Affirmative and Negative Covenants definition

Affirmative and Negative Covenants. Substantially the same as those described in Exhibit A to the Transaction Term Sheet in respect of the First Lien Credit Facility; provided, that any such covenants shall contain baskets and permissions that are less restrictive than those provided under the First Lien Credit Facility by a percentage to be mutually agreed.
Sample 1
Affirmative and Negative Covenants. The Lender will include the following financial and portfolio performance covenants in the Facility, which covenants shall be satisfactory to Greenwich: Liquidity Test-- {$7.Slmm cash and/or warehouse availability Gross Margin Maintenance Test Net Worth Test Cash Flow Interest Coverage Test Debt to EB1TDA Test 3 month Rolling Average Delinquency and Gross Loss Tests for both the Facility and for UDC Managed Assets Remedies: To include Advance Rate adjustment (margin call), Capital Calls (as described hereinbelow in a UDC post-privatization environment) and the termination and wind down of the Facility. Conditions Precedent to Implementation of the Facility: To include: i) Execution of documentation and receipt of legal opinions in form and content acceptable to the Lender and its counsel; ii) Receipt of the Facility Commitment Fee; and iii)Receipt by the Lender of an executed Commitment Letter providing UDC with an Inventory Finance Facility of not less than $25 million with terms reasonably acceptable to the Lender. Conditions Precedent to the Privatization of UDC: The Guarantor will covenant that the privatization of UDC will meet the following conditions precedent: i) UDC will not use more than [$10] million of corporate cash will be used in a stock tender; ii) TJDC will not incur more than [$32] million of incremental subordinated term debt with a maturity of not less than [five] years in any stock tender; iii)Neither Ernie Garcia nor Greg Sullivan will xxxxxxxxxxx in sxxx xxxxxx xxxxx; iv) TJDC will have executed an inventory finance facility of not less than $25 million; v) MBIA shall have expressed written approval of the proposed transaction and its willingness and intent to continue as surety provider for UDC securitizations; vi) Kayne Anderson shall have committed xx xxxxxxx xx receive not more than $4mm per annum (in not more than $1 mm per quarter installments) in repayment of its subordinated debt until such debt is retired OR Ernie Garcia shall personally commit tx xxxxxxx xxy repayment demand by Kayne Anderson in excess of the aforemenxxxxxx xxxxxxxd repayment schedule; and vii)None of UDC's MBIA-wrapped term securitizations will be in breach of either a Performance or Event of Default Trigger, each as defined in such transaction's documentation when such privatization effort is commenced or executed upon.
Sample 1

Examples of Affirmative and Negative Covenants in a sentence

  • The Borrower covenants and agrees that so long as Lender has any Commitment hereunder or any Obligations remain unpaid, Borrower will comply with all of the Affirmative and Negative Covenants of Article 5 of the Existing Credit Agreement as if they had been made in conjunction with this Agreement.

  • Affirmative and Negative Covenants Pledgor covenants and agrees with Secured Party that: Section 2.1 Delivery.

  • Affirmative and Negative Covenants Same as New Second Lien Convertible Notes.

  • Affirmative and Negative Covenants Covenants customarily found in convertible notes for similar financings for public companies, taking into account the secured nature of the notes, reasonably acceptable to the Requisite Plan Sponsors, the Debtors and the UCC.

  • A-4 Affirmative and Negative Covenants: Substantially similar to the Term Loan Agreement (subject to the Documentation Principles).

  • The covenants in this Clause 13 (Affirmative and Negative Covenants) remain in force from the Signing Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • That it is in compliance with Clause FOUR of this Agreement (Affirmative and Negative Covenants).

  • In DE 18-029, UES separated its EDC into two pieces, transmission and non- 7 transmission, in order to properly bill and credit alternative net metering 8 customers.

  • Notwithstanding anything contained in this Agreement to the contrary, this Agreement is subject to certain binding Affirmative and Negative Covenants ("Covenants") contained in a "Memorandum of Agreement," entered into by the Parties on the date of this Agreement.

  • Affirmative and Negative Covenants: substantially consistent with the provisions of the Existing Bank Credit Documentation, provided that the restricted payment basket will be set at the level in effect on the closing date of the Existing Bank Credit Documentation and will not be reduced by restricted payments made pursuant thereto after such closing date and prior to the date of the Commitment Letter.

Related to Affirmative and Negative Covenants

  • Affirmative Covenants The following affirmative covenants, among others, if any, to be negotiated in the Senior Facilities Documentation, will apply (to be applicable to the Borrower and its restricted subsidiaries), subject to customary (consistent with the Documentation Precedent) and other baskets, exceptions and qualifications to be agreed upon: maintenance of corporate existence and rights; performance and payment of obligations; delivery of annual and quarterly consolidated financial statements (accompanied by customary management discussion and analysis and (annually) by an audit opinion from nationally recognized auditors that is not subject to any qualification as to scope of such audit or going concern) (other than solely with respect to, or resulting solely from an upcoming maturity date under any series of indebtedness occurring within one year from the time such opinion is delivered) (with extended time periods to be agreed for delivery of the first annual and certain quarterly financial statements to be delivered after the Closing Date) and an annual budget (it being understood that the public REIT reporting that includes the Borrower shall satisfy the Borrower’s reporting obligations so long as it includes a consolidating income statement and balance sheet for the Borrower); delivery of notices of default and material adverse litigation, ERISA events and material adverse change; maintenance of properties in good working order; maintenance of books and records; maintenance of customary insurance; commercially reasonable efforts to maintain ratings (but not a specific rating); compliance with laws; inspection of books and properties; environmental; additional guarantors and additional collateral (subject to limitations set forth under the captions “Guarantees” and “Security”); further assurances in respect of collateral matters; use of proceeds; and payment of taxes.

  • Negative Covenants means any negative or similar restrictive covenant (including, without limitation, under Article 7) made by the Borrowers in this Agreement or in any other Loan Document.

  • Restrictive Covenant has the meaning set forth in Section 6(c).

  • Restrictive Covenant Agreements has the meaning set forth in the Recitals.

  • Financial Covenants means the covenants set forth in Section 6.2.

  • Restrictive Covenant Agreement means any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Partnership or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition (if applicable), non-solicitation and/or confidentiality, in order to protect the business of the Partnership and its Affiliates.

  • Restrictive Covenants means the restrictive covenants contained in Section 12(c) hereof.

  • Financial Covenant Event of Default has the meaning specified in Section 8.01(b).

  • Restrictive Covenant Violation means the Participant’s breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by the Participant.

  • Covenants means the covenants set forth in Section 4 of this Agreement. To acknowledge your agreement to and acceptance of the terms and conditions of this Agreement, please sign below in the space provided within five (5) days of the date of this Agreement and return a signed copy to my attention. If the Agreement is not signed and returned within (5) days, the terms and conditions of this Agreement will be deemed withdrawn. Sincerely, MEDQUIST INC. By: Xxxxx X. Xxxxxxx President Accepted and Agreed:

  • Financial Covenant Default has the meaning assigned to such term in Section 8.01(6).

  • Previously Absent Financial Maintenance Covenant means, at any time, any financial maintenance covenant that is not included in the Loan Documents at such time.

  • Financial Covenant means the covenant set forth in Section 7.09.

  • Maintenance Covenant A covenant by any borrower to comply with one or more financial covenants (including without limitation any covenant relating to a borrowing base, asset valuation or similar asset-based requirement) during each reporting period, that exists regardless of whether or not such borrower has taken any specified action and includes a covenant that applies only when the related loan is funded.

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Environmental covenant means a servitude arising under an environmental response project that imposes activity and use limitations.

  • Covenant Compliance Event means that Excess Availability at any time is less than the greater of (a) ten (10%) percent of the Line Cap or (b) $7,000,000. For purposes hereof, the occurrence of a Covenant Compliance Event shall be deemed continuing until Excess Availability has exceeded the amounts set forth above for thirty (30) consecutive days, in which case a Covenant Compliance Event shall no longer be deemed to be continuing for purposes of this Agreement. The termination of a Covenant Compliance Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Covenant Compliance Event in the event that the conditions set forth in this definition again arise.

  • Affirmative action means action appropriate to overcome the effects of past or present practices, policies, or other barriers to equal employment opportunity.

  • Covenant Relief Period means the period commencing on the Amendment No. 1 Effective Date and ending on and including December 31, 2022.

  • Financial Covenant Debt of any Person means Indebtedness of the type specified in clauses (a), (b), (d), (e), (f) and (h) of the definition of “Indebtedness,” non-contingent obligations of the type specified in clause (c) of such definition and Guaranty Obligations of any of the foregoing.