract prior to the execution thereof), (B) confidentiality agreements entered into in accordance with the Bid Procedures Order, (C) contracts or agreements entered into in connection with the Bankruptcy Cases (including any in connection with an Alternative Transaction) and (D) Contracts that would not adversely affect the Assets in any material respect; (iii) amend or modify in any material respect or terminate any Purchased Contract (other than termination or expiration in accordance with its terms) or any Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; (iv) change the methods of accounting or accounting practice by Sellers, except as required by concurrent changes in Applicable Law or GAAP as agreed to by its independent public accountants; or (v) to the extent any of the following would reasonably have the effect of increasing the Non-Income Tax liability of Buyer for any period after the Closing Date, (A) make any settlement of or compromise any Non-Income Tax liability with respect to the Assets, (B) change any Non-Income Tax election or Non-Income Tax method of accounting or make any new Non-Income Tax election or adopt any new Non-Income Tax method of accounting with respect to the Assets; (C) surrender any right to claim a refund of Non-Income Taxes with respect to the Assets; or (D) consent to any extension or waiver of the limitation period applicable to any Non-Income Tax claim or assessment with respect to the Assets.
Minimum Debt Service Coverage Ratio as at the end of each Fiscal Quarter, the Debt Service Coverage Ratio shall not be less than 1.20 to 1.00; and
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.
Independent Covenant 12 Section 10.06 Materiality............................................ 13
Debt Service Coverage Ratio Calculation: If school owns its facility or if the school leases its facility and the lease is capitalized: (Net Income + Depreciation Expense + Interest Expense) divided by (Principal + Interest + Lease Payments) If school leases its facility and the lease is not capitalized: (Facility Lease Payments + Net Income + Depreciation Expense + Interest Expense) divided by (Principal + Interest + Lease Payments) Data Source: Annual Fiscal Audit Report
Separate Covenants The covenants of Part IX of this Agreement shall be construed as separate covenants covering their particular subject matter. In the event that any covenant shall be found to be judicially unenforceable, said covenant shall not affect the enforceability or validity of any other part of this Agreement. Employee Initials ____
Negative Covenant Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

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