Management Consultant. The Center is required to engage a Management Consultant if either (i) the Debt Ratio on any Measurement Date is less than 1.0:1.0 or (ii) the Debt Ratio on the Measurement Date that is the last day of the fiscal year of the Center is less than 1.2:1.0 and the Adjusted Operating Loss is greater than $50,000,000. The Adjusted Operating Loss, by which operating losses are adjusted by contributions and an assumed return on investments, is only required to be calculated if the most recently available audited financial statements of the Center and its Affiliates show a decrease in Unrestricted Net Assets of $50,000,000 or more or the Debt Ratio on the Measurement Date that is the last day of the fiscal year of the Center is less than 1.2:1.0. [On a pro forma basis, taking into account the issuance of the Series 2020 DASNY Bonds and the incurrence of other long-term debt, as of December 31, 2019 the Debt Ratio would have exceeded 1.2:1.0.] See “PART 6 – MEMORIAL SLOAN KETTERING CANCER CENTER – Outstanding Indebtedness – Actual Capitalization as of December 31, 2019” and “– MSKCC – Capitalization Ratio Summary” herein, for information regarding outstanding indebtedness and capitalization of MSKCC.
Management Consultant. The Borrower hereby agrees to engage a management consultant recognized as having experience in the healthcare industry on or before November 24, 1999, to evaluate the business and financial condition of the Borrower and its Subsidiaries and their business prospects, such management consultant to be selected by the Borrower and satisfactory to the Agent. The Borrower shall at all times make the management consultant's written evaluations and recommendations available to the Agent and the Banks and shall otherwise make the management consultant available at all reasonable times to discuss with the Agent and the Banks and their duly authorized representatives and agents the affairs, finances, books and records, and business prospects of the Borrower and its Subsidiaries.
Management Consultant. Hire and retain a management consultant (reporting directly to the board of directors of the Borrower) reasonably satisfactory to the Administrative Agent."
Management Consultant. Borrowers are presently engaging Zolfo Xxxxxx, LLC, to determine the cause of the rapid build-up of Borrowers' inventory, to review and report upon the effectiveness of Borrowers' inventory reduction plan, and inventory accounting and production planning systems, and to review and report on such other matters as reasonably determined by the Agent. Unless the Agent informs Borrower that the services of Zolfo Xxxxxx or a replacement management consultant satisfactory to the Majority Lenders are no longer desired by the Agent, at the direction of the Majority Lenders, Borrowers shall continue to engage such management consultant until Borrowers' Leverage Ratio, Tangible Net Worth, Fixed Charge Coverage Ratio and ratio of Funded Debt to Operating Cash Flow each have reached such levels at such times as would be in compliance with Sections 5.19, 5.20, 5.21 and 5.22 as in effect prior to the First Amendment to Loan Agreement. Borrowers shall cooperate fully with such management consultant, shall permit the Agent to contact and discuss with such management consultant its progress and findings from time to time, and cause such management consultant to prepare and deliver to the Banks and Borrowers written reports, in form and detail reasonably satisfactory to the Agent.
Management Consultant. On or before March 31, 2010, Borrower shall employ a management consultant (“Consultant”), which Consultant shall be acceptable to Lender in its reasonable discretion. Borrower shall cooperate with and assist the Consultant and provide the Consultant such information as is required for the Consultant’s evaluation and assessment of the business and business plan of the Borrower. The Consultant shall deliver reports to Lender, in a form, substance and frequency that is acceptable to Lender. Until consented to by Lender in writing, Borrower shall not terminate its employment and use of the Consultant without the Lender’s prior written consent.
Management Consultant. Not later than June 30, 2002, Borrowers shall have retained a management consultant with a term extending at least until the Commitment Termination Date to assist with, among other things, vendor, customer and employee relations, which management consultant, the scope of its duties and terms and conditions of its retention shall be satisfactory to Borrowers, DIP Agent and Requisite Lenders.
Management Consultant. Borrower shall within twenty-one days following the date of this Amendment at Borrower's expense engage the services of a management consultant acceptable to the Required Lenders whose work shall be limited to performance for Borrower of thirteen week cash flow projections and monthly balance sheet and income statements projections for the next twelve months after the date of this Amendment. Borrower shall cooperate with such management consultant and shall permit to the Lenders full access at all times to the consultant and the consultant's work product.
Management Consultant. By the date not later than 90 days after the Restatement Date, the Borrower shall have met with two consultants of national reputation identified by the Agent and Majority Lenders, and shall have discussed with such consultants the operations of the Borrower and its Subsidiaries. In addition, from and after the earlier to occur of (a) any Event of Default which is continuing, and (b) the date which is 120 days after the Restatement Date, upon the request of Majority Lenders the Borrower shall, at its own cost, retain one of the consultants or another consultant reasonably acceptable to the Borrower and the Majority Lenders pursuant to an engagement letter in form, substance and scope acceptable to Majority Lenders in their reasonable discretion. Notwithstanding anything to the contrary contained in this Section 5.01(v), the aggregate fees payable to any consultant shall not exceed $1.75 million without the consent of the Required Lenders.
Management Consultant. At any time prior to the appointment of and commencement of duties by the New CEO, the Borrower shall fail, for a period of more than ten (10) consecutive Business Days, to keep currently retained a management consultant (reporting to the Board of Directors) reasonably satisfactory to the Administrative Agent; or
Management Consultant. Section 7 of the Credit Agreement is hereby amended by adding the following new Section 7.13 at the end thereof:
