Financial Covenant Compliance definition

Financial Covenant Compliance means, as of any date (including any Date of Determination), that the Administrative Borrower is in compliance with the covenant levels set forth in the Financial Covenants as of the last day of the most recently ended fiscal quarter for which financial statements have been (or are required to have been) delivered pursuant to Section 4.02(i), Section 5.04(a)(i) or 5.04(a)(ii), in each case recalculated to give effect to (i) Total Debt as of such date and any concurrent incurrence and/or repayment of any Indebtedness (including any commitments that are being incurred or terminated on such date, assuming, in the case of incurrence, the borrowing of the entire amount thereof on such date net of the amount of any commitments being terminated on such date), (ii) Unrestricted Cash as of such date after giving effect to any event for which Financial Covenant Compliance is being determined (but not any increase in Unrestricted Cash attributable to any Indebtedness being so incurred), (iii) in the case of any calculation under Section 6.04(h), any such Permitted Acquisition permitted thereunder occurring after the end of the Applicable Period in respect of such date, in each case, as if such events had occurred on the first day of the Applicable Period in respect of such calculations and remained in effect on the last day of the Applicable Period, (iv) any other Permitted Acquisition permitted hereunder occurring after the end of the Applicable Period in respect of such date, in each case, as if such events had occurred on the first day of the Applicable Period in respect of such calculations and remained in effect on the last day of the Applicable Period and (v) subject to clause (x)(d) of the definition of Consolidated EBITDA, Consolidated EBITDA Adjustments on account of (x) any Material Project for which (A) the Commencement Date occurred after the end of the Applicable Period in respect of such date or (B) the Commencement Date occurred prior to the end of the Applicable Period in respect of such date, but the completion percentage has increased since the end of the Applicable Period in respect of such date and (y) Permitted Drop-Down Acquisitions consummated after the end of the Applicable Period in respect of such date, in each case, only to the extent that the requirements set forth in the second paragraph of the definition of “Consolidated EBITDA Adjustments” have been met in respect thereof.
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Financial Covenant Compliance means, as of any date of determination, that the Borrower is in compliance with the Financial Covenant as of the last day of the most recently ended fiscal quarter for which financial statements are required to be delivered pursuant to Sections 5.04(a)(i) or 5.04(a)(ii), in each case recalculated to give effect to (i) Total Debt as of such date of determination and any concurrent incurrence of any Indebtedness (including any commitments that are being incurred on such date of determination, assuming the borrowing of the entire amount thereof on such date), (ii) Unrestricted Cash as of such date of determination after giving effect to any event for which Financial Covenant Compliance is being determined (but not any increase in Unrestricted Cash attributable to any Indebtedness being so incurred) and (iii) any acquisition of a Person or line of business permitted hereunder occurring after the end of the Applicable Period, in each case, as if such events had occurred on the first day of the Applicable Period in respect of such calculations and remained in effect on the last day of the Applicable Period.
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Financial Covenant Compliance means, as of any date of determination, that the Borrower is in compliance with the covenant levels set forth in the Financial Covenants as of the last day of the most recently ended fiscal quarter for which financial statements are required to be delivered pursuant to Sections 5.04(a)(i) or 5.04(a)(ii), in each case recalculated to give effect to (i) Total Debt as of such date of determination and any concurrent incurrence of any Indebtedness (including any commitments that are being incurred on such date of determination, assuming the borrowing of the entire amount thereof on such date), (ii) Unrestricted Cash as of such date of determination after giving effect to any event for which Financial Covenant Compliance is being determined (but not any increase in Unrestricted Cash attributable to any Indebtedness being so incurred), (iii) in the case of any calculation under Section 6.04(g), any such Permitted Acquisition permitted thereunder occurring after the end of such Applicable Period, in each case, as if such events had occurred on the first day of the Applicable Period in respect of such calculations and remained in effect on the last day of the Applicable Period, and (iv) any other acquisition by Borrower, its Subsidiaries or their respective joint ventures for Acquisition Consideration greater than $10,000,000, in each case, as if such events had occurred on the first day of the Applicable Period in respect of such calculations and remained in effect on the last day of the Applicable Period).
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Examples of Financial Covenant Compliance in a sentence

  • Make any Restricted Payment other than, solely during the Operating Period, Restricted Payments to Guarantor of excess cash after the payment of Debt Service and other amounts paid or payable by Borrower so long as, at the time of such Restricted Payment, Borrower would be (on a pro forma basis) in compliance with the financial covenants set forth in Section 9.14 for the following two Semi-Annual Periods and has delivered a Financial Covenant Compliance Certificate with respect to such time.

  • Notwithstanding anything to the contrary contained herein, the failure to timely deliver a Preliminary Financial Covenant Compliance Report or Final Financial Covenant Compliance Report shall commence a Covenant Failure Period.

  • By way of example, with respect to the Preliminary Financial Covenant Compliance Report and the Final Financial Covenant Compliance Report to be delivered on April 15, 2023 and May 30, 2023, the Test Period shall be April 1, 2022 through March 31, 2023.

  • By way of example, with respect to the Preliminary Financial Covenant Compliance Report and the Final Financial Covenant Compliance Report to be delivered on April 15, 2020 and May 30, 2020, the Test Period shall be April 1, 2019 through March 31, 2020.

  • Unless otherwise defined in the Master Repurchase and Securities Contract Agreement, capitalized terms used in this Financial Covenant Compliance Certificate have the respective meanings ascribed thereto in the Guaranty.

  • Promptly, and in any event within two Business Days after any officer of Parent, the Company or any of its Subsidiaries obtains knowledge thereof, notice of the commencement of a Dominion Period or a Financial Covenant Compliance Period.

  • To Agent and Lenders, within two (2) Business Days of the commencement of any Financial Covenant Compliance Period, to the extent a Compliance Certificate has not already been delivered with respect to such Financial Covenant Compliance Period pursuant to clause (b) above, a Compliance Certificate, certified by a Financial Officer of Borrower Representative, showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis.

  • To the Administrative Agent and Lenders, within two (2) Business Days of the commencement of any Financial Covenant Compliance Period, to the extent a Compliance Certificate has not already been delivered with respect to such Financial Covenant Compliance Period pursuant to clause (b) above, a Compliance Certificate, certified by a Financial Officer of Borrower Representative, showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis.

  • During each Financial Covenant Compliance Period, Parent and its Subsidiaries shall have on a consolidated basis at the end of the most recently ended Fiscal Quarter for which Financial Statements are required to be delivered to the Administrative Agent and Lenders pursuant to Annex E, a Fixed Charge Coverage Ratio for the four Fiscal-Quarter period then ended of not less than 1.15:1.00.

  • Concurrently with the delivery of the financial statements required under sections 5.1(a) and 5.1(b) furnish to the Bank a completed Financial Covenant Compliance Certificate executed by an authorized financial representative of OES.


More Definitions of Financial Covenant Compliance

Financial Covenant Compliance means, as of any date of determination and with respect to any Subject Transaction, that the Loan Parties are in compliance with the Financial Covenants immediately before and after giving effect to such transaction determined on the basis of the financial information most recently delivered pursuant to Section 8.3.1 [Quarterly Financial Statements] or 8.
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Financial Covenant Compliance. Certificates” of Section 3.13 “Financial Information and Reporting” is hereby deleted in its entirety and replaced with “intentionally omitted.”
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Financial Covenant Compliance means compliance with the Financial Covenant levels set forth in Section 6.10 as of the last day of the most recent fiscal quarter for which financial statements have been delivered, whether or not such Financial Covenant is required to be tested on such date, and on the proposed Borrowing date or on a Transaction Date, as applicable, if such compliance were determined on such date; provided that, with respect to a proposed Borrowing or a Restricted Payment, Tangible Net Worth may be calculated as of the last day of the most recent fiscal quarter for which financial statements have been delivered (or as of the last day of the most recent fiscal month for which financial statements are internally available) but adjusted on a pro forma basis to reflect any Restricted Payments made after such quarter end or month end and the Borrower’s good faith estimate of net income after such quarter end or month end.
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Financial Covenant Compliance means, as of any date (including any Date of Determination), that the Borrower is in compliance with the covenant levels set forth in the Financial Covenant as of the last day of the most recently ended fiscal quarter for which financial statements have been (or are required to have been) delivered pursuant to Section 2(i), Section 5.04(a)(i) or 5.04(a)(ii), in each case recalculated to give effect to (i) Total Debt as of such date and any concurrent incurrence and/or repayment of any Indebtedness (including any commitments that are being incurred or terminated on such date, assuming, in the case of incurrence, the borrowing of the entire amount thereof on such date),
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Related to Financial Covenant Compliance

  • Financial Covenant has the meaning specified in Section 7.08.

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

  • Covenant Compliance Event means, at any time, Availability is less than the greater of (i) ten percent (10%) of the Loan Cap and (ii) $15,000,000. 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 Covenant Default has the meaning assigned to such term in Section 8.01(6).

  • Covenant Compliance Certificate means a properly completed and executed Covenant Compliance Certificate substantially in the form of Exhibit X hereto.

  • Covenant Compliance Worksheet means a fully completed worksheet in the form of Attachment A to Exhibit C.

  • 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.

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

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

  • Pro Forma Compliance and “Pro Forma Effect” mean, with respect to compliance with any test, financial ratio or covenant hereunder required by the terms of this Agreement to be made on a Pro Forma Basis or after giving Pro Forma Effect thereto, that (a) to the extent applicable, the Pro Forma Adjustment shall have been made and (b) all Specified Transactions and the following transactions in connection therewith that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made shall be deemed to have occurred as of the first day of the applicable period of measurement in such test, financial ratio or covenant: (i) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (A) in the case of a Disposition of all or substantially all Equity Interests in any subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Subsidiaries, shall be excluded and (B) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (ii) any retirement of Indebtedness, and (iii) any Indebtedness incurred or assumed by the Borrower or any of its Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination and interest on any Indebtedness under a revolving credit facility computed on a Pro Forma Basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period; provided that, without limiting the application of the Pro Forma Adjustment pursuant to clause (a) above, the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of “Consolidated EBITDA” and give effect to operating expense reductions that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower or any of its Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of “Pro Forma Adjustment.”

  • 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 8.11 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 7.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis.

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

  • 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).

  • Repeat compliance period means any subsequent compliance period after the initial compliance period.

  • Quarterly Compliance Certificate has the meaning specified in Section 4.1(d) of the Base Indenture.

  • Reportable Compliance Event means that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual or probable violation of any Anti-Terrorism Law.

  • Compliance Date means, in each case, the date by which compliance is required under the referenced provision of ARRA’s or HIPAA’s implementing regulations, as applicable.

  • Substantial compliance means a level of compliance with these rules where any deficiencies pose no greater risk to resident health or safety than the potential for causing minor harm.

  • Material Compliance Matter has the same meaning as the term defined in Rule 38a-1, and includes any compliance matter that involves: (1) a violation of the federal securities laws by Distributor (or its officers, directors, employees, or agents); (2) a violation of Distributor's Rule 38a-1 policies and procedures; or (3) a weakness in the design or implementation of Distributor's Rule 38a-1 policies and procedures.

  • Annual Statement of Compliance As defined in Section 3.13.

  • Statement of Compliance means the statement forming part of a Tender indicating the Bidders compliance with the Specification.

  • Compliance Audit means the procedure (in a form advised by the GLA from time to time) by which an auditor independent of the Grant Recipient certifies (at the Grant Recipient's cost) whether the Named Projects developed or Rehabilitated pursuant to this Agreement satisfy the GLA's procedural compliance requirements (as described in the Affordable Housing Capital Funding Guide);

  • Initial compliance period means the three-year compliance period that begins January 1, 1993, except for the MCLs for dichloromethane, 1,2,4-trichlorobenzene, 1,1,2-trichloroethane, benzo(a)pyrene, dalapon, di(2-ethylhexyl)adipate, di(2-ethyl- hexyl)phthalate, dinoseb, diquat, endothall, endrin, glyphosate, hexachlorobenzene, hexachlorocyclopentadiene, oxamyl, picloram, simazine, 2,3,7,8-TCDD, antimony, beryllium, cyanide, nickel, and thallium, as they apply to a supplier whose system has fewer than 150 service connections, for which it means the three-year compliance period that began on January 1, 1996.

  • Financial Performance Covenants means the covenants of the Borrower set forth in Section 10.11.

  • Assessment of Compliance As defined in Section 3.21.