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.
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 Performance Covenants means the covenants of the Borrower set forth in Sections 6.10 and 6.11.
Financial Default means the total cessation or partial suspension of operations due to insolvency, with or without the filing of a bankruptcy petition by a tour operator, Cruise line, or airline.
Closing Financial Statements has the meaning set forth in Section 6.22.
Covenant Compliance Certificate means a properly completed and executed Covenant Compliance Certificate substantially in the form of Exhibit X hereto.
Financial Performance Covenant means the covenant set forth in Section 6.10.
Objections Statement has the meaning set forth in Section 1.02(d).
Pro Forma Compliance Certificate means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis.
Financial Statement Date has the meaning set forth in Section 4.05 hereof.
Financial Monitoring Report or “FMR” means each report prepared in accordance with Section 4.02 of this Agreement;
Earn-Out Statement has the meaning set forth in Section 2.5(c).
Financial Covenant Default has the meaning assigned to such term in Section 8.01(6).
Initial Financial Statements means, collectively, (a) the audited annual consolidated financial statements of the Borrower dated as of December 31, 2014 and (b) the unaudited quarterly consolidated financial statements of the Borrower dated as of September 30, 2015.
Original Financial Statements means the audited consolidated financial statements of the Company for the year ended 31 December 2012.
Monthly Financial Statements is defined in Section 6.2(c).
Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Pro Forma Financial Statements shall have the meaning set forth in Section 5.5(b) hereof.
Quarterly Financial Statements is defined in Section 6.2(a).
Financial Officer Certification means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of the Borrower that such financial statements fairly present, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.
Financial Covenant has the meaning specified in Section 7.08.
Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).
Financial Covenants means the covenants set forth in Section 6.2.
Officer’s Compliance Certificate means a certificate of the chief financial officer or the treasurer of the Borrower substantially in the form attached as Exhibit F.
Compliance Certificate means a certificate substantially in the form of Exhibit D.