Holdings Covenant definition

Holdings Covenant. To the extent applicable, substantially similar to the Prepetition Term Loan Credit Agreement, subject to the Documentation Prin- ciples. Financial Covenant: Customary for transactions of this type, including a total leverage ratio and a fixed charge coverage ratio, and otherwise on terms (including holiday into fiscal year 2021) to be mutually agreed. Unrestricted Subsidiar- ies: None. Events of Default: Usual and customary for transactions of this type, subject to the Documentation Principles. Voting: Usual and customary for transactions of this type, subject to the Documentation Principles. Required Lenders Lenders having Term Loans and Commitments outstanding that, taken together, represent more than a percentage to be agreed of the Intercreditor Agree- ment: Cost and Yield Protec- tion: sum of all Term Loans and Commitments outstanding at such time; provided, that Required Lenders must include (i) at all times at least two unaffiliated Lenders and (ii) at any time when the Lenders con- sist of ten or more unaffiliated funds or investment advisors or man- agers of funds or accounts, at least three unaffiliated Lenders. Usual and customary for transactions of this type, subject to Docu- mentation Principles and based on that certain ABL/Term Loan/Notes Intercreditor Agreement, dated as of June 7, 2019, among Holdings, the ABL Agent, Credit Suisse AG, Cayman Is- lands Branch, as term loan agent, and the other parties thereto, ex- cept as otherwise agreed by the Required Consenting Term Loan Lenders. Usual and customary for transactions of this type, subject to the Documentation Principles. Defaulting Lenders: Usual and customary for transactions of this type, subject to the Documentation Principles. Assignments and Partic- ipations: Expenses and Indemni- fication: Usual and customary for transactions of this type, subject to the Documentation Principles. Usual and customary for transactions of this type, subject to the Documentation Principles (including, but limited to, the reasonable fees and expenses of no more than one counsel to the Required Lenders (other than the Administrative Agent), which counsel shall be Xxxxxxxx, Lipton, Xxxxx & Xxxx, and one counsel to the Admin- istrative Agent.
Sample 1

Examples of Holdings Covenant in a sentence

  • Notwithstanding the foregoing, we expect to use proceeds from the dispositions of the Vodafone Disposal Group and UPC DTH, and have used proceeds from the July 31, 2018 sale of UPC Austria, to repay debt of the UPC Holding borrowing group to the extent necessary to maintain a leverage ratio that is approximately four to five times UPC Holding's Covenant EBITDA.

  • Notwithstanding the foregoing, we expect to use proceeds from the disposition of the Vodafone Disposal Group and have used proceeds from the July 31, 2018 sale of UPC Austria to repay debt of the UPC Holding borrowing group to the extent necessary to maintain a leverage ratio that is approximately four to five times UPC Holding's Covenant EBITDA.

  • New International Holdings Covenant 75 ARTICLE 5 Lists of Holders and Reports by the Company and the Trustee 76 Section 5.01.

  • F-1 — Revolving Credit Note F-2 — Term Note G — Security Agreement H — Discounted Prepayment Option Notice I — Lender Participation Notice J — Discounted Voluntary Prepayment Notice K — United States Tax Compliance Certificates L — Officer’s Certificate M — Holdings Covenant CREDIT AGREEMENT This CREDIT AGREEMENT is entered into as of May 31, 2018, among Wyndham Destinations, Inc.

  • PRIMARY SOURCES The primary sources I have drawn on as evidence for my thesis fall into a number of categories, each of which has its own strengths and limitations.AUTOBIOGRAPHICAL MEMOIRS AND JOURNALS Only two of the biographical subjects on whom I focused left behind journals or autobiographical memoirs of any substance.

  • From and after the Holdings Covenant and Collateral Release Date, (i) Holdings shall not be bound by any of the covenants in Article V or Article VI (other than Sections 5.10, 6.03(a), 6.11(a), 6.12 and 6.13, to which it shall continue to be bound as if named therein as the Borrower) of this Agreement and (ii) the representations and warranties in Sections 3.04(c), 3.05, 3.11, 3.13 and 3.14, as such representations and warranties apply to Holdings, shall be limited as provided Schedule 9.05(b).

  • Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 4(a), each Lender party hereto hereby consents to the automatic release of Holdings from its obligations under the Domestic Guarantee and Collateral Agreement upon the occurrence of the Holdings Covenant Release Date.

  • HOLDINGS COVENANT Section 7.01 Holdings Covenant 177 Article VIII.

  • To the Knowledge of Covenant Holdings, Covenant Holdings is in material compliance with all Applicable Laws (including rules and regulations thereunder) of any Governmental Bodies having jurisdiction over Covenant Holdings , including any requirements relating to antitrust, consumer protection, currency exchange, equal opportunity, health, occupational safety, pension and securities matters.

  • Financial Performance Covenants 116 ARTICLE VII Holdings Covenant 116 ARTICLE VIII Events of Default 116 ARTICLE IX The Administrative Agent 119 SECTION 9.01.

Related to Holdings Covenant

  • Covenant means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

  • 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 singed 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: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx, President Accepted and Agreed: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx

  • Permitted Holdings Debt has the meaning assigned to such term in Section 6.01(a)(xviii).

  • Non-Guarantor Restricted Subsidiary means any Restricted Subsidiary that is not a Subsidiary Guarantor.

  • Tax Covenant means the covenant relating to tax set out in Schedule 6;

  • Restrictive Covenant has the meaning set forth in Section 6(c).

  • Financial Performance Covenant means the covenant set forth in Section 6.10.

  • Financial Performance Covenants means the covenants of the Borrower set forth in Sections 6.10 and 6.11.

  • Parent Guarantors means, (i) Parent, (ii) Holding, (iii) JBS Global Luxembourg S.à x.x., (iv)

  • Qualified Holdings means, as to any Recipient, all Shares owned beneficially or of record by: (i) such Recipient, or (ii) such Recipient's Customers, but in no event shall any such Shares be deemed owned by more than one Recipient for purposes of this Plan. In the event that more than one person or entity would otherwise qualify as Recipients as to the same Shares, the Recipient which is the dealer of record on the Fund's books as determined by the Distributor shall be deemed the Recipient as to such Shares for purposes of this Plan.

  • Intermediate Holdco as defined in the preamble to this Agreement.

  • Intermediate Holding Company means any Subsidiary of Holdings (of which Holdings, directly or indirectly, owns 100% of the issued and outstanding Equity Interests) that, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Lead Borrower.

  • Intermediate Holdings shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

  • Ultimate Parent means a Company, which owns not less than fifty-one percent (51%) equity either directly or indirectly in the Parent and Affiliates.

  • Financial Covenant has the meaning specified in Section 7.08.

  • Holdings as defined in the preamble hereto.

  • Significant Restricted Subsidiary means any Restricted Subsidiary, or group of Restricted Subsidiaries, that would, taken together, be a “significant subsidiary” as defined in Article 1, Rule 1-02 (w)(1) or (2) of Regulation S-X promulgated under the Securities Act, as such regulation is in effect on the Issue Date.

  • Parent Guarantor has the meaning specified in the recital of parties to this Agreement.

  • ualified ECP Guarantor means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

  • Qualified ECP Guarantor means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

  • Qualified ECP Loan Party means each Loan Party that on the Eligibility Date is (a) a corporation, partnership, proprietorship, organization, trust, or other entity other than a “commodity pool” as defined in Section 1a(10) of the CEA and CFTC regulations thereunder that has total assets exceeding $10,000,000, or (b) an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant on the Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering into or otherwise providing a “letter of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the CEA.

  • Non-Guarantor Subsidiary means any Subsidiary of the Borrower that is not a Subsidiary Guarantor.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Transfer fee covenant means a declaration or covenant purporting to affect real property which requires or purports to require the payment of a transfer fee to the declarant or other person specified in the covenant or declaration, or to their successors or assigns, upon a subsequent transfer of an interest in the real property.

  • Covenant Suspension Event has the meaning set forth in Section 4.18.

  • Negative Covenants The Postpetition Financing Documents shall contain negative covenants of the Borrower acceptable to the Lender.