Test Failure definition
Examples of Test Failure in a sentence
Any decrease of the Permitted Leverage Ratio provided for in Section 6.19(b)(ii) shall be effective as of each Coverage Test Failure Quarter as provided in Section 6.19(b)(ii), and the Permitted Leverage Ratio (as so decreased) shall remain in effect thereafter unless and until adjusted as provided in Section 6.19(b)(ii) or (iii).
During the period (the “Waiver Period”) commencing on June 30, 2007 and ending on August 20, 2007 (the “Waiver Termination Date”), the Investor hereby waives any Event of Default (as defined in the Notes) arising under the Notes or any other Transaction Document as a result of the Default Test Failure (the “Waiver Defaults”).
In addition to any other termination rights of Owner as set forth herein, Owner shall have the right to terminate this Agreement in the event of a Performance Test Failure.
Any decrease of the Leverage Multiplier provided for in this Section 9.2 shall be effective as of the Coverage Test Failure Quarter as provided in Section 9.2(b), and the Leverage Multiplier (as so decreased) shall remain in effect thereafter unless and until adjusted as provided in Section 9.2(b) or (c).
Upon the occurrence of any Financial Covenant Test Failure, the Company shall immediately prepay, without demand or notice by the Holder, by wire transfer of immediately available funds to such account as the Holder may from time to time designate, an amount equal to the Holder’s Pro Rata Financial Covenant Test Failure Amount.
Notwithstanding the foregoing, in determining whether a Performance Test Failure has occurred, the Parties acknowledge and agree that the EBITDAM shall be equitably adjusted to account for the following circumstances: (1) a Force Majeure Event, (2) failure of Owner to provide Working Capital funds as required under this Agreement, or any other Event of Default, (3) a Casualty, (4) a Condemnation, or (5) if the Condo-Hotel has fewer Residential Units participating in the Rental Program than projected.
The term of this Agreement shall commence as of the Effective Date, and shall continue until the first to occur of (i) the termination of this Agreement resulting from an Event of Default or other right of termination set forth in ARTICLE 17, (ii) the termination, dissolution or other liquidation of the Joint Venture, in accordance with the terms of the Joint Venture Agreement, or (iii) the termination of this Agreement resulting from a Performance Test Failure as set forth in ARTICLE 16 (the “Term”).
If Seller is not able to cure a Valuation Test Failure within five (5) Business Days after the applicable Valuation Test Date, then Seller shall cooperate with Loan Buyer to select one or more Purchased Loans to liquidate and will use its commercially reasonable efforts, taking into account the rights and interests of Loan Buyer, to expeditiously commence the liquidation process for same.
In the event of a Performance Test Failure as set forth in this Section 16.1, Owner shall have the right, subject to Section 16.2, to terminate this Agreement provided that (a) a written notice of termination shall be given to Operator within sixty (60) days after receipt by Owner of the applicable Certified Financial Statements, and (b) such notice shall specify a termination date not less than sixty (60) days nor more than ninety (90) days after the giving of such notice.
If at any time there exists a Valuation Test Failure, each Seller shall cure same in accordance with Section 3.04 hereof.