Interim Covenants definition

Interim Covenants. Until the Closing Date or the sooner termination of this Agreement: (a) Buyer and Seller acknowledge that the Property is currently unoccupied and that Seller is doing the minimum maintenance required pending the Closing. Notwithstanding the foregoing, Seller shall maintain the Property in the same manner as Seller maintained the Property prior to Seller's execution of this Agreement, pursuant to Seller's normal course of business, (such maintenance obligations not including extraordinary capital expenditures or expenditures not incurred in such normal course of business) subject to reasonable wear and tear and further subject to destruction by casualty or other events beyond the control of Seller. (b) Seller shall not enter into any additional service contracts, leases or other similar agreements without the prior consent of Buyer, except those deemed reasonably necessary by Seller which are cancelable on 30 days' notice. (c) Seller has not actively offered the Property for lease prior to Seller's execution of this Agreement, and pursuant to Seller's normal course of business, will not actively offer the Property for lease, but shall keep Buyer informed as to the status of leasing prior to the Closing Date. From and after the date hereof, Seller shall not enter into any new leases or material modifications of existing leases without the consent of Buyer in Buyer's sole discretion. Buyer shall also be permitted to market the Property for lease during the Escrow period. (d) Seller shall keep the Current Insurance (or insurance containing substantial similar coverage) in full force and effect. (e) Seller shall not remove any fixtures, equipment or personal property to be transferred to Buyer. (f) If prior to Closing, Seller discovers any information or facts which would materially change the representations and warranties of Seller contained in this Agreement, Seller shall reasonably promptly thereafter give notice to Buyer of such information or facts.
Sample 1
Interim Covenants has the meaning given in Section 16.1(b), hereto.
Sample 1

Examples of Interim Covenants in a sentence

  • Except for Losses arising from breach of Sections 4.1, 4.2 and 4.4, Buyer shall not have liability for Buyer’s breach of representations and warranties under Section 7.2(b)(i) and for breach of any of the Interim Covenants until the aggregate amount of Seller’s Losses attributable to indemnification claims under such section exceeds the Basket Amount; provided, however, that the Buyer shall be liable only for the amount by which all Losses exceed the Basket Amount.

  • Each member of the Group has good and valid title to all of the material tangible assets owned by it and reflected on the FRAHCL Balance Sheet, free and clear of all Liens (other than Permitted Liens), subject to any dispositions of assets since the date of the FRAHCL Balance Sheet in the ordinary course of business consistent with past practice and, during the Pre-Closing Period, in accordance with Section 6.1 (Group Interim Covenants).

  • Atara shall not be liable for a breach of its representations and warranties at the Effective Date if such facts occurred between the Execution Date and the HSR Clearance Date and are not attributable to a breach by Xxxxx of the Interim Covenants.

  • Interim Covenants 7.2(a) Special Indemnities 8.2(g) Closing Conditions - Consents Exhibit Description A Employment Agreements B Net Working Capital C Performance Fee Sharing Agreement D Escrow Agreement E Seed Agreement Amendments F Amended and Restated Limited Liability Agreement of the Company PURCHASE AGREEMENT This PURCHASE AGREEMENT, dated as of September 16, 2015, is made by and among NEWSTAR FINANCIAL, INC., a Delaware Corporation (the “Buyer”), XXXXXX X.

  • Since the signing of the NEA, the Group Companies have been in compliance with the Interim Covenants as listed in Section 3.1 and Section 3.2 of the NEA.

  • Interim Covenants 7.2(a) Special Indemnities 8.2(g) Closing Conditions - Consents A Employment Agreements B Net Working Capital C Performance Fee Sharing Agreement D Escrow Agreement E Seed Agreement Amendments F Amended and Restated Limited Liability Agreement of the Company This PURCHASE AGREEMENT, dated as of September 16, 2015, is made by and among NEWSTAR FINANCIAL, INC., a Delaware Corporation (the “Buyer”), AXXXXX X.

  • The maximum amount of all indemnifiable Losses in the aggregate for which the Seller may be liable pursuant to Section 9.2 in respect of the Specified Interim Covenants (excluding, for the avoidance of doubt, any recovery against the R&W Insurance Policy) shall be Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000).

  • If any agreement that qualifies as an Assumed Agreement was entered into in breach of the Interim Covenants (as defined in Section 20.1.2) such breach shall not affect such qualification and any rights of the Purchaser resulting from the breach of the Interim Covenants shall not be affected by the assumption of such agreement.

  • No member of the Group has taken any action during the period from March 29, 2014 through the date of this Agreement that would have been prohibited by Section 6.1 (Group Interim Covenants) or Section 10.3 (Interim Tax Covenants) if such action had been taken during the period from the date hereof through the Closing Date.

Related to Interim Covenants

  • Covenants means the covenants set forth in Section 4 of this Agreement.

  • Negative Covenants The Postpetition Financing Documents shall contain negative covenants of the Borrower acceptable to the Lender.

  • Affirmative Covenants The following affirmative covenants, among others, if any, to be negotiated in the Senior Facilities Documentation, will apply (to be applicable to the Borrower and its restricted subsidiaries), subject to customary (consistent with the Documentation Precedent) and other baskets, exceptions and qualifications to be agreed upon: maintenance of corporate existence and rights; performance and payment of obligations; delivery of annual and quarterly consolidated financial statements (accompanied by customary management discussion and analysis and (annually) by an audit opinion from nationally recognized auditors that is not subject to any qualification as to scope of such audit or going concern) (other than solely with respect to, or resulting solely from an upcoming maturity date under any series of indebtedness occurring within one year from the time such opinion is delivered) (with extended time periods to be agreed for delivery of the first annual and certain quarterly financial statements to be delivered after the Closing Date) and an annual budget (it being understood that the public REIT reporting that includes the Borrower shall satisfy the Borrower’s reporting obligations so long as it includes a consolidating income statement and balance sheet for the Borrower); delivery of notices of default and material adverse litigation, ERISA events and material adverse change; maintenance of properties in good working order; maintenance of books and records; maintenance of customary insurance; commercially reasonable efforts to maintain ratings (but not a specific rating); compliance with laws; inspection of books and properties; environmental; additional guarantors and additional collateral (subject to limitations set forth under the captions “Guarantees” and “Security”); further assurances in respect of collateral matters; use of proceeds; and payment of taxes.

  • 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.

  • 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.

  • Tax Covenant means the covenant relating to Tax set out in Schedule 9;

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

  • Covenant Relief Period means the period commencing on the Amendment No. 1 Effective Date and ending on and including December 31, 2022.

  • Restrictive Covenant Agreements has the meaning set forth in the Recitals.

  • Financial Covenant Default has the meaning assigned to such term in Section 8.01(6).

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

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

  • Waiver Period means, for each applicable fee, the period of time from the initial effective date of the MIAX PEARL Fee Schedule until such time that the Exchange has an effective fee filing establishing the applicable fee. The Exchange will issue a Regulatory Circular announcing the establishment of an applicable fee that was subject to a Waiver Period at least fifteen (15) days prior to the termination of the Waiver Period and effective date of any such applicable fee.

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

  • Financial Covenant has the meaning specified in Section 7.08.

  • Restrictive Covenant has the meaning set forth in Section 6(c).

  • Restrictive Covenant Agreement means any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Partnership or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition (if applicable), non-solicitation and/or confidentiality, in order to protect the business of the Partnership and its Affiliates.

  • Covenant Suspension Event has the meaning assigned to it in Section 3.22(b).

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

  • 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.

  • Covenant Testing Period means a period (a) commencing on the last day of the fiscal month of Parent most recently ended prior to a Covenant Trigger Event for which Borrowers are required to deliver to Agent monthly financial statements pursuant to Schedule 5.1 to this Agreement, and (b) continuing through and including the first day after such Covenant Trigger Event that Availability has equaled or exceeded the greater of (a) 15% of the Maximum Revolver Amount, and (b) $4,500,000 for 60 consecutive days.

  • Covenant means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

  • Restriction Termination Date means the first day on which the Board of Directors of the Corporation determines that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT.

  • 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.

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

  • Extended Reporting Period means a designated period of time after a claims-made policy has expired during which a claim may be made and coverage triggered as if the claim has been made during the policy period.