Covenants means the covenants set forth in Section 4 of this Agreement. To acknowledge your agreement to and acceptance of the terms and conditions of this Agreement, please sign below in the space provided within five (5) days of the date of this Agreement and return a signed copy to my attention. If the Agreement is not signed and returned within (5) days, the terms and conditions of this Agreement will be deemed withdrawn. Sincerely, MEDQUIST INC. By: Xxxxx X. Xxxxxxx President Accepted and Agreed:
Guarantors means each of:
Foreign Guarantors means and includes each Foreign Borrower and each Foreign Subsidiary Guarantor.
Additional Documents has the meaning specified therefor in Section 5.12 of the Agreement.
Non-Guarantor Subsidiaries means, as of any date of determination, a collective reference to:
Non-Guarantor means any Restricted Subsidiary that is not a Guarantor.
Security Parties means each Borrower, each Guarantor, each Chargor, and any other person (other than a Manager or Charterer) who may at any time during the Facility Period be liable for, or provide security for, all or any part of the Indebtedness, and "Security Party" means any one of them.
Initial Guarantors shall have the meaning set forth in the preamble.
Parent Guarantors means the Company, Holdings I, Holdings II, Holdings III, Holdings IV and Holdings V.
Guarantor Subsidiaries has the meaning set forth in the Recitals to this Agreement.
Affirmative Covenants The following affirmative covenants, among others, if any, to be negotiated in the Senior Facilities Documentation, will apply (to be applicable to the Borrower and its restricted subsidiaries), subject to customary (consistent with the Documentation Precedent) and other baskets, exceptions and qualifications to be agreed upon: maintenance of corporate existence and rights; performance and payment of obligations; delivery of annual and quarterly consolidated financial statements (accompanied by customary management discussion and analysis and (annually) by an audit opinion from nationally recognized auditors that is not subject to any qualification as to scope of such audit or going concern) (other than solely with respect to, or resulting solely from an upcoming maturity date under any series of indebtedness occurring within one year from the time such opinion is delivered) (with extended time periods to be agreed for delivery of the first annual and certain quarterly financial statements to be delivered after the Closing Date) and an annual budget (it being understood that the public REIT reporting that includes the Borrower shall satisfy the Borrower’s reporting obligations so long as it includes a consolidating income statement and balance sheet for the Borrower); delivery of notices of default and material adverse litigation, ERISA events and material adverse change; maintenance of properties in good working order; maintenance of books and records; maintenance of customary insurance; commercially reasonable efforts to maintain ratings (but not a specific rating); compliance with laws; inspection of books and properties; environmental; additional guarantors and additional collateral (subject to limitations set forth under the captions “Guarantees” and “Security”); further assurances in respect of collateral matters; use of proceeds; and payment of taxes.
Non-Guarantor Restricted Subsidiary means any Restricted Subsidiary that is not a Subsidiary Guarantor.
Non-Guarantor Subsidiary means any Restricted Subsidiary that is not a Guarantor.
Guarantor Payment as defined in Section 5.11.3.
Guarantor Payment Date means (a) prior to the delivery of a Guarantor Default Notice, the date falling on the 18th day of each month or, if such day is not a Business Day, the immediately following Business Day; and (b) following the delivery of a Guarantor Default Notice, any day on which any payment is required to be made by the Representative of the Covered Bondholders in accordance with the Post-Enforcement Priority of Payments, the relevant Final Terms and the Intercreditor Agreement;
Negative Covenants The Postpetition Financing Documents shall contain negative covenants of the Borrower acceptable to the Lender.
Pledged Partnership Agreements means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.
Post-Enforcement Priority of Payments means the order of priority pursuant to which the Guarantor Available Funds shall be applied on each Guarantor Payment Date, following the delivery of a Guarantor Default Notice, in accordance with the Intercreditor Agreement.
Guarantor Security Agreement means any security agreement executed by any Guarantor in favor of Agent securing the Obligations or the Guaranty of such Guarantor, in form and substance satisfactory to Agent.
Canadian Guarantors means (i) each Canadian Borrower in its capacity as a guarantor under the Canadian Borrowers/Subsidiaries Guarantee and (ii) each other Canadian Subsidiary of Silgan.
Restricted Parties has the meaning set forth in Section 6.15(a).
U.S. Guarantors means and include each U.S. Borrower (in its capacity as a guarantor under the U.S. Guaranty) and each U.S. Subsidiary Guarantor.
Original Guarantors shall have the meaning assigned to such term in the Preamble hereof.
Guarantor Event of Default means the occurrence of any “Event of Default” under and as defined in the Performance Guaranty.
Unreasonable adverse effects on the environment means any unreasonable risk to humans or the environment, taking into account the economic, social, and environmental costs and benefits of the use of any pesticide.
do means, for the relevant Applicable Period, the number of Business Days in such Applicable Period;