Part 2 – Council Covenant.......................................................
SCHEDULE 2 Part 2 – Council Covenant 1 The Council undertakes to the Company other that it will generally act in a manner that will promote the Business and the best interests of the Company and act at all times in good faith towards the Company, subject at all times to its statutory and common law duties.
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.
Additional Covenant means any covenant in respect of the financial condition or financial position of the Company, including, but not limited to, covenants that specify or require the maintenance of certain financial ratios applicable to the Company, and the default provision related thereto (regardless of whether such provision is labeled or otherwise characterized as a covenant or a default).
Financial Covenant has the meaning specified in Section 7.08.
Covenant means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.
Previously Absent Financial Maintenance Covenant means, at any time, any financial maintenance covenant that is not included in the Loan Documents at such time.
Tax Covenant means the covenant relating to tax set out in Schedule 6;
Environmental covenant means a servitude arising under an environmental response project that imposes activity and use limitations.
Repeat compliance period means any subsequent compliance period after the initial compliance period.
Covenant Relief Period means the period commencing on the Amendment No. 3 Effective Date and ending on (but excluding) the Covenant Relief Period Termination Date.
Labor compliance agreement means an agreement entered into between a contractor or subcontractor and an enforcement agency to address appropriate remedial measures, compliance assistance, steps to resolve issues to increase compliance with the labor laws, or other related matters.
Transfer fee covenant means a declaration or covenant purporting to affect real property which requires or purports to require the payment of a transfer fee to the declarant or other person specified in the covenant or declaration, or to their successors or assigns, upon a subsequent transfer of an interest in the real property.
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.
Financial Covenants means the covenants set forth in Section 6.2.
Covenant Testing Period means the period commencing on the last day of the fiscal month of Borrower most recently ended prior to the occurrence of a Fixed Charge Test Commencement Date for which month Borrowers have delivered to Agent monthly financial statements of Solutions and its Subsidiaries, and continuing until the Termination Date has occurred.
Covenant Compliance Worksheet means a fully completed worksheet in the form of Attachment A to Exhibit C.
Covenant Compliance Certificate means a properly completed and executed Covenant Compliance Certificate substantially in the form of Exhibit X hereto.
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 singed 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: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx, President Accepted and Agreed: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx
Tax Compliance Agreement means the Federal Tax Certificate, Tax Compliance Agreement, Arbitrage Agreement, or other written certification or agreement of the Issuer setting out representations and covenants for satisfying the post-issuance tax compliance requirements for the Tax-Exempt Bonds.
SOX Compliant Entity means an entity that either is required to be compliant with, or voluntarily is compliant with, all of the following provisions of the Sarbanes-Oxley Act of 2002: (i) the preapproval requirements of Section 201 (Section 10A(i) of the Securities Exchange Act of 1934); (ii) the Audit committee independence requirements of Section 301 (Section 10A(m)(3) of the Securities Exchange Act of 1934); and (iii) the Internal control over financial reporting requirements of Section 404 (Item 308 of SEC Regulation S-K).
Incurrence Covenant A covenant by any borrower to comply with one or more financial covenants only upon the occurrence of certain actions of the borrower, including a debt issuance, dividend payment, share purchase, merger, acquisition or divestiture.
Financial Covenant Default has the meaning assigned to such term in Section 8.01(6).
Covenant Period means the period of time from the date of this Agreement to the date that is two years after the Date of Termination.
Financial Performance Covenants means the covenants of the Borrower set forth in Sections 6.10 and 6.11.
Financial Performance Covenant means the covenant set forth in Section 6.10.
Financial Covenant Event of Default has the meaning specified in Section 8.01(b).
major non-compliance outcome notification means a notification received by a council under section 19N(3) or (4) of the Food Act 1984, or advice given to council by an authorized officer under that Act, of a deficiency that does not pose an immediate serious threat to public health but may do so if no remedial action is taken