Non-Financial Covenants Clause Samples

Non-Financial Covenants. Borrower covenants and agrees that, as long as the Agreement remains in effect, Borrower will, at all times, observe, perform and comply with each of the following covenant(s):

Non-Financial Covenants. (a) Pari Passu ranking (b) Material Adverse Change (“MAC”) means in the reasonable opinion of Roquette a material adverse effect on: (i) the business, operations, property, condition (financial or otherwise) or prospects of the Company; (ii) the ability of the Company to perform and comply with its obligations under financial documents; or (iii) the validity, legality or enforceability of financial documents. Including, subject to additional items as may be reasonably requested: 1. copies of published consolidated annual and half-year audited financial accounts of the Company 2. compliance certificate with each set of accounts

Non-Financial Covenants. 9.1.1 The Buyer shall, subject to clause 10, observe the confirmations and commitments set out in Schedule 8 and clause 9.1.2 (the "Non-Financial Covenants") and that the Non-Financial Covenants will be properly reflected in the Offer Document. 9.1.2 For as long as the Company has Minority Shareholders, the Buyer shall procure that no member of the Group shall take any of the following actions: (i) issue additional shares for cash consideration to any Person (other than members of the Group) which would dilute the interest of any minority shareholder in the Company; (ii) agree to or enter into a related party transaction with any material shareholder which is not at arm's length; or (iii) take any other action which disproportionately prejudices the value of, or the rights relating to, the Company's minority shareholders, in each case other than (A) pursuant to a rights issue or any other share issue where the Company's minority shareholders have been offered a reasonable opportunity to subscribe pro rata to their then existing shareholding, or any shares issued to a third-party not being an Affiliate of a Party, (B) a statutory squeeze-out procedure (uitkoopprocedure) in accordance with Section 2:92a or 2:201a of the DCC or the takeover buy-out procedure in accordance with Section 2:359c of the DCC or (C) the Merger and Liquidation or the Asset Sale and Liquidation (as applicable). 51 / 107

Non-Financial Covenants. Usual, including maintenance of insurance, payment of taxes, disposition of major assets, compliance with statutes and with environmental standards, Reporting Requirements as set out above, notices of default on a timely basis, no material judgments, access to books and records, no assumption of additional debt or guarantee obligations by the Borrower except for leases and/or purchase money security interests entered into with respect to capital expenditures to a maximum of the covenant limits hereunder in any consecutive 12-month period, and no payment of dividends. The Borrower shall comply with all material laws (including environmental) and maintain its assets and property in good working condition and maintain satisfactory insurance. So Long as the Borrower is indebted to the Lender, the Borrower and/or Corporate Guarantors agree that without the prior written consent of the Lender acting reasonably:

Non-Financial Covenants. Company covenants that:

Non-Financial Covenants. Sections 2(f), 2(j) and 2(w) of the Loan Agreement [and related EXHIBIT "2(f)"] are hereby amended to reflect and allow the $1,650,000 remaining as an unpaid ▇▇▇▇▇▇▇ obligation to Vanstar Corporation pursuant to settlement of their outstanding litigation (for a total of $3,300,000 and the related cancellation of $500,000 of accounts receivable owing from Vanstar), as collateralized by the pledge of shares owned by ▇▇▇▇▇ ▇.

Non-Financial Covenants. Non-Financial Covenants in relation to the Target Group Companies

Non-Financial Covenants. 6.2.1 FedEx agrees to comply with the principles and agreements set out in Schedule H on the following subjects in accordance with the terms and subject to the conditions of this Merger Protocol: i. Strategy; ii. Employment and employee representation; iii. Locations of TNT Express and organisation; iv. Airline; v. Brand; and vi. Finance, (together with the provisions set out in Clauses 6.1.1, 6.1.2, and 7 (Corporate Governance), 8.5 (Post-Settlement Restructurings), and 8.6 (Role and veto right of Independent Members in Boards), collectively the Non-Financial Covenants). 6.2.2 The Non-Financial Covenants will be disclosed in adequate summary in the First Announcement, and in full in the Offer Document and the Position Statement.

Non-Financial Covenants. 2.1 Non-Financial Covenants in relation to the Target Group Companies 2.1.1 With effect from Closing, the Purchaser shall, and shall procure that the Purchaser’s Group (including the Target Group Companies) and their respective Representatives shall, comply with each of the Non-Financial Covenants during the Non-Financial Covenants Period. 2.1.2 Any deviation from the Non-Financial Covenants will only be permitted with the prior written approval of the Seller. 2.1.3 In the event that any member of the Purchaser Elephant Group breaches the Non-Financial Covenant pertaining to Leakage in paragraph 3 of this Schedule 17, the Purchaser shall immediately, without any further action or formality being required: (i) repay the amount of Leakage (the “Repaid Leakage Amount”) that has occurred to the relevant Target Group Company; and (ii) pay to the relevant Target Group Company an amount equal to 50 per cent. of the Repaid Leakage Amount, without the relevant Target Group Company having to prove any loss or damage, and without prejudice to the right of the relevant Target Group Company to claim for any loss suffered. 2.2 Non-Financial Covenants relating to the operations of the Target Group Companies’ business 2.2.1 the total or partial permanent closure of the plant(s) operated by the Target Group Companies other than where the cost of such total or partial permanent closure and all liabilities arising therefrom will be met in full by financial resources available to the relevant Target Group Company or made available to the relevant Target Group Company by the Purchaser; or 2.2.2 the transfer or sale of all or a substantial part of any of the assets and/or business of the Target Group Companies other than pursuant to (i) an ordinary course financing transaction (including a sale and lease back arrangement) for the sole benefit of the Target Group Companies, or (ii) a reorganisation of the Purchaser Elephant Group, provided always that such reorganisation is not undertaken to circumvent (or will have the effect of circumventing) any of the restrictions set out in this Schedule 17. 2.3 Non-Financial Covenants relating to ownership of the Shares in any of the Target Group Companies 2.3.1 dispose of any of the shares in the Target Group Companies (or any other securities to be issued by the Target Group Companies), other than: (i) pursuant to any management incentive plans implemented for the benefit of any member of a Target Group Company’s management team for up t...