Covenant Adjustment Date definition

Covenant Adjustment Date means the earliest of: (i) the date on which (x) a court of competent jurisdiction has issued a final, non-appealable determination with respect to the Specified Disclosed Litigation (including as a result of a decision by the Borrower or any of its Subsidiaries not to pursue an available appeal) and (y) any taxes, interest, penalties and governmental court charges (including any judgment in respect of such amounts) payable by the Borrower or any of its Subsidiaries (the “Specified Disclosed Litigation Payable Amount”) as a result of such determination have been satisfied in full; (ii) the date on which Governmental Authorities in Brazil irrevocably abandon and relinquish, or otherwise irrevocably cease to pursue, the Specified Disclosed Litigation; and (iii) the date on which (x) the Borrower or any of its Subsidiaries has settled the Specified Disclosed Litigation (including by becoming party to an applicable amnesty program) and (y) any amounts payable by the Borrower or any of its Subsidiaries (the “Specified Disclosed Litigation Settlement Amount”) pursuant to the settlement agreement have been satisfied in full; provided that, in the case of clauses (i) and (iii), (A) IP has satisfied in full its obligation to reimburse/indemnify the Borrower in accordance with the provisions of the Tax Matters Agreement and (B) any Liens placed on the assets of the Borrower or any of its Restricted Subsidiaries by the Governmental Authorities in Brazil relating to the Specified Disclosed Litigation have been released.

Covenant Adjustment Date means the last day of the fourth consecutive fiscal quarter of Parent for which Borrowers have delivered to Agent quarterly or annual financial statements pursuant to Section 5.1 of this Agreement, together with a Compliance Certificate with respect thereto, demonstrating that the Fixed Charge Coverage Ratio of Parent as of the last day of such fiscal quarter, for the four fiscal quarter period then ended, was at least 1.10 to 1.00.

Covenant Adjustment Date means the earliest of: (i) the date on which (x) a court of competent jurisdiction has issued a final, non-appealable determination with respect to the Specified Disclosed Litigation (including as a result of a decision by the Borrower or any of its Subsidiaries not to pursue an available appeal) and (y) any taxes, interest, penalties and governmental court charges (including any judgment in respect of such amounts) payable by the Borrower or any of its Subsidiaries (the “Specified Disclosed Litigation Payable Amount”) as a result of such determination have been satisfied in full; (ii) the date on which Governmental Authorities in Brazil irrevocably abandon and relinquish, or otherwise irrevocably cease to pursue, the Specified Disclosed Litigation; and (iii) the date on which (x) the Borrower or any of its Subsidiaries has settled the Specified Disclosed Litigation (including by becoming party to an applicable amnesty program) and (y) any amounts payable by the Borrower or any of its Subsidiaries (the “Specified Disclosed Litigation Settlement Amount”) pursuant to the settlement agreement have been satisfied in full; provided that, in the case of clauses (i) and (iii), (A) IP has satisfied in full its obligation to reimburse/indemnify the Borrower in accordance with the provisions of the Tax Matters Agreement and

Examples of Covenant Adjustment Date in a sentence

• At all times during the period from the Closing Date through the Covenant Adjustment Date, maintain Liquidity of at least $17,500,000.

• Have a Fixed Charge Coverage Ratio, measured on a quarter-end basis, of at least 1.10 to 1.00 for each Reference Period ending from and after the Covenant Adjustment Date.

• At any time prior to the Covenant Adjustment Date, the Pledge Agreement shall fail to be in full force and effect, the Company shall fail to comply with any of its obligations under the Pledge Agreement, or the Company shall contest in any manner the validity or enforceability of the Pledge Agreement.

• So long as the Covenant Adjustment Date has not occurred, take all actions as are necessary or that are reasonably requested by the Administrative Agent to establish and maintain in favor of the Administrative Agent, for the benefit of the Banks, a valid, perfected, first-priority security interest in the stock of each of Xxxxxx Electric Corporation, Hub City, Inc., Marathon Electric Manufacturing Corporation and each other Guarantor (if any).

• Until the Covenant Adjustment Date, the Holding ------------- Company will at all times maintain a ratio of Consolidated Current Assets to Consolidated Current Liabilities (other than Current Liabilities under Permitted Stock Repurchase Notes) of at least 1.00 to 1.00.

• The following definitions are added to Section 1.1 in proper alphabetical sequence: Covenant Adjustment Date means the first date after June 30, 2001 on which (a) the Funded Debt to EBITDA Ratio has been equal to or less than 3.0 to 1.0 as of the last day of the two most recently ended Fiscal Quarters and (b) no Event of Default or Unmatured Event of Default exists.

• Have a Fixed Charge Coverage Ratio, measured on a quarter-end basis,, calculated for each four quarter period ending on the first day of any Covenant Testing Period and the last day of each fiscal quarter occurring until the end of any -202- LEGAL_US_W # 114834644.8114834644.17 Covenant Testing Period (including the last day thereof), in each case of at least 1.10 to 1.00 for each Reference Period ending from and after the Covenant Adjustment Date.

• This Agreement shall terminate on the earlier to occur of (a) the date on which all Liabilities have been paid in full and all commitments of the Banks to create Liabilities under the Credit Agreement have been terminated and (b) the Covenant Adjustment Date.

More Definitions of Covenant Adjustment Date

Covenant Adjustment Date with respect to any Permitted Acquisition or similar purchase or acquisition permitted under Section 6.8, the first date on which the covenant in Section 6.1(b) is tested following the consummation of such Permitted Acquisition or similar purchase or acquisition permitted under Section 6.8.

Covenant Adjustment Date shall have the meaning specified at the -------- ---------- ---- beginning of section 14.

Covenant Adjustment Date has the meaning specified in Section 5.02(e).