Covenant Parties definition

Covenant Parties means (i) each of NHF, VNU International, ACN, TNC, and the Borrowers and (ii) at the Company’s sole discretion, upon written notice to the Administrative Agent, the Company and any Subsidiary of the Company as designated by the Company; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iii) once an entity is designated a Covenant Party it remains a Covenant Party for the term of this Agreement. The designation of any entity as a Covenant Party shall constitute the incurrence at the time of designation of any Investment, Indebtedness or Liens of such entity existing at such time (but, for the avoidance of doubt, without duplication of any Holdings Debt existing at such time to the extent it already constitutes Indebtedness for any given purpose). Consolidated EBITDA applicable to an entity designated a Covenant Party shall only be included within such definition to the extent related to a fiscal quarter beginning after such designation.

Covenant Parties means each of VNU HF, VNU International, B.V., and the Issuers.

Covenant Parties means each of VNU HF, VNU International, B.V., and the Borrower.

Examples of Covenant Parties in a sentence

• Any financial ratios required to be maintained by the Covenant Parties pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number).

• The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) investment therein.

• The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary.

• The Covenant Parties or any of their respective Subsidiaries may act as Paying Agent or Registrar.

• With respect to Covenant Parties and their Restricted Subsidiaries, engage (directly or indirectly) in any business other than those businesses in which Covenant Parties and their Restricted Subsidiaries are engaged on the Amendment Effective Date (or which are substantially related or ancillary thereto or are reasonable extensions thereof).

More Definitions of Covenant Parties

Covenant Parties means each of Xxxxxxx XX, VNU International B.V., and the Issuers.

Covenant Parties means (i) each of NHF, VNU International, ACN, TNC, and the Borrowers and (ii) at the Company’s sole discretion, upon written notice to the Administrative Agent, the Company and any Subsidiary of the Company as designated by the Company; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenant set forth in Section 7.11 and (iii) once an entity is designated a Covenant Party it remains a Covenant Party for the term of this Agreement. The designation of any entity as a Covenant Party shall constitute the incurrence at the time of designation of any Investment, Indebtedness or Liens of such entity existing at such time (but, for the avoidance of doubt, without duplication of any Holdings Debt existing at such time to the extent it already constitutes Indebtedness for any given purpose). Consolidated EBITDA applicable to an entity designated a Covenant Party shall only be included within such definition to the extent related to a fiscal quarter beginning after such designation.

Covenant Parties means, collectively, Covenant Parent, any of its Subsidiaries that are Parent Guarantors, the Issuers and the Subsidiary Guarantors.

Covenant Parties means the Borrower and its Restricted Subsidiaries.

Covenant Parties means (i) each of NHF, VNU International, ACN, TNC, and the Borrowers and (ii) at the Company’s sole discretion, upon written notice to the Administrative Agent, the Company and any Subsidiary of the Company as designated by the Company; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 of the Credit Agreement (it being understood that if no Test Period cited in Section 7.11 of the Credit Agreement has passed, the covenants in Section 7.11 of the Credit Agreement for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Nielsen shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iii) once an entity is designated a Covenant Party it remains a Covenant Party for the term of this Agreement.

Covenant Parties means each of Nielsen HF, VNU International B.V., and the Issuers.

Covenant Parties means the First Tier Covenant Parties and each of their Subsidiaries.