Permitted Variances Clause Samples

Permitted Variances. Obligors shall not permit or cause, for any Performance Period, (i) the Receipts Variance to exceed twenty-five percent (25%) (as compared to budget) or (ii) the Disbursements Variance to exceed 20% (as compared to budget). The covenants and requirements set forth in this Section 10.3.1 being, the “Budget Covenant”.

Permitted Variances. Permitted Variances under the Budget are exceeded for any period of time (subject to the proviso in Section 6.3(a)); or

Permitted Variances. All Workable Orders will be subject to variance by Supplier from the purchase order quantity per the following schedule: Initial Order • Print requisition is received from the production office indicating finished goods quantity. • Buyer orders print in the quantity of [*****]% of the finished goods quantity; quantity ordered may be rounded up to the next price break point if it makes economic sense. • Buyer sets reorder point at [*****]% of finished goods quantity. Reorders • Reorders that will reduce on hand inventory below our reorder point will create a demand for print. The buyer will do a net asset computation to determine the quantity to be ordered? Reorder quantity = Reorder Point Quantity + FG Reorder Quantity - Printed Material On Hand. • The Reorder Point Quantity is recalculated, and changed if applicable, each time the printed material is reordered. Various factors including sales, finished goods inventory, and market intelligence are considered when assessing Reorder Point Quantities. Initial Order • Print requisition is received from the production office indicating finished goods quantity. • Buyer orders print in the quantity of [*****]% of the finished goods quantity; quantity ordered may be rounded up to the next price break point if it makes economic sense. • Buyer keeps the Reorder Point Quantity at [*****]; printed material is only ordered on demand. Reorders • Printed material is only ordered when finished goods orders are received. • Buyers order print in the quantity of [*****]% of the finished goods quantity. Initial Order • Print requisition is received from the production office indicating finished goods quantity. • Buyer orders print in the quantity of [*****]% of the finished goods quantity; quantity ordered may be rounded up to the next price break point if it makes economic sense. • Buyer sets reorder point at [*****]% of finished goods quantity. • Reorders • Reorder strategy is the same as New Release — Commercial/Deluxe. Initial Order • Print requisition is received from the production office indicating finished goods quantity. • Buyer orders print in the quantity of [*****]% of the finished goods quantity; quantity ordered may be rounded up to the next price break point if it makes economic sense. • Buyer keeps the Reorder Point Quantity at [*****]; printed material is only ordered on demand. Reorders • Printed material is only ordered when finished goods orders are received. • Buyers order print in the quantity of [*****]...

Permitted Variances. The Debtors shall not permit (i) aggregate Actual Net Cash Flows to be less than 85% of the projected cumulative cash flows set forth in the Approved Budget, in each case, for the relevant four-week budgeted period (such deviations from the applicable projected amount set forth in the Approved Budget satisfying the “Permitted Variances”); provided that, for the avoidance of doubt, the cash disbursements considered for determining compliance with this covenant shall exclude the Debtors’ disbursements in respect of restructuring professional fees (including, without limitation, amounts paid to any Committee professionals, payments made to the Prepetition Secured Parties on account of professional fees, and professional fee payments to other creditors or creditor groups (such excluded cash disbursements, the “Restructuring Professional Fees”)), (ii) Liquidity to be less than $40,000,000 as of 11:59 p.m. prevailing Central time on the last business day of the calendar week in which the Initial Draw occurs or any calendar week thereafter; provided that “Liquidity” shall mean, as of any time of determination, (A) the amount of the Debtors’ and their consolidated subsidiaries’ unrestricted cash and cash equivalents plus (B) the amount of any undrawn DIP Commitments and (iii) Cash Liquidity to be less than $30,000,000 as of 11:59 p.m. prevailing Central time on the last business day of the calendar week in which the Initial Draw occurs or any calendar week thereafter; provided that “Cash Liquidity” shall mean, as of any time of determination, the amount of the Debtors’ and their consolidated subsidiaries’ unrestricted cash and cash equivalents.

Permitted Variances. Obligors shall not permit or cause on a cumulative basis, for any four Performance Periods (which, for the avoidance of doubt, will include actual performance from prior periods (on a rolling basis) until the 4th Performance Period or later of any Approved Budget), (i) the difference/variance, expressed as a percentage, of the actual net receipts (with respect to self-mining and hosted miners) and budgeted projected net receipts (with respect to self-mining and hosted miners) for such Performance Periods to be in excess of 25% to the extent such percentage is negative and (ii) the difference/variance, expressed as a percentage, of (a) the sum of the actual (x) net operating disbursements plus (y) net Capital Expenditures and (b) the sum of the budgeted (x) net operating disbursements plus (y) net Capital Expenditures for such Performance Periods to be in excess of 20%. The covenants and requirements set forth in this Section 10.3.1 (the “Budget Covenant”).

Permitted Variances. The Credit Parties shall ensure that at no time shall: (a) actual “Cumulative Receipts” be less than the lesser of (i) $2.0 million less than the “Cumulative Receipts” line item in the Approved Budget and (ii) 15% less than the “Cumulative Receipts” line item in the Approved Budget, in each case, on a cumulative basis for the applicable Testing Period; (b) actual “Cumulative Direct Excl Employee” disbursements be more negative than the lesser of (i) $2.0 million more negative than the “Cumulative Direct Excl Employee” line item in the Approved Budget and (ii) 20% more negative than the “Cumulative Direct Excl Employee” line item in the Approved Budget, in each case, on a cumulative basis for the applicable Testing Period; (c) actual “Cumulative Indirect Excl Employee” disbursements be more negative than the lesser of (i) $2.0 million more negative than the “Cumulative Indirect Excl Employee” line item in the Approved Budget and (ii) 20% more negative than the “Cumulative Indirect Excl Employee” line item in the Approved Budget, in each case, on a cumulative basis for the applicable Testing Period; (d) actual “Cumulative Employee Cost” disbursements be more negative than the lesser of (i) $2.0 million more negative than the “Cumulative Employee Cost” line item in the Approved Budget and (ii) 20% more negative than the “Cumulative Employee Cost” line item in the Approved Budget, in each case, on a cumulative basis for the applicable Testing Period; (e) actual “Total Operating Disbursements” be more negative than the lesser of (i) $2.0 million more negative than the “Total Operating Disbursements” line item in the Approved Budget and (ii) 15% more negative than the “Total Operating Disbursements” line item in the Approved Budget, in each case, on a cumulative basis for the applicable Testing Period; or (f) actual “Net Cash Flow” be more negative than the lesser of (i) $4.0 million more negative than the “Net Cash Flow” line item in the Approved Budget and (ii) 15% more negative than the “Net Cash Flow” line item in the Approved Budget, in each case, on a cumulative basis for the applicable Testing Period. The first sentence of this Section 6.2 shall be referred to herein as the “Permitted Variances.”

Permitted Variances. See Section 2.3.2(c).

Permitted Variances. So long as any principal of or interest on any Term Loan or Revolving Loan (whether or not due) shall remain unpaid or any Lender shall have any Term Commitment or Revolving Commitment hereunder, each Loan Party shall not, unless the Administrative Agent acting at the Direction of the Required Tranche A Lenders shall otherwise consent in writing, permit a Variance during any Variance Testing Period (i) in respect of the total aggregate amount of Company Disbursements to be more than 15% in excess for the of the amount of Company Disbursements forecasted in the Cash Flow Forecast applicable during such Variance Testing Period or (ii) in respect of the aggregate Net Cash Receipts (a) during the two week period after the Second Amendment Effective Date, to be less than 80%, for the trailing two week period, of the aggregate cash receipts forecasted in the Cash Flow Forecast applicable during such Testing Period, (b) during the three week period after the Second Amendment Effective Date, to be less than 82.5%, for the trailing three week period, of the aggregate cash receipts forecasted in the Cash Flow Forecast applicable during such Testing Period and (c) during the four week period after the Second Amendment Effective Date and thereafter, to be less than 85%, for the trailing four week period, of the aggregate cash receipts forecasted in the Cash Flow Forecast applicable during such Testing Period. Any Variance that is permitted pursuant to the foregoing clauses (i) and (ii) shall be referred to herein as a “Permitted Variance”. Notwithstanding anything herein, for purposes of calculating the Variance amount pursuant to this Section 6.15, expenditures and disbursements shall not include any provisional fees incurred in connection with a litigation proceeding. This Section 6.15 may be amended or waived by the Administrative Agent at the Direction of the Required Tranche A Lenders.

Permitted Variances. On the Closing Date, title to the Owned Property shall be subject to no facts, conditions, requirements or exceptions, excepting only (i) Permitted Exceptions, (ii) the Owned Property Leases, and (iii) liens, encumbrances or other matters of title created or suffered to be created by Purchasers or any party whose rights derive by, through or under Purchasers (collectively, the “Permitted Variances”).