Supplemental Covenants. Unless, after giving effect to such transaction or transactions, during any fiscal year of the Company, (1) the Company's Working Capital is equal to at least one dollar, (2) the Company's Long-Term Debt does not exceed two times the Company's Net Worth and (3) the Company's Net Worth is at least the amount specified in Attachment A hereto, the Company shall not, without the Secretary's prior written consent:
(A) Withdraw any capital;
(B) Redeem any share capital or convert any of the same into debt;
(C) Pay any dividend (except dividends payable in capital stock of the Company);
(D) Make any loan or advance (except advances to cover current expenses of the Company), either directly or indirectly, to any stockholder, director, officer, or employee of the Company, or to any Related Party;
(E) Make any investments in the securities of any Related Party;
(F) Prepay in whole or in part any indebtedness to any stockholder, director, officer or employee of the Company, or to any Related Party;
(G) Increase any direct employee compensation (as hereinafter defined) paid to any employee in excess of $150,000 per annum; nor increase any direct employee compensation which is already in excess of $150,000 per annum; nor initially employ or re-employ any person at a direct employee compensation rate in excess of $150,000 per annum; provided, however, that beginning with January 1, 2000, the $150,000 limit may be increased annually based on the previous year's closing CPI-U (Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics). For the purpose of this section the term "direct employee compensation" is the total amount of any wage, salary, bonus, commission, or other form of direct payment to any employee from all companies with guarantees under Title XI of the Act as reported to the Internal Revenue Service for any fiscal year;
(H) Acquire any fixed assets other than those required for the maintenance and operations of the Company's existing assets, including the normal maintenance and operation of any vessel or vessels owned or chartered by the Company;
(I) Either enter into or become liable (directly or indirectly) under charters and leases (having a term of twelve months or more) for the payment of charter hire and rent on all such charters and leases which have annual payments aggregating in excess of $1,000,000 (which amount shall be increased at the end of each of the Company's fiscal years by a percentage equal to the CPI-U);
...
Supplemental Covenants. Commencing with the First Calendar Year of Vessel Operations and continuing thereafter unless, after giving effect to such transaction or transactions during any fiscal year: (i) the Company's debt-to-equity ratio does not exceed 2:1; (ii) upon completion of construction of the Vessel and the First Calendar Year of Vessel Operation, the Company's Minimum Cash Flow Ratio is not less than 1.0 to 1.0; and (iii) the Company has a positive cash balance at all times, the Company shall not, without the Secretary's prior written consent during any fiscal year of the Company after completion of construction of the Vessel:
(1) Withdraw any capital;
(2) Redeem any share capital or convert any of the same into debt;
(3) Pay any dividend (except dividends payable in capital stock of the Company);
(4) Make any loan or advance (except advances to cover current expenses of the Company), either directly or indirectly, to any stockholder, director, officer, or employee of the Company, or to any Related Party;
(5) Make any investments in the securities of any Related Party;
(6) Prepay in whole or in part any indebtedness to any stockholder, director, officer or employee of the Company, or to any Related Party;
(7) Increase any direct employee compensation (as hereinafter defined) paid to any employee in excess of $100,000 per annum; nor increase any direct employee compensation which is already in excess of $100,000 per annum; nor initially employ or re-employ any person at a direct employee compensation rate in excess of $100,000 per annum; provided, however, that beginning with January 1, 2000, the $100,000 limit may be increased annually based on the previous year's closing CPI-U (Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics). For the purpose of this section the term "direct employee compensation" is the total amount of any wage, salary, bonus, commission, or other form of direct payment to any employee from all companies with guarantees under Title XI of the Act as reported to the Internal Revenue Service for any fiscal year;
(8) Acquire any fixed assets other than those required for the maintenance of the Company's existing assets, including the normal maintenance and operation of any vessel or vessels owned or chartered by the Company;
(9) Either enter into or become liable (directly or indirectly) under charters and leases (having a term of six months or more) for the payment of charter hire and rent on all such charters and...
Supplemental Covenants.
(a) During the Accommodation Period, each Obligor hereby agrees to comply with the terms and covenants set forth in Schedule B hereto.
(b) In addition, until the earliest of (i) termination of the Accommodation Period, (ii) the Borrowers’ emergence from the CCAA Proceedings and the Chapter 15 Proceedings (as decribed in the Initial Order), and (iii) solely upon written notice by the Borrowers to the Agent (a “BP Waterfall Election Notice”) upon a final determination by a court of competent jurisdiction (and not subject to any stay, leave to appeal or appeal) that all or substantially all of BP’s pre-Filing Date exposure has payment priority over the Lenders’ Advances pursuant to Section 3.04 of the Intercreditor Agreement (the “BP Termination Date”; all disputes as to the relative payment priorities of BP’s pre-Filing Date exposure and the Lenders’ Advances after delivery of an “Enforcement Notice” are collectively referred to as the “Waterfall Dispute”), the Borrowers shall pay all interest and a fee equal to the Letter of Credit Fee Rate (both at the non-default rate set forth in Level I of the definition of Applicable Margin) and the fees described in Sections 5.02(9) and 5.03(8) of the Credit Agreement (at the non-default rate), in each case, due or becoming due in respect of all Advances (including all Letters of Credit) outstanding under the Credit Facilities, whether accrued before, on or after the Filing Date, in accordance with the terms of the Credit Agreement (collectively, the “Interest Payment Obligations”). For the avoidance of doubt, all Persons (including the parties hereto and the DIP Lenders) reserve all rights in respect of whether interest and other fees will accrue at the rate set forth in clause (b) of the definition of Applicable Margin during the CCAA Proceedings.
(c) Notwithstanding anything to the contrary in Section 2(b) above, if an Obligor Termination Notice has been delivered and the Lenders have not cured each material breach described therein within four (4) days of such delivery, the obligation under this Agreement for the payment of the Interest Payment Obligations shall cease immediately; provided that the payment in cash of the Interest Payment Obligations under this Agreement shall automatically resume upon the Lenders curing each material breach described in the related Obligor Termination Notice if all such material breaches are cured prior to the Obligor Termination Date. Notwithstanding the foregoing, nothing ...
Supplemental Covenants. The term “Supplemental Covenants” shall mean and refer to instrument filed in St. Clair County Probate Office which subjects Additional Property to these Covenants and/or imposes, expressly or by reference, additional restrictions and obligations on the land described in such instrument.
Supplemental Covenants. The following additional covenants, rights, responsibilities and/or agreements are part of the Shared Parking Agreement.
a. This Agreement is contingent upon the Town voting to proceed with the Community Center project at the Annual Town Meeting scheduled for May 2021 or a subsequent Special Town Meeting.
b. VFW grants the Town the right to make minor modifications to the access driveway to the Shared Parking Area consistent with the plans approved by the Community Center Building Committee, after review and approval by the VFW prior to any work being done. The VFW agrees that the Shared Parking Area will be configured as shown on Exhibit A.
c. The Town agrees to re-dedicate the Town Playground in honor of Xxx Xxxxxxxxx.
d. The Town and VFW acknowledge and agree that during construction of the Community Center Building, there may be some disruption to the use of the Shared Parking Area, and that the Playground will be closed during construction. The Town will work with the general contractor to try to minimize such disruptions. The VFW agrees that during construction of the Community Center Building and until the completion of the project, access to the parking spots on the Town owned portion of the Shared Parking Area will be unavailable.
e. Should the VFW vote to sell all or a material part of the VFW owned parcel, VFW will provide written notice to the Town granting the Town the right of first refusal to purchase said property at the price stated, which shall be based upon a good faith offer to the VFW or the fair market value of the property, as mutually agreed or as determined by an appraiser selected by the Town, for a period of 120 days after receipt of notice. In no event shall the Town be required to pay more than fair market value in order to exercise its right of first refusal.
Supplemental Covenants. Unless, (i) on the last day of the most recent Fiscal Year quarter, the Consolidated Group's Fixed Charge Coverage Ratio (as defined in Attachment A hereto) is at least 3.0 : 1.0 (ii) after giving effect to such transaction or transactions, the Consolidated Group's Long Term Debt does not exceed the Consolidated Group's Net Worth, and (iii) after giving effect to such transaction or transactions, the Consolidated Group's Net Worth is at least the amount specified in Attachment A hereto, except as consented to in writing by the Secretary on or before the date hereof or with respect to intra-group transactions among members of the Consolidated Group, the Consolidated Group shall not, without the Secretary's prior written consent:
(1) Withdraw any capital;
(2) Redeem any partnership interest or convert any of the same into debt;
(3) Except as permitted by Section 8(c), make any distribution respecting any partnership interest;
(4) Make any loan or advance (except advances to cover current expenses of any member of the Consolidated Group), either directly or indirectly, to (x) any partner or shareholder of any member of the Consolidated Group, or (y) any director, officer, or employee of the Consolidated Group or any Related Party or (z) to any Related Party; or make any reimbursement to the General Partner for any bonuses or incentive payments;
(5) Make any investments in the securities of any Related Party;
(6) Prepay in whole or in part any indebtedness to (x) any partner or shareholder of any member of the Consolidated Group, or (y) any director, officer or employee of the Consolidated Group or any Related Party or (z) to any Related Party;
(7) Increase any direct employee compensation (as hereinafter defined) paid to any employee in excess of Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($100,000) per annum; nor increase any direct employee compensation which is already in excess of Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($100,000) per annum; nor initially employ or re-employ any person at a direct employee compensation rate in excess of Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($100,000) per annum; provided, however, that beginning with January 1, 2000, the Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($100,000) limit may be increased annually based on the previous year's closing CPI-U (Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics). For the purpose of this section the term "direct employee compensation" is th...
Supplemental Covenants. Include any additional covenants, rights, responsibilities and/or agreements if necessary.
Supplemental Covenants. The Vendor and the Purchaser each covenant and agree with the other as follows and acknowledge that the other is relying upon those covenants and agreements in connection with the purchase of the Purchased Shares:
Supplemental 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 the Administrator’s Note or any other Transaction Document and (a) if there is an existing Default or (b) if, after giving effect to any Primary Covenant transaction or transactions occurring during any fiscal year of the Shipowner or the Affiliate Guarantor, (1) the Shipowner does not satisfy the Supplemental Financial Covenants of Shipowner, or (2) the Affiliate Guarantor does not satisfy the Supplemental Financial Covenants of Affiliate Guarantor, neither the Shipowner nor the Affiliate Guarantor shall, without the Administrator’s prior consent:
