Primary covenants Clause Samples
Primary covenants. So long as Guarantees are in effect the Company shall not, without our prior written consent:
(i) Make any distribution of earnings, except as may be permitted as follows:
(A) From retained earnings in an amount specified in paragraph (b)(1)(i)(C) of this section, provided that, in the fiscal year in which the distribution of earnings is made there is no operating loss to the date of such payment of such distribution of earn- ings, and there was no operating loss in the immediately preceding three fiscal years, or there was a one-year oper- ating loss during the immediately pre- ceding three fiscal years, but such loss was not in the immediately preceding fiscal year, and there was positive net income for the three year period;
(B) If distributions of earnings may not be made under paragraph (b)(1)(i)(A) of this section, a distribu- tion can be made in an amount equal to the total operating net income for the immediately preceding three fiscal year period, provided that:
(1) There were no two successive years of operating losses;
(2) There is no operating loss to the date of such distribution in the fiscal year in which such distribution is made; and
(3) The distribution of earnings made would not exceed an amount specified in paragraph (b)(1)(i)(C) of this section;
(C) Distributions of earnings may be made from earnings of prior years in an aggregate amount equal to 40 percent of the Company’s total net income after tax for each of the prior years, less any distributions that were made in such years; or the aggregate of the Company’s total net income after tax for such prior years, provided that, after making such distribution, the Company’s Long-Term Debt does not exceed its Net Worth. In computing net income for purposes of this paragraph (b)(1)(i)(C), extraordinary gains, such as gains from the sale of assets, will be excluded;
(ii) Enter into any service, manage- ment or operating agreement for the operation of the Vessel or the Shipyard Project (excluding husbanding type agreements), or appoint or designate a managing or operating agent for the operation of the Vessel or the Shipyard Project (excluding husbanding agents) unless approved by us;
(iii) Sell, mortgage, transfer, or de- mise charter the Vessel or the Ship- yard Project or any assets to any non- Related Party except as permitted in paragraph (b)(1)(vii) of this section or sell, mortgage, transfer, or demise charter the Vessel or any assets to a Related Party, unless such transaction is at ...
Primary covenants. So long as Guarantees are in effect the Company shall not, without our prior written consent:
Primary covenants. So long as Guarantees are in effect the Company shall not, without our prior written consent:
(i) Make any distribution of earnings, except as may be permitted as follows:
(A) From retained earnings in an amount specified in paragraph (b)(1)(i)(C) of this section, provided that, in the fiscal year in which the distribution of earnings is made there is no operating loss to the date of such payment of such distribution of earn- ings, and there was no operating loss in the immediately preceding three fiscal years, or there was a one-year oper- ating loss during the immediately pre- ceding three fiscal years, but such loss was not in the immediately preceding fiscal year, and there was positive net income for the three year period;
(B) If distributions of earnings may not be made under paragraph (b)(1)(i)(A) of this section, a distribu-
Primary covenants. The Consolidated Group shall not without the Secretary's prior written consent:
(1) Except as consented to in writing by the Secretary on or before the date hereof, enter or permit any member of the Consolidated Group to enter into any service, management or operating agreement for the operation of the Vessels (excluding husbanding type agreements), or appoint or designate a managing or operating agent for the operation of the Vessels (excluding husbanding agents) unless approved by the Secretary;
(2) Except as consented to in writing by the Secretary on or before the date hereof and except as permitted in subsection 8(a)(6) below: sell, mortgage, transfer, lease or demise charter, or permit any member of the Consolidated Group to sell, mortgage, transfer, lease or demise charter, any Vessel or any assets related to the Security or the Increased Security to any non Related Party or to a Related Party, unless such transaction is (i) at a fair market value as determined by an independent appraiser acceptable to the Secretary, and (ii) a total cash transaction or, in the case of demise charter or lease, the charter payments are cash payments; provided, however, that this subsection 8(a)(2) shall not apply to any sale, lease or disposition of any asset (excluding any Vessel) in the ordinary course of business if such asset has a fair market value of less than $1,000,000;
(3) Enter or permit any member of the Consolidated Group to enter into any agreement for both (A) sale and (B) leaseback of the same assets so sold unless the proceeds from such sale are at least equal to the fair market value of the property sold;
(4) Guarantee or permit any member of the Consolidated Group to guarantee, or otherwise become liable for the obligations of any Person (other than its direct or indirectly wholly owned subsidiaries or any other member of the Consolidated Group with respect to obligations reflected on the balance sheet of the Consolidated Group on the date hereof), except in respect of any undertakings as to the fees and expenses of the Indenture Trustee, except endorsement for deposit of checks and other negotiable instruments acquired in the ordinary course of business except to KeyBank and CIT in connection with the Revolving Credit Facility defined in Section 8(b)(ii) and except as otherwise permitted in Section 8(b);
(5) Directly or indirectly embark or permit any member of the Consolidated Group to embark on any new enterprise or business activity not directly...
Primary covenants. K-Sea OLP shall not be restricted from making distributions to K-Sea LP. Subject to the provisions of Section 8(b), K-Sea LP may, at any time, make any distribution of the Consolidated Group’s Available Cash (as defined in Attachment A), provided, that, upon the event of any of (i) through (iv) below, no distributions of Available Cash shall be permitted unless the Secretary provides its written consent for such distributions of Available Cash:
(i) The occurrence of an event that with time or notice would become a Payment Default;
(ii) The occurrence and continuance of a Security Default (if not cured within the period of time permissible for such Security Default as set forth in the Security Agreement);
(iii) Either Partnership becomes insolvent or bankrupt, or has dissolved or shall, by a court of competent jurisdiction, be adjudged a bankrupt, or files a petition of reorganization under the United States Bankruptcy Code, or such petition be filed by creditors and the same shall be approved by a court of competent jurisdiction; or
(iv) If K-Sea LP, during any calendar year, will have incurred indebtedness exceeding Five Million Dollars ($5,000,000) for the purposes of making distributions.
Primary covenants. So long as the Administrator shall have any obligations under this Agreement or the Guarantee, or any obligations remain outstanding, unpaid or unsatisfied under this Agreement, the Administrator’s Note or any other Transaction Document, without the Administrator’s prior consent:
Primary covenants. The Assuming Shipowner shall not without the Secretary’s prior written consent:
(1) Except as hereinafter provided, make any distribution of earnings, except as may be permitted below:
(A) Provided that the Assuming Shipowner is not then in Default under the Security Agreement, the Assuming Shipowner may distribute to their respective members, with respect to each fiscal year, funds sufficient to enable such members to pay federal, state and local income taxes attributable to each member’s allocable share of net income, such distributions to be made either during the fiscal year in question to enable the member to pay estimated taxes with respect to such fiscal year, or during a subsequent fiscal year. For purposes of this Section 8(a)(1)(A), (i) federal income taxes attributable to a member’s allocable share of net income shall be determined by preparing a pro forma federal tax return for such member, including only the member’s allocable share of the tax attributes of the Assuming Shipowner of which it is a member and no other items of income or deduction, and (ii) state and local taxes attributable to such member’s allocable share of net income shall be determined by assuming a flat blended rate of state and local tax equal to 10 percent.
(B) From the retained earnings of the Assuming Shipowner in an amount specified in subsection (D) below, provided that, in the fiscal year in which the distribution of earnings is made there is no operating loss to the date of such payment of such distribution of earnings;
(C) If distributions of earnings may not be made under (B) above, a distribution can be made in an amount equal to the total operating net income for the immediately preceding three fiscal year period, provided that the distribution of earnings made would not exceed an amount specified in Section 8(a)(1)(D) below;
(D) Distributions of earnings may be made from earnings of prior years in an aggregate amount equal to (i) 50 percent of the Assuming Shipowner ‘s total net income after tax for each of the prior years, less any distributions that were made in such years; or (ii) the aggregate of the Assuming Shipowner’s total net income after tax for such prior years, provided that after making such distribution, the Long-Term Debt of the Assuming Shipowner is equal to or less than its Long-Term Debt as of the date of this Financial Agreement. In computing net income for purposes of this Section, extraordinary gains, such as gains from the sale of assets, ...