Financial Covenant; Leverage Sample Clauses

Financial Covenant; Leverage. The Borrower will not permit the ratio determined as of the last day of each of its fiscal quarters, commencing with the fiscal quarter ended December 31, 2018, of (i) Consolidated Total Debt of the Borrower as of the last day of any fiscal quarter to (ii) Consolidated EBITDA of the Borrower for the last four fiscal quarters ending on the last day of such fiscal quarter (such ratio, the “Leverage Ratio”) to be greater than the applicable level set forth below opposite such fiscal quarter under the heading “Leverage Ratio” Fiscal Quarter Ending on or about Leverage Ratio December 31, 2018 5.50:1.00 March 31, 2019 5.50:1.00 June 30, 2019 5.50:1.00 September 30, 2019 5.00:1.00 December 31, 2019 5.00:1.00 March 31, 2020 5.00:1.00 June 30, 2020 4.50:1.00 September 30, 2020 4.50:1.00 December 31, 2020 4.50:1.00 March 31, 2021 and thereafter 4.00:1.00 Notwithstanding the foregoing, in connection with any proposed acquisition or series of related acquisitions (that shall close within six months of the first such related acquisition to close) by the Borrower and/or any of its Subsidiaries for which the payment of consideration or assumption or incurrence of Indebtedness by the Borrower and its Subsidiaries in connection therewith is at least $750,000,000 as certified by the Borrower to the Administrative Agent, which certificate shall contain a request to increase the Leverage Ratio pursuant to the terms hereof and shall be delivered on or prior to the date that is 30 days (or such later date as may be agreed by the Administrative Agent) after the date of the applicable acquisition, or the last of a series of acquisitions constituting the applicable series of related acquisitions, is consummated (a “Material Acquisition”), for the period commencing on the date of consummation of a Material Acquisition, through the first full twelve calendar month period ending immediately following the consummation of the Material Acquisition, the maximum Leverage Ratio shall instead be 0.50:1.00 higher than the otherwise applicable level set forth above; provided, further, that in the event any such Indebtedness is incurred prior to the consummation of such Material Acquisition and the Borrower provides a certification to the Administrative Agent that the proceeds of such Indebtedness are to be used in connection with the consummation of such Material Acquisition (including Indebtedness incurred to pay related Transaction Costs), such Indebtedness shall not be included in the calc...
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Financial Covenant; Leverage. The Borrower will not permit the ratio of (i) Consolidated Total Debt of the Borrower as of the last day of any fiscal quarter to (ii) Consolidated EBITDA of the Borrower for the last four fiscal quarters ending on the last day of such fiscal quarter to be greater than 3.00 to 1:00.
Sample 1
Financial Covenant; Leverage. The Borrower will not permit the ratio determined as of the last day of each of its fiscal quarters, commencing with the fiscal quarter ended March 31, 2021, of (i) Consolidated Total Debt of the Borrower as of the last day of such fiscal quarter to (ii) Consolidated EBITDA of the Borrower for the last four fiscal quarters ending on the last day of such fiscal quarter (such ratio, the “Leverage Ratio”) to be greater than 4.00:1.00. Notwithstanding the foregoing, in connection with any proposed acquisition or series of related acquisitions (that shall close within six months of the first such related acquisition to close) by the Borrower and/or any of its Subsidiaries for which the payment of consideration or assumption or incurrence of Indebtedness by the Borrower and its Subsidiaries in connection therewith is at least $750,000,000 as certified by the Borrower to the Administrative Agent, which certificate shall contain a request to increase the Leverage Ratio pursuant to the terms hereof and shall be delivered on or prior to the date that is 30 days (or such later date as may be agreed by the Administrative Agent) after the date of the applicable acquisition, or the last of a series of acquisitions constituting the applicable series of related acquisitions, is consummated (a “Material Acquisition”), for the period commencing on the date of consummation of a Material Acquisition, through the first full twelve calendar month period ending immediately following the consummation of the Material Acquisition, the maximum Leverage Ratio shall instead be 4.50:1.00; provided, further, that in the event any such Indebtedness is incurred prior to the consummation of such Material Acquisition and the Borrower provides a certification to the Administrative Agent that the proceeds of such Indebtedness are to be used in connection with the consummation of such Material Acquisition (including Indebtedness incurred to pay related Transaction Costs), such Indebtedness shall not be included in the calculation of the Borrower’s Leverage Ratio until the consummation of the Material Acquisition.
Sample 1
Financial Covenant; Leverage. The Borrower will not permit the ratio determined as of the last day of each of its fiscal quarters, of (i) Consolidated Total Debt of the Borrower as of the last day of any fiscal quarter to (ii) Consolidated EBITDA of the Borrower for the last four fiscal quarters ending on the last day of such fiscal quarter (such ratio, the “Leverage Ratio”) to be greater than 3.50 to 1:00; provided that, in connection with any proposed acquisition or series of related acquisitions (that shall close within six months of the first such related acquisition to close) by the Borrower and/or any of its Subsidiaries for which the aggregate amount of Indebtedness incurred and assumed in connection therewith is at least $500,000,000 (as certified by the Borrower to the Administrative Agent, which certificate shall contain a request to increase the Leverage Ratio pursuant to the terms hereof and shall be delivered on or prior to the date that is 30 days after the date the applicable Material Acquisition, or the last of a series of acquisitions constituting the applicable Material Acquisition, is consummated (it being agreed that notwithstanding the foregoing the Borrower hereby certifies the foregoing with respect to the BAI Acquisition and the following step-up shall apply to the BAI Acquisition) (a “Material Acquisition”), for the period commencing on the date of consummation of a Material Acquisition, through the first full twelve calendar month period ending immediately following the consummation of the Material Acquisition, the maximum Leverage Ratio shall instead be 4.00 to 1:00 (after which it shall automatically revert back to 3.50 to 1.00); provided, further, that in the event any such Indebtedness is incurred prior to the consummation of such Material Acquisition and the Borrower provides a certification to the Administrative Agent that the proceeds of such Indebtedness are to be used in connection with the consummation of such Material Acquisition (including Indebtedness incurred to pay related Transaction Costs), such Indebtedness shall not be included in the calculation of the Borrower’s Leverage Ratio until the consummation of the Material Acquisition. In addition, for the avoidance of doubt, the BAI Acquisition shall be deemed a Material Acquisition.
Sample 1

Related to Financial Covenant; Leverage

  • Financial Covenant So long as any Loan shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment hereunder, the Borrower will maintain a ratio of Consolidated Debt to Consolidated Capital of not greater than 0.65 to 1.00 as of the last day of each fiscal quarter.

  • Financial Covenant Calculations The parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the financial covenants set forth in Section 6.7 and for purposes of determining the Applicable Margin, (i) after consummation of any Permitted Acquisition, (A) income statement items and other balance sheet items (whether positive or negative) attributable to the target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period (including by adding any cost saving synergies associated with such Permitted Acquisition in a manner reasonably satisfactory to the Agent), subject to adjustments mutually acceptable to Borrowers and the Agent and (B) Indebtedness of a target which is retired in connection with a Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of the first day of such applicable period and (ii) after any Disposition permitted by Section 6.8), (A) income statement items, cash flow statement items and balance sheet items (whether positive or negative) attributable to the property or assets disposed of shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to Borrowers and the Agent and (B) Indebtedness that is repaid with the proceeds of such Disposition shall be excluded from such calculations and deemed to have been repaid as of the first day of such applicable period.

  • Financial Covenants So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have any Commitment hereunder, the Borrower will:

  • Specific Financial Covenants During the term of this Agreement, and thereafter for so long as there are any Obligations to Lender, Borrower covenants that, unless otherwise consented to by Lender in writing, it shall:

  • Certain Financial Covenants The Borrower will not:

  • FINANCIAL COVENANTS OF THE BORROWER The Borrower covenants and agrees that, so long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note is outstanding or any Bank has any obligation to make any Loans or the Agent has any obligation to issue, extend or renew any Letters of Credit:

  • Financial Covenants and Ratios Seller shall at all times comply with any financial covenants and/or financial ratios set forth in the Transactions Terms Letter.

  • Additional Financial Covenants If the Company shall at any time enter into one or more agreements (including any amendment of an existing agreement) pursuant to which Senior Funded Debt in an aggregate principal amount greater than $30,000,000 shall be outstanding and such agreement contains one or more financial covenants which are more restrictive on the Company and its Subsidiaries than the financial covenants contained in this Agreement, then such more restrictive financial covenants and any related definitions (the “Additional Financial Covenants”) shall automatically be deemed to be incorporated into § 5 of this Agreement (including § 5.15(f) and (g)) by reference and § 6.1(e) shall be deemed to be amended to include such Additional Financial Covenants from the time such other agreement becomes binding upon the Company until such time as such other Senior Funded Debt is repaid in full and all commitments related thereto are terminated; provided, that if at the time of any such repayment or the termination of any such commitment a Default or Event of Default shall exist under this Agreement, then such covenants shall continue in full force and effect so long as such Default or Event of Default continues to exist. So long as such Additional Financial Covenants shall be in effect, no modification or waiver of such Additional Financial Covenants shall be effective unless the Holders of at least 51% in aggregate principal amount of the Notes shall have consented thereto pursuant to § 7.1 hereof. Promptly but in no event more than 10 Business Days following the execution of any agreement providing for Additional Financial Covenants, the Company shall furnish each holder of the Notes with a copy of such agreement. Upon written request of the Holders of at least 51% in aggregate principal amount of the Notes, the Company will enter into an amendment to this Agreement pursuant to which this Agreement will be formally amended to incorporate the Additional Financial Covenants on the terms set forth herein.

  • Special Covenants If any Company shall fail or omit to perform and observe Section 5.7, 5.8, 5.9, 5.11, 5.12, 5.13 or 5.15 hereof.

  • Financial Covenants of Borrower In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. Dated: ____________________

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