Material Covenants definition

Material Covenants means Clauses 4.2, 11.1.1, 11.1.2, 11.1.3, 11.1.4, 11.1.5, 11.1.12, 11.1.14, 11.1.15, 11.1.17, 11.1.18, 11.1.20, 11.1.21, 11.1.25, 11.1.26, 11.1.27, 11.1.29, 11.1.30, 11.1.31, 11.1.32, 11.1.34, (with respect only to Encumbrances on the Acquisition Shares or Transferred Equity Interests) 11.1.38 and 11.1.39 to the extent it relates to any of the foregoing.
Material Covenants means the obligations under clause 6.1 to the extent that they relate to the covenants in paragraphs 2(g), 2(h), 2(j), 2(k) and (to the extent it relates to the covenants referred to in this definition) 2(t) of Schedule 2;

Examples of Material Covenants in a sentence

  • Events of Default.For purposes of the Notes, pursuant to Section 301(21) of the Mortgage Indenture, Section 801 of the Mortgage Indenture shall be supplemented to include as “Events of Default” thereunder the occurrence of any of the following events (each such event, together with those “Events of Default” in Section 801 of the Mortgage Indenture, an “Event of Default”):(a) Material Covenants.

  • Section 4.10 Eclipsys Material Covenants.................................

  • Material Covenants All press releases or other similar public written communications of any sort relating to the Joint Venture, this letter of intent, the Agreement and the method of release for publication thereof, will be subject to the approval of all parties hereto, acting reasonably.

  • Other Material Covenants and Conditions to Closing Pursuant to the Agreement, RSI is required to obtain a consent to assignment from each customer (“Significant Customer”) with an annual revenue of at least $25,000.

  • Section 4.10 Eclipsys Material Covenants.............................

  • In the event the Primary Credit Facility contains one or more Material Covenants that are either not set forth in this Agreement or more beneficial to the lenders under the Primary Credit Facility than the Material Covenants set forth in this Agreement (including any necessary definitions, a “More Favorable Covenant”), this Agreement, without any further action on the part of the Company or the holders of the Notes, shall be deemed to automatically amended to include each such More Favorable Covenant.

Related to Material Covenants

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

  • Environmental covenant means a servitude arising under an environmental response project that imposes activity and use limitations.

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

  • Additional Covenant means any covenant in respect of the financial condition or financial position of the Company, including, but not limited to, covenants that specify or require the maintenance of certain financial ratios applicable to the Company, and the default provision related thereto (regardless of whether such provision is labeled or otherwise characterized as a covenant or a default).

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

  • Financial Covenant Debt of any Person means Indebtedness of the type specified in clauses (a), (b), (d), (e), (f) and (h) of the definition of “Indebtedness,” non-contingent obligations of the type specified in clause (c) of such definition and Guaranty Obligations of any of the foregoing.

  • Material Compliance Matter has the same meaning as the term defined in Rule 38a-1, and includes any compliance matter that involves: (1) a violation of the federal securities laws by Distributor (or its officers, directors, employees, or agents); (2) a violation of Distributor's Rule 38a-1 policies and procedures; or (3) a weakness in the design or implementation of Distributor's Rule 38a-1 policies and procedures.

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

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

  • Material Default means a material breach of this Framework Agreement and/or, breach by the Supplier of any of the following Clauses: Clause 8 (Warranties and Representations), Clause 9 (Prevention of Bribery and Corruption), Clause 13 (Statutory Requirements and Standards), Clause 14 (Non-Discrimination), Clause 15 (Provision of Management Information), Clause 16 (Management Charge), Clause 17 (Records and Audit Access), Clause 22 (Data Protection), Clause 23 (Freedom of Information) and Clause 31 (Transfer & Sub-contracting);

  • Material Agreement means any material contract, commitment, agreement (written or oral), instrument, lease or other document, license agreement and agreements relating to intellectual property, to which the Corporation or any Subsidiary are a party or to which any of their property or assets are otherwise bound;

  • Material Consents as defined in Section 7.3.

  • Material Agreements shall have the meaning assigned to such term in Section 4.16 hereof.

  • Material Contracts has the meaning set forth in Section 3.09(a).

  • 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.

  • Material Leases has the meaning set forth in Section 3.7(a).

  • Material Contract means any contract or other arrangement (other than Loan Documents), whether written or oral, to which any Credit Party is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

  • Material Lease has the meaning set forth in Section 3.17(a).

  • 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.

  • Material Indebtedness Agreement means any agreement under which any Material Indebtedness was created or is governed or which provides for the incurrence of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material Indebtedness is outstanding thereunder).

  • Covenant Compliance Worksheet means a fully completed worksheet in the form of Attachment A to Exhibit C.

  • Pro Forma Compliance means, with respect to any transaction, that such transaction does not cause, create or result in a Default after giving Pro Forma Effect, based upon the results of operations for the most recently completed Measurement Period to (a) such transaction and (b) all other transactions which are contemplated or required to be given Pro Forma Effect hereunder that have occurred on or after the first day of the relevant Measurement Period.

  • 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.

  • Compliance schedule means a schedule of events, by date, which will result in compliance with these regulations.

  • Event of Noncompliance shall have the meaning set forth in the Certificate of Designations.

  • Covenant Compliance Certificate means a properly completed and executed Covenant Compliance Certificate substantially in the form of Exhibit X hereto.