Interim Operating Covenants definition

Interim Operating Covenants. Before and through the Plan Effective Date, except as set forth in the Restructuring Support Agreement, BCA or Plan or with the written consent of the Required Backstop Parties (not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to: ● operate their business in the ordinary course based on historical practices or otherwise reasonably acceptable to the Required Backstop Parties; and ● use commercially reasonable efforts to keep available the services of their current executive officers and employees and preserve its material relationships with customers, suppliers, lessors, licensors, licensees, distributors and others having material business dealings with the Company or its subsidiaries. Any of the following transactions require approval by the Required Backstop Parties, such approval not to be unreasonably withheld, conditioned or delayed, except for scheduled exceptions to be set forth in the BCA: ● any acquisition, merger with or other change of control of another business or any assets in excess of a threshold to be agreed; ● disposal of any assets with a value in excess of a threshold to be agreed; ● entry into, material amendment or termination of any Material Contract (to be defined in the BCA); ● termination of one or more contracts that, in the aggregate, results in a reduction of $25 million or more of the Company’s revenue on an annualized basis; ● agreement to new employee compensation, new deferred compensation, severance arrangements or termination agreements unless required by contract or for non-executives in the ordinary course of business, in each case other than as contemplated by the Restructuring Support Agreement; ● significant non-maintenance capital expenditures (in an amount to be agreed) not contemplated by the applicable DIP budget; and ● other customary operating covenants to be mutually agreed. Any of the following transactions require approval by the Required Backstop Parties: ● resolution of any claims or issues related to Elk Hills Power other than in a manner consistent with the Restructuring Support Agreement and the Restructuring Term Sheet; and ● amendment, alteration, supplementation, restatement or other modification of any of the Elk Hills Power Agreements (or the course of dealing thereunder), other than as set forth in the Restructuring Support Agreement and the Restructuring Term Sheet.
Sample 1
Interim Operating Covenants means the covenants and agreements set forth in Section 7.1.
Sample 1

Examples of Interim Operating Covenants in a sentence

  • Along with identification, the checklist also identifies how the risk is being mitigated.Therapeutic consultation is a service that provides advanced assessments and planning for children who are not demonstrating outcomes with their current treatment and it is anticipated that a crisis event may occur without the consultation.

  • Section 5.06(f) of the Merger Agreement, which covered the WPZ Termination Fee Reimbursement, triggered payment of the fee if ETE terminated the agreement due to passage of the outside date and, at the time of termination, was in breach of any enumerated provisions, including the Capital Structure Representation, the Ordinary Course Covenant, the Interim Operating Covenants, and efforts obligations.61 According to Williams, ETE was in breach of these provisions when it terminated.

  • I therefore need not consider whether ETE separately breached its obligations with respect to the failure of the 721 Opinion.C. ETE Breached the Ordinary Course Covenant and Interim Operating Covenants As described above, ETE agreed to several covenants restricting its actions between signing and closing—the Ordinary Course Covenant and three Interim Operating Covenants.

  • If Section 4.01(b)(v) of the PDL only applied to this covenant, then ETE’s breach of the other Interim Operating Covenants contained in Section 4.01(b) of the Agreement would not be excused.

  • And if the phrase “[e]xcept as set forth in Section 4.01(b) of the Parent Disclosure Letter” creates an unqualified exception to the Ordinary Course Covenant, it is reasonable to conclude that, when the identical phrase appears again in front of the Interim Operating Covenants, it creates an identical unqualified exception to those covenants.

  • The Ordinary Course Covenant and each of the Interim Operating Covenants were subject to certain exceptions in Section 4.01(b) of the Parent Disclosure Letter.

  • As explained below, I find that the Preferred Offering breached at least the Ordinary Course Covenant, the Interim Operating Covenants, and the Capital Structure Representation.

  • Other than the Interim Operating Covenants, none of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than those which, by their terms, contemplated performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing indefinitely or for the period expressly contemplated by its terms.

  • On a loss being reported, surveyor will be deputed from the panel and information sent to the insurer.

  • We have measured the gate bias-stress effect in dark, and the gate bias effect under light illumination.

Related to Interim Operating Covenants

  • PJM Operating Agreement means the Amended and Restated Operating Agreement of PJM or the successor, superseding or amended versions of the Amended and Restated Operating Agreement that may take effect from time to time.

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

  • Normal Operating Conditions means those Service conditions which are within the control of Grantee. Those conditions which are not within the control of Grantee include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages, and severe or unusual weather conditions. Those conditions which are ordinarily within the control of Grantee include, but are not limited to, special promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods, and maintenance or upgrade of the Cable System.

  • Operating Period for any Element of the Project shall mean the period from (and including) the COD of such Element of the Project, up to (and including) the Expiry Date and for the Project, shall mean the period from (and including) the COD of the Project, up to (and including) the Expiry Date;

  • Revenue Operations Date (ROD) means the date of operation of Metro

  • Title V operating permit means a permit issued under Chapter 3745-77 of the Administrative Code.

  • Maintenance Covenant A covenant by any borrower to comply with one or more financial covenants (including without limitation any covenant relating to a borrowing base, asset valuation or similar asset-based requirement) during each reporting period, that exists regardless of whether or not such borrower has taken any specified action and includes a covenant that applies only when the related loan is funded.

  • 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.

  • Previously Absent Financial Maintenance Covenant means, at any time, any financial maintenance covenant that is not included in the Loan Documents at such time.

  • Rent Restriction Test means the test pursuant to Section 42 of the Code whereby the gross rent charged to tenants of the low-income apartment units in the Apartment Housing cannot exceed 30% of the qualifying income levels of those units under Section 42.

  • NCZ Examined Project means any Generator or UDR project that is not exempt pursuant to 23.4.5.7.8 and either (i) is in a Class Year on the date the Commission accepts the first ICAP Demand Curve to apply to a Mitigated Capacity Zone or (ii) meets the criteria specified in 23.4.5.7.3(II). An NCZ Examined Project may be at any phase of development or in operation or an Installed Capacity Supplier.For purposes of Section 23.4.5 of this Attachment H, “Net CONE” shall mean the localized levelized embedded costs of a peaking unit in a Mitigated Capacity Zone, net of the likely projected annual Energy and Ancillary Services revenues of such unit, as determined in connection with establishing the Demand Curve for a Mitigated Capacity Zone pursuant to Section 5.14.1.2 of the Services Tariff, or as escalated as specified in Section 23.4.5.7 of Attachment H.

  • Operating Companies means, collectively, the Creekside Operating Company, the Mentone Operating Company and the Yucaipa Operating Company. “Operating Company” means any of the Operating Companies.

  • Interim Period has the meaning specified in Section 6.1.

  • Initial compliance period means the first full three-year compliance period which begins at least 18 months after promulgation, except for the following contaminants: Dichloromethane; 1,2,4-Trichlorobenzene; 1,1,2- Trichloroethane; Benzo[a]pyrene; Dalapon; Di(2-ethylhexyl adipate; Di(2-ethylhexyl) phthalate; Dinoseb; Diquat; Endothall; Endrin; Glyphosate; Hexachlorobenzene; Hexachlorocyclopentadiene; Oxamyl (Vydate); Picloram; Simazine; 2,3,7,8-TCDD (Dioxin); Antimony; Beryllium; Cyanide; Nickel; and Thallium, initial compliance period means the first full three-year compliance period after promulgation for systems with 150 or more service connections (January 1993 -December 1995) and first full three-year compliance period after the effective date of regulation (January 1996 - December 1998) for systems having fewer than 150 service connections.

  • Financial Covenants means the covenants set forth in Section 6.2.

  • Operating Entities means, from time to time, the Persons in which the Holding Entities, directly or indirectly, hold interests and that (i) directly hold real estate assets, or (ii) indirectly hold real estate assets but all of the interests of which are not held, directly or indirectly, by the Holding Entities, other than, in the case of each of (i) and (ii), any Person in which the Holding Entities, directly or indirectly, hold interests for investment purposes only of less than 5% of the outstanding equity securities of that Person;

  • Financial Covenant means the covenant set forth in Section 7.09.

  • Financial Covenant Default has the meaning assigned to such term in Section 8.01(6).

  • Financial Performance Covenants means the covenants of the Borrower set forth in Section 10.11.

  • Extended Reporting Period means a designated period of time after a claims-made policy has expired during which a claim may be made and coverage triggered as if the claim has been made during the policy period.

  • Covenant Compliance Event means that Excess Availability at any time is less than the greater of (a) ten (10%) percent of the Line Cap or (b) $7,000,000. For purposes hereof, the occurrence of a Covenant Compliance Event shall be deemed continuing until Excess Availability has exceeded the amounts set forth above for thirty (30) consecutive days, in which case a Covenant Compliance Event shall no longer be deemed to be continuing for purposes of this Agreement. The termination of a Covenant Compliance Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Covenant Compliance Event in the event that the conditions set forth in this definition again arise.

  • Covenant Trigger Period means the period (a) commencing on the date that (i) an Event of Default occurs or (ii) Availability is less than the greater of (x) 10% of Available Credit and (y) $50,000,000 and (b) continuing until there has been a period of 30 consecutive days thereafter during which at all times (i) no Event of Default exists and (ii) Availability shall have been not less than the greater of (x) 10% of Available Credit and (y) $50,000,000.

  • Base Operating Costs means Operating Costs for the calendar year specified as the Base Year in the Basic Lease Information (excluding therefrom, however, any Operating Costs of a nature that would not ordinarily be incurred on an annual, recurring basis).

  • Basic generation service transition costs means the amount by

  • Financial Covenant Event of Default has the meaning specified in Section 8.01(b).

  • Covenant Testing Period means a period (a) commencing on the last day of the fiscal quarter of Borrower most recently ended prior to a Covenant Trigger Event for which Borrower is required to deliver to Administrative Agent quarterly or annual financial statements pursuant to Section 5.2 of this Agreement, and (b) continuing through and including the first day after such Covenant Trigger Event that Availability has equaled or exceeded the greater of (i) 10% of the Borrowing Limit, and (ii) $15,000,000 for 60 consecutive calendar days.