Non-Financial Covenants Sample Clauses

Non-Financial Covenants. (a) Pari Passu ranking (b) Material Adverse Change (“MAC”) means in the reasonable opinion of Roquette a material adverse effect on: (i) the business, operations, property, condition (financial or otherwise) or prospects of the Company; (ii) the ability of the Company to perform and comply with its obligations under financial documents; or (iii) the validity, legality or enforceability of financial documents. Including, subject to additional items as may be reasonably requested: 1. copies of published consolidated annual and half-year audited financial accounts of the Company 2. compliance certificate with each set of accounts
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Non-Financial Covenants. Borrower covenants and agrees that, as long as the Agreement remains in effect, Borrower will, at all times, observe, perform and comply with each of the following covenant(s):
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Non-Financial Covenants. 9.1.1 The Buyer shall, subject to clause 10, observe the confirmations and commitments set out in Schedule 8 and clause 9.1.2 (the "Non-Financial Covenants") and that the Non-Financial Covenants will be properly reflected in the Offer Document. 9.1.2 For as long as the Company has Minority Shareholders, the Buyer shall procure that no member of the Group shall take any of the following actions: (i) issue additional shares for cash consideration to any Person (other than members of the Group) which would dilute the interest of any minority shareholder in the Company; (ii) agree to or enter into a related party transaction with any material shareholder which is not at arm's length; or (iii) take any other action which disproportionately prejudices the value of, or the rights relating to, the Company's minority shareholders, in each case other than (A) pursuant to a rights issue or any other share issue where the Company's minority shareholders have been offered a reasonable opportunity to subscribe pro rata to their then existing shareholding, or any shares issued to a third-party not being an Affiliate of a Party, (B) a statutory squeeze-out procedure (uitkoopprocedure) in accordance with Section 2:92a or 2:201a of the DCC or the takeover buy-out procedure in accordance with Section 2:359c of the DCC or (C) the Merger and Liquidation or the Asset Sale and Liquidation (as applicable). 51 / 107
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Non-Financial Covenants. Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (a) Pari Passu ranking (b) Material Adverse Change (“MAC”) means in the reasonable opinion of Roquette a material adverse effect on: (i) the business, operations, property, condition (financial or otherwise) or prospects of the Borrower or the Group as a whole; (ii) the ability of the Company to perform and comply with its obligations under any financial documents; or (iii) the validity, legality or enforceability of any financial documents Including, subject to additional items as may be reasonably requested: 1. copies of published consolidated annual and half-year audited financial accounts of the 2. compliance certificate with each set of accounts
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Non-Financial Covenants. 6.2.1 FedEx agrees to comply with the principles and agreements set out in Schedule H on the following subjects in accordance with the terms and subject to the conditions of this Merger Protocol: i. Strategy; ii. Employment and employee representation; iii. Locations of TNT Express and organisation; iv. Airline; v. Brand; and vi. Finance, (together with the provisions set out in Clauses 6.1.1, 6.1.2, and 7 (Corporate Governance), 8.5 (Post-Settlement Restructurings), and 8.6 (Role and veto right of Independent Members in Boards), collectively the Non-Financial Covenants). 6.2.2 The Non-Financial Covenants will be disclosed in adequate summary in the First Announcement, and in full in the Offer Document and the Position Statement.
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Non-Financial Covenants. 11.2.1 As of the Closing Date ASR shall: a. respect any and all existing rights and benefits of the employees of the Group Companies, including under any existing social plans, profit sharing schemes, covenants and collective labour agreements, pension arrangements as well as the terms of the individual employment 520 Aegon Annual Report on Form 20-F 2022 Exhibit 4.4 agreements between the Group and its employees for the agreed duration of these arrangements and agreements or, if earlier, until new plans and/or agreements will be in place amending these rights with due observance of all Applicable Law; b. ensure that the employees and management of the Combined Group shall have equal access to career opportunities offered by the Combined Group; and c. respect the Group’s current employee consultation structure until such time ASR believes that the integration process of the Combined Group merits a unified employee consultation procedure for the Combined Group.
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Non-Financial Covenants. Usual, including maintenance of insurance, payment of taxes, disposition of major assets, compliance with statutes and with environmental standards, Reporting Requirements as set out above, notices of default on a timely basis, no material judgments, access to books and records, no assumption of additional debt or guarantee obligations by the Borrower except for leases and/or purchase money security interests entered into with respect to capital expenditures to a maximum of the covenant limits hereunder in any consecutive 12-month period, and no payment of dividends. The Borrower shall comply with all material laws (including environmental) and maintain its assets and property in good working condition and maintain satisfactory insurance. So Long as the Borrower is indebted to the Lender, the Borrower and/or Corporate Guarantors agree that without the prior written consent of the Lender acting reasonably:
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Non-Financial Covenants. Company covenants that:
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Non-Financial Covenants. Sections 2(f), 2(j) and 2(w) of the Loan Agreement [and related EXHIBIT "2(f)"] are hereby amended to reflect and allow the $1,650,000 remaining as an unpaid Xxxxxxx obligation to Vanstar Corporation pursuant to settlement of their outstanding litigation (for a total of $3,300,000 and the related cancellation of $500,000 of accounts receivable owing from Vanstar), as collateralized by the pledge of shares owned by Xxxxx X.
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Related to Non-Financial Covenants

  • 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.

  • 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 (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.

  • 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.

  • 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.

  • Compliance with Financial Covenants Schedule A attached hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct.

  • 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:

  • Financial Covenants of Borrower In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. Dated: ____________________

  • 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.

  • Collateral Covenants Until the Revolving Credit Facility has been terminated and all the Secured Obligations have been paid in full, unless the Required Lenders shall otherwise consent in the manner provided in Section 15.9:

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