Included Covenants definition

Included Covenants as used herein means the covenants of the Guarantor set forth in Sections 4.05 and 5.01 of the Senior Indenture and in Section 5.01 of the Supplemental Indenture. It is the intent of the Guarantor that the Included Covenants and the related provisions and definitions set forth in the Master Securities Indenture are incorporated by reference herein as if expressly set forth herein, with such conforming changes therein as shall be necessary or appropriate to give the Holders of the Bonds the full benefit of such covenants (i.e., references to “Notes” in the Master Securities Indenture shall be deemed to be references to “Bonds” herein, references to “Closing Date” in the Master Securities Indenture shall be deemed to be references to the date of issuance of the Bonds, et cetera).
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Included Covenants as used herein means the covenants of the Company set forth in Section 5.01 of the Senior Indenture and in Sections 5.02 and 5.03 of the Supplemental Indenture. It is the intent of the Company that the Included Covenants and the related provisions and definitions set forth in the Master Securities Indenture are incorporated by reference herein as if expressly set forth herein, with such conforming changes therein as shall be necessary or appropriate to give the Holders of the Bonds the full benefit of such covenants (i.e., references to “Notes” in the Master Securities Indenture shall be deemed to be references to “Bonds” herein, references to “Closing Date” in the Master Securities Indenture shall be deemed to be references to the date of issuance of the Bonds, etc.). The Company further covenants and agrees not to consent or enter into any amendment or supplement to the Included Covenants and/or the related provisions and definitions which would require the consent of the Holders (as defined in the Master Securities Indenture) of a majority in principal amount of the Securities (as defined in the Master Securities Indenture) affected thereby pursuant to Section 11.02 of the Senior Indenture unless the Holders of a majority in principal amount of the Securities affected thereby provide written consent to such amendment or supplement; provided that for purposes of determining whether the required majority has provided written consent, the “principal amount of the Securities affected thereby” shall be deemed to include the principal amount of all Bonds then outstanding, and the “Holders” shall be deemed to include holders of the Bonds then outstanding. The Company agrees to provide, or cause to be provided, notice of any such amendment or supplement to holders of the Bonds in the same manner as notice is provided to Holders of Securities under the Master Securities Indenture.
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Included Covenants means the covenants and agreements of Seller in Sections 6.01, 6.02 (other than Section 6.02(a)(iii)), 6.09, 6.12, 6.15, and 6.20.
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Examples of Included Covenants in a sentence

  • Section 3.1 The Guarantor represents that it is qualified to do business and subject to service of process in the State of Ohio and covenants that it will remain so qualified so long as any of the Bonds are outstanding, subject to the Included Covenants.

Related to Included Covenants

  • Suspended Covenants has the meaning assigned to such term in Section 4.19.

  • Excluded Costs means the following expenses, as they relate to the Building Operating Costs and the Project Operating Costs (as defined below): (i) depreciation, interest, and amortization on mortgages or ground lease payments, (ii) legal fees incurred in negotiating and enforcing tenant leases, (iii) real estate brokers’ leasing commissions, (iv) initial improvements or alterations to tenant spaces, (v) the cost of providing any service directly to and paid directly by any individual tenant, if the cost of providing such service would have otherwise been included in Building’s Operating Costs, (vi) any costs expressly excluded from Operating Expenses elsewhere in this Lease, (vii) costs of any items for which Landlord receives reimbursement from insurance proceeds or a third party (such costs shall be excluded from Operating Expenses in the year in which the reimbursement is received), but any deductible amount under any insurance policy shall be included within Operating Expenses, (viii) costs of capital improvements, except as specifically provided herein, (ix) costs incurred for the benefit of a single tenant (for example, tenant improvement costs to build-out a particular suite), (x) costs incurred due to Landlord’s breach of a lease, law, or ordinance, (xi) repairs necessitated by the gross negligence or willful misconduct of Landlord, (xii) the cost of earthquake or flood insurance, unless required by Landlord’s Lender and in such event an amount reasonably estimated by Landlord to approximate the cost of such coverage as if such coverage been carried during the Base Year shall be added to Direct Expenses for the Base Year, (xiii) overhead profit increments paid to Landlord’s subsidiaries or affiliates for management or other services on or to the building or for supplies or other materials to the extent that the cost of the services, supplies, or materials exceeds the cost that would have been paid had the services, supplies, or materials been provided by unaffiliated parties on a competitive basis, (xiv) any compensation paid to clerks, attendants, or other persons in commercial concessions operated by Landlord, (xv) advertising and promotional expenditures, (xvi) costs of repairs and other work occasioned by fire, windstorm, or other casualty covered by insurance, (xvii) management costs to the extent they exceed 5% of all gross rent collected, (xviii) costs for sculpture, paintings, or other objects of art (nor insurance thereon or extraordinary security in connection therewith), (xix) wages, salaries, or other compensation paid to any executive employees above the grade of building manager, (xx) the cost of correcting any building code or other violations which were violations prior to the Lease Commencement Date, and (xxi) the cost of containing, removing, or otherwise remediating any contamination of the Property (including the underlying land and ground water) by any toxic or hazardous materials (including, without limitation, asbestos and “PCB’s”) where such contamination was not caused by Tenant.

  • Covenant Suspension Event has the meaning assigned to such term in Section 4.19.

  • Excluded Contribution means net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer from

  • Excluded Country means one of the following countries from which Non-Medical Emergency Evacuations are not available such as Afghanistan Chechnya Democratic Republic of the Congo Iran Iraq Israel West Bank Israel Gaza Strip Ivory Coast Lebanon Libya North Korea Somalia Sudan Syria or any country subject to the administration and enforcement of U.S. economic embargoes and trade sanctions by the OFFICE OF FOREIGN ASSET CONTROLS (OFAC);

  • Excluded Contract means, at any date, any rights or interest of the Borrower or any Guarantor under any agreement, contract, license, instrument, document or other general intangible (referred to solely for purposes of this definition as a “Contract”) to the extent that such Contract by the terms of a restriction in favor of a Person who is not the Borrower or any Guarantor, or any requirement of law, prohibits, or requires any consent or establishes any other condition for or would terminate because of an assignment thereof or a grant of a security interest therein by the Borrower or a Guarantor; provided that (i) rights under any such Contract otherwise constituting an Excluded Contract by virtue of this definition shall be included in the Collateral to the extent permitted thereby or by Section 9-406 or Section 9-408 of the Uniform Commercial Code and (ii) all proceeds paid or payable to any of the Borrower or any Guarantor from any sale, transfer or assignment of such Contract and all rights to receive such proceeds shall be included in the Collateral.

  • Excluded Contributions means the Cash Equivalents or other assets (valued at their Fair Market Value as determined in good faith by senior management or the Board of Directors of the Issuer) received by the Issuer after the Issue Date from:

  • Significant Restricted Subsidiary means a Restricted Subsidiary that would be a “significant subsidiary” within the meaning of the definition of “significant subsidiary” in Article 1, Rule 1-02(w) of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Original Issue Date; provided that in each instance in such definition in which the term “10 percent” is used, the term “5 percent” shall be substituted therefor.

  • Excluded Contracts has the meaning set forth in Section 2.02(a).

  • Excluded Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

  • Suspension Event As defined in Section 5(b) hereof.

  • Excluded Collateral shall have the meaning assigned to such term in the Security Agreement.

  • Excluded Cash means (a) any cash of the Loan Parties allocated for, reserved or otherwise set aside to pay (i) amounts then due and owing to unaffiliated third parties for which any of the Loan Parties have issued (or will issue within five (5) Business Days) checks or have initiated (or will initiate within five (5) Business Days) wires or ACH transfers in order to pay such amounts or (ii) the reasonably estimated balance of the purchase price and closing costs anticipated to be paid to unaffiliated third parties in connection with a “sign and close” purchase and sale agreement or other acquisition agreement for which any of the Loan Parties have issued (or will issue within five (5) Business Days) checks or have initiated (or will initiate within five (5) Business Days) wires or ACH transfers in order to pay such amounts, (b) cash allocated for, reserved or otherwise set aside for and solely used for (i) payroll or employee benefit payment obligations, (ii) the payment of severance and ad valorem taxes and other taxes of any Loan Party, and (iii) royalty and working interest payments, vendor payments and suspense payments owing to third parties, (c) cash collateral accounts with respect to letters of credit, (d) any cash or cash equivalents of any Loan Party (1) held in escrow by an unaffiliated third party and constituting purchase price deposits and/or (2) held by any Loan Party constituting the reasonably estimated balance of the purchase price and closing costs, in each case held in connection with a pending acquisition from an unaffiliated third party reasonably projected to close within the next succeeding sixty (60) days pursuant to a binding and enforceable purchase and sale agreement, and (e) any cash or cash equivalents of any Loan Party held by any Loan Party constituting the reasonably estimated amount of any cash distributions with respect to the Borrower’s Equity Interests that the Borrower intends to make to holders of its Equity Interests, in each case which distributions are expressly permitted pursuant to Section 9.04(d) and which distributions shall be made within the next succeeding thirty (30) days.

  • Available Excluded Contribution Amount means the aggregate amount of Cash or Cash Equivalents or the fair market value of other assets (as reasonably determined by the Borrower, but excluding any Cure Amount and any Contribution Indebtedness Amount) received (or deemed to be received) by the Borrower or any of its Restricted Subsidiaries after the Closing Date from:

  • Indenture Event of Default means an "Event of Default" as defined in the Indenture.

  • Immaterial Domestic Subsidiary means any Domestic Subsidiary that is not a Material Domestic Subsidiary.

  • Excluded Properties the collective reference to the fee or leasehold interest in real properties owned by the Parent Borrower or any of its Subsidiaries not described in Schedule 5.8.

  • Suspension Period shall have the meaning assigned thereto in Section 2(b).

  • Excluded Issuances means any issuance or sale (or deemed issuance or sale in accordance with Section 4(c)) by the Company after the Original Issue Date of: (a) shares of Common Stock issued upon the exercise of this Warrant; or (b) shares of Common Stock (as such number of shares is equitably adjusted for subsequent stock splits, stock combinations, stock dividends and recapitalizations) issued directly or upon the exercise of Options to directors, officers, employees, or consultants of the Company in connection with their service as directors of the Company, their employment by the Company or their retention as consultants by the Company, in each case authorized by the Board and issued pursuant to the Company’s Amended and Restated 2018 Stock Incentive Plan (including all such shares of Common Stock and Options outstanding prior to the Original Issue Date), so long as the exercise price in respect of any Options is not less than the Fair Market Value of the Common Stock as of the date such Option is issued.

  • Excluded Domestic Subsidiary means any Domestic Subsidiary that is (a) a direct or indirect Subsidiary of an Excluded Foreign Subsidiary or (b) an Excluded Domestic Holdco.

  • Material Domestic Subsidiary means any Domestic Subsidiary that is a Material Subsidiary.

  • Permitted Non-Recourse Guarantees means customary completion or budget guarantees or indemnities (including by means of separate indemnification agreements and carve-out guarantees) provided under Non-Recourse Debt in the ordinary course of business by the Company or any Subsidiary of the Company in financing transactions that are directly or indirectly secured by real estate assets or other real estate-related assets (including equity interests) of a Subsidiary of the Company (or entity in which the Company is the general partner or managing member), in each case that is the borrower in such financing, but is non-recourse to the Company or any of the Company’s other Subsidiaries, except for customary completion or budget guarantees or indemnities (including by means of separate indemnification agreements or carve-out guarantees) as are consistent with customary industry practice (such as environmental indemnities and recourse triggers based on violation of transfer restrictions and other customary exceptions to nonrecourse liability).

  • Contractual Obligations means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement to which such Person is a party or by which it or any of its Property is bound.

  • Suspension Date has the meaning set forth in Section 4.18(a).

  • Significant Domestic Subsidiary means any Domestic Subsidiary that is a Significant Subsidiary.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).