Special Covenants definition

Special Covenants means such further terms, covenants and conditions as set out in schedule 2 as commercially agreed to vary or add to the Lease.
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Special Covenants means the special covenants, if any, set forth in the Contract Data Sheet;
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Special Covenants has the meaning set forth in Section 12.7.
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Examples of Special Covenants in a sentence

  • Listing of Special Covenants: The Company will not be permitted to repurchase Common Stock if as a result thereof the exercisability of the Warrant will be limited.

  • Listing of Special Covenants: The Company will not be permitted to repurchase Common Stock if as a result thereof the exercisability of the Special Warrant will be limited.

  • On and after the Closing Date, each of the holders of Original Shares shall be deemed to be third party beneficiaries with respect to the Special Covenants, and each shall be entitled to enforce such provisions directly against Buyer or the Surviving Corporation, as applicable, to the same extent as if such person were a party hereto.

  • After the Closing Date, no amendment or modification may be made (i) to the definition of Special Covenants or to any other provision of this Agreement that affects any of the rights of the Original Holders with respect to the Special Covenants without the written consent of 51% of the Original Holders or (ii) to Section 6.11 that adversely affects the rights of the indemnified parties referred to thereunder.

  • The “Final Completion Date” of this Agreement shall be the earlier of (a) that date which is one year from the Closing Date or (b) that date on which both Parties acknowledge and agree that the Special Covenants in Article IV below, the conditions precedent set forth in Article V below, and the conditions precedent set forth in Article VI shall have been satisfied to the satisfaction of each of the parties.

  • The Representations, Warranties and Special Covenants attached hereto as Exhibit E are incorporated herein by this reference.

  • EVENTS OF DEFAULT 103 Section 8.1. Payments 104 Section 8.2. Special Covenants 104 Section 8.3. Other Covenants 104 Section 8.4. Representations and Warranties 104 Section 8.5. Cross Default 104 Section 8.6. Subordinated Indenture 104 Section 8.7. ERISA Default 104 Section 8.8. Change in Control 104 Section 8.9. Judgments 104 Section 8.10.

  • The ------------------------------------------------- Representations, Warranties and Special Covenants attached hereto as Exhibit E --------- are incorporated herein by this reference.

  • In this regard, the Special Covenants shall be interpreted, from and after the Effective Time, (i) to apply to the Holding Company, as the "Issuer" thereunder, and to the Issuer, as a "Restricted Subsidiary" thereunder, and (ii) not to apply to the Issuer, as the "Issuer" thereunder.

  • Representations, Warranties and Special Covenants.................


More Definitions of Special Covenants

Special Covenants has the meaning set forth in Section 12.7. "Stock Option Plans" has the meaning set forth in Section 3.7(a). "Sub" has the meaning set forth in the preamble hereof. "Subsidiaries" (or "Subsidiary" as the context may require), means each entity as to which a person, directly or indirectly, owns or has the power to vote, or to exercise a controlling influence with respect to, 50% or more of the securities of any class of such entity, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such entity. "Surviving Corporation" has the meaning set forth in Section 1.2(a). "Surviving Person" has the meaning set forth in Section 3.16. "Taxes" means all taxes, assessments, charges, duties, fees, levies or other governmental charges (including interest, penalties or additions associated therewith) including federal, state, city, county, foreign or other income, franchise, capital stock, real property, personal property, tangible, withholding, FICA, unemployment compensation, disability, transfer, sales, use, excise, gross receipts and all other taxes of any kind for which the Company or any Subsidiary of the Company is liable imposed by the United States or any state, county, city, country or foreign government or subdivision or agency thereof. "Tax Return" means a report, return or other information required to be supplied to a governmental entity with respect to Taxes including, where permitted or required, combined or consolidated returns for a group of entities. "Termination Date" has the meaning set forth in Section 10.1(a). "Total Disposed Annual Value" has the meaning set forth in Section 3.4(b). "Total Disposed Final Value" has the meaning set forth in Section 3.4(c). "Total Remaining Annual Value" has the meaning set forth in Section 3.4(b). "Total Remaining Final Value" has the meaning set forth in Section 3.4(c). "Total Warrant Value" has the meaning set forth in Section 3.5(a). "Trademark License Agreement" means the trademark license agreement, dated as of October 17, 1996, between Ryder System, Inc., a Florida corporation and the Company. "Transaction Price" means $32.9955 per share of Buyer Class A Common Stock. "Transfer Tax" (or "Transfer Taxes" as the context may require) has the meaning set forth in Section 6.17. "Transferred Intellectual Property" means transferred patents, transferred software and transferred trademarks as set forth on Sche...
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Special Covenants means the covenants and obligations set forth in Section 6.6, Section 6.7, Section 6.9 and the last sentence of Section 8.4.
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Special Covenants with Respect to B8/32
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Related to Special Covenants

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

  • 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.

  • Negative Covenants means any negative or similar restrictive covenant (including, without limitation, under Article 7) made by the Borrowers in this Agreement or in any other Loan Document.

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

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

  • 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.

  • 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.

  • Pro Forma Compliance Certificate means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis.

  • Collateral Coverage Ratio means (i) the aggregate value of any relevant collateral security, including the pro rata value of any shared collateral, divided by (ii) the outstanding aggregate principal amount of the relevant debt.

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

  • Replacement Capital Covenant has the meaning specified in the introduction to this instrument.

  • Incurrence Covenant means 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) only upon the occurrence of certain actions of the borrower, including a debt issuance, dividend payment, share purchase, merger, acquisition or divestiture.

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

  • ESG Pricing Provisions has the meaning specified in Section 2.18.

  • Qualifying Replacement Capital Covenant has the meaning specified in the Replacement Capital Covenant.

  • Debt Service Requirements means the aggregate principal payments (whether at maturity or pursuant to scheduled mandatory sinking fund redemption requirements) and interest payments on the Bonds for the period of time for which calculated; provided, however, that for purposes of calculating such amount, principal and interest shall be excluded from the determination of Debt Service Requirements to the extent that such principal or interest is payable from amounts deposited in trust, escrowed or otherwise set aside for the payment thereof with the Paying Agent or other commercial bank or trust company located in the State and having full trust powers.

  • Debt Service Coverage Ratio means a ratio for the applicable period in which:

  • 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.

  • Special Conditions means Special Conditions of Contract, which override the General Conditions, also referred to as SCC.

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

  • Initial Covered Debt means the Corporation’s 6.25% Notes due 2036, CUSIP No. 000000XX0.

  • 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.

  • Debt Service Requirement means the sum of (i) interest expense (whether paid or accrued and including interest attributable to Capital Leases), (ii) scheduled principal payments on borrowed money, and (iii) capitalized lease expenditures, all determined without duplication and in accordance with GAAP.