Bank Covenants Sample Clauses

A bank covenants clause sets out specific promises or obligations that a borrower must adhere to as part of a loan agreement. These covenants may include maintaining certain financial ratios, providing regular financial statements, or restricting additional borrowing without the lender's consent. By establishing these requirements, the clause helps the lender monitor the borrower's financial health and manage risk, ultimately protecting the lender's interests throughout the duration of the loan.
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Bank Covenants. Subject to the terms hereof, Bank shall allow Covered ATMs to participate in the Networks through Bank pursuant to the ISO Arrangement and in accordance with the Operating Rules. For the avoidance of doubt, Bank is under no obligation to allow ATMs that are not driven by a First Data Company to participate in any Networks.
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Bank Covenants. It is recognized that CONTRACTOR must comply with the financial covenants established by its banks and lending institutions. It is further recognized such compliance is effected by CONTRACTOR’s level of borrowing which fluctuates from time to time. Consequently, CONTRACTOR may include as a Major Recoverable Expense the amount needed to provide the additional necessary revenue to meet all of its bank covenants. New Programs/Modifications: includes expenses for new programs and modifications to existing programs as approved by the AGENCY. Non-Recoverable Expenses: all expenses which are neither Allowable Expenses nor Recoverable Expenses, including, but not limited to, intercompany leases for personal property, intercompany loans and advances less than 90 days, officers salaries and benefits in excess of levels set for 2003 and adjusted annually using the Adjusted CPI Index., dues and subscriptions, fines and penalties, donations, non-MEMBER services and MEMBER non-uniform special services. Expenses associated with MEMBER services described in Section 2.2(a) of Exhibit A of the Franchise Agreement are Non-Recoverable expenses. For purposes of Section 2.2(a) expenses are defined as the direct cost of providing each member event or service as determined by a separate accounting. Expenses and revenues associated with services provided for non-MEMBER Customers or non-uniform MEMBER services and for special services provided for MEMBERS Agency(ies) must be accounted for separately. If similar resources (i.e. personnel, vehicles, etc.) are used for MEMBER uniform services and MEMBER special services or non-MEMBER services, accurate estimates of the percentage use of all of those resources must be developed by CONTRACTOR and approved by the AGENCY. Interest expense from credit cards, Federal or State income taxes, contributions, entertainment and promotional expenses are explicitly excluded. Operating Period: the period of time from July 1st through June 30th, defined as one (1) year.
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Bank Covenants. During the Operation Period, unless Retailers otherwise consent in writing: (a) Bank will provide appropriate levels of staffing and will provide appropriate training to its employees to permit Bank to fully perform its obligations hereunder. Without limiting the foregoing: (i) Bank will provide [***] account managers for the Credit Card Programs covering the following [***], with competencies and required skills to be mutually agreed upon by Bank and Retailers; (ii) Bank will provide no less than [***] personnel dedicated to the Credit Card Programs, [***]; provided, that Retailers shall have the right to propose to Bank (x) certain efficiency changes in the use and number of such personnel, and (y) such additional staffing as needed to appropriately support the Program, which proposals Bank shall consider in good faith; provided, that if Bank chooses not to implement Retailers’ proposed changes, Bank will provide Retailers with a detailed explanation of Bank’s reasons therefor; (iii) Bank will provide customer service through [***] customer service representatives; (iv) Bank will provide a [***] line to a supervisor at Bank’s customer service center for use by Retailers’ customer service center; (v) Collections will be conducted either by a group of Bank employees servicing specialty retailer accounts or by third parties engaged by Bank; (vi) Bank will provide MIS support and support for all other technical aspects of the Program through a single individual designated by Bank whose identity may change from time to time; (vii) To address a specific Cardholder inquiry, on an exception basis only, managers or other senior customer service personnel will be available on a timely basis to review, at Retailers’ request, credit and other customer service decisions made by Bank’s customer service representatives to ensure that such decisions comply with all applicable governmental credit regulations and Bank policy; and (viii) Bank will provide Retailers with opportunities to interview candidates for key program positions to be filled after the Effective Date (including the positions set forth on Schedule 3.09(b)) prior to Bank’s assigning such individuals to perform Bank’s obligations under this Agreement and will participate in a semi-annual forum to review staffing provided by Bank and will present the results of each forum to the Program Management Committee. If Retailers express concerns over the performance of an individual in a key program position, Bank ...
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Bank Covenants. Notwithstanding any other provisions of this Guaranty by accepting this Guaranty Agent and each Bank warrants, covenants and agrees as follows: (a) no Bank may enforce any rights under this Guaranty directly, but all rights hereunder shall be enforced solely by and through the Agent; (b) such Bank will not authorize or direct Agent, on its behalf, to institute an action against the Guarantor or exercise any of such Bank's remedies under this Guaranty unless and until an Event of Default (as defined in the Loan Agreement) has occurred and is continuing; (c) the Loan may be prepaid in full without penalty (other than any payments due as a result of prepaying a LIBOR Rate Loan (as defined in the Loan Agreement) prior to the termination of the then applicable Interest Period (as defined in the Loan Agreement)) at any time during which an Event of Default has occurred and is continuing; and (d) such Bank will not authorize or direct Agent, on its behalf, to enforce its rights against the Guarantor, unless in the same proceeding, the Agent shall also seek recovery (unless Agent is prohibited, temporarily or permanently, by bankruptcy, dissolutions, injunction inability to achieve service of process or other similar legal
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Bank Covenants. Bank’s sole responsibilities shall be to (i) create the electronic ACH and/or payment card transaction information file and submit the file to the Customer-designated ACH and/or payment card operator and (ii) receive remitter information from the online ▇▇▇▇ payment network operator, format the information into the file format specified by Customer and make such information available to Customer.
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Bank Covenants. Each of the Bank and the Seller agree to make such amendments to this Deed as are necessary in order to ensure that the provisions set out in Clauses 14.1(A), 14.4(F) to 14.4(W) (inclusive), 14.5, 14.6, 14.7 and Clauses 19.1(E) to 19.1(G) (inclusive) are on substantially the same terms as the corresponding provisions set out in the Conditions of the Bonds as at the Issue Date (including any changes to defined terms for the purposes of those clauses) provided that all costs and expenses relating to any such amendments (including any costs and expenses of the Bank in relation thereto) shall be for the account of the Seller. The Bank covenants that if the Seller enters into the Decommissioning Default Payment Debenture in substantially the form of the draft document made available to the Bank before the date of this Deed (or in such other form where the amendments made are not materially prejudicial to the Bank) and the Bank has prior to such entry been provided with documents mutatis mutandis the same as those referred to in Clause 4.2(R), but with the NLF and, where appropriate, the Secretary of State, amended as may be necessary to reflect any change in law after this Deed, then the Bank will agree that references in this Deed and the Deed of Charge to the DTI Security and the DTI shall include references to the Decommissioning Default Payment Debenture and the NLF.
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Bank Covenants. Each Bank represents and warrants to the Borrowers, the Letter of Credit Banks and the Agent that it is either (x) a United States person (as defined in Section 7701(a)(30) of the Code); (y) entitled to the benefits of an income tax treaty with the United States that provides for an exemption from United States withholding tax on interest and other payments which may be made by the Borrowers to such Bank pursuant to the terms of this Agreement or any other Loan Document; or (z) engaged in trade or business within the United States. Each Bank that is organized under the laws of any jurisdiction other than the United States or any State thereof (including the District of Columbia) agrees to furnish to the Agent, the Letter of Credit Banks and the Borrowers, prior to the date of the first interest payment hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001, or appropriate successor forms (wherein such Bank claims entitlement to complete exemption from U.S. federal withholding tax on all payments hereunder), and to provide to the Agent, the Letter of Credit Banks and the Borrower a new Form 4224 or Form 1001 (or appropriate successor forms, which may include Forms W8-BEN or W8-ECI) upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such Bank, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptions.
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Bank Covenants. The Bank hereby covenants and agrees with Funding as follows: (a) Receivables Not To Be Evidenced by Promissory Notes. The Bank will take no action to cause any Receivable to be evidenced by any instrument (as defined in the UCC) except in connection with the enforcement or collection undertaken with regard to the related Account in which event such Receivable shall be an Ineligible Receivable in accordance with Section 6.1(a) and shall be reassigned to the Bank in accordance with Section 6.1(b).
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Bank Covenants. The Bank agrees with the Purchaser that: (a) The Bank will pay all reasonable costs and expenses incurred in connection with this Agreement, the Note and the transactions contemplated herein, including all reasonable fees and expenses of its and Purchaser’s legal counsel. (b) The Bank will not, and will not permit any of its Affiliates or any person acting on its behalf to, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Note under the Securities Act or the appointment and qualification of any trustee or the filing of any indenture under the Trust Indenture Act of 1939, as amended. Without limiting the generality of the immediately preceding sentence, the Bank will not and will cause its Affiliates not to make any offer or sale of securities of the Bank of any class if, as a result of the doctrine of “integration” under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the offer or sale of the Note to the Purchasers, (ii) the resale of the Note by the Purchaser or (iii) the resale of the Note to others by such subsequent purchasers from the Purchaser), the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof, by Rule 144A, Rule 144, “Rule 4(1½),” Regulation S or other exemptions thereunder. WPB 990283.2 00025922.00018 (c) The Bank will not, nor will the Bank permit any of its Affiliates or any person acting on its or their behalf to, engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Note. (d) The Bank will not, nor will the Bank permit any of its Affiliates or any person acting on its or their behalf to, engage in any directed selling efforts within the meaning of Regulation S with respect to the Note. (e) None of the Bank, the Corporation nor any Bank Subsidiary will take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of any security of the Bank or the Corporation to facilitate the sale or resale of the Note. (f) The Bank will perform timely all its covenants and obligations contained in the Note. (g) The Bank will use all commercially reasonable efforts to do and perform all things required to be done and performed by it under this Agreement prior to and after th...
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Related to Bank Covenants

  • Interim Covenants (a) Except with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), as otherwise contemplated or permitted by this Agreement or as required by the Bankruptcy Code or other applicable Law, during the period prior to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From the date hereof through the Closing Date, or as otherwise required by applicable Law, Seller shall use commercially reasonable efforts to: (i) maintain the Purchased Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in respect of the Purchased Assets; (ii) preserve intact the Yu-Gi-Oh! Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations; (iii) upon any damage, destruction or loss to any Purchased Asset, apply any insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law; (iv) promptly advise Purchaser in writing of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse Change; and (v) consult with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, Seller shall not, without the prior written consent of Purchaser: (i) enter into, terminate or amend or reject any of the Transferred Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, transfer or otherwise dispose of any of the Purchased Assets; (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) dispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (vii) subject any Purchased Assets to any Liens; (viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assets; or (ix) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoing. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Agreements.

  • Operating Covenants From the Execution Date until the Closing or, if earlier, the termination of this Agreement as contemplated hereby, except (t) as required by this Agreement or any other Transaction Document, (u) as required by any lease, Contract, or instrument listed on any Annex, Disclosure Schedule or Schedule, as applicable, (v) as required by any Applicable Law or any Governmental Authority (including by order or directive of the Bankruptcy Court or fiduciary duty of the board of managers of any Seller or its Affiliates) or any requirements or limitations resulting from the Bankruptcy Cases, (w) to the extent related solely to Excluded Assets and/or Excluded Liabilities, (x) for renewal of expiring insurance coverage in the Ordinary Course of Business, (y) for emergency operations or (z) as otherwise consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) Sellers will: (i) subject to any Bankruptcy Court order to the contrary, operate the Assets in the Ordinary Course of Business; (ii) maintain or cause its Affiliates to maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices; (iii) give written notice to Buyer as soon as is practicable of any material damage or casualty to or destruction or condemnation of any Asset of which Sellers have Knowledge; (iv) use reasonable best efforts to maintain insurance coverage on the Assets in the amounts and types described on Disclosure Schedule 3.10; and (v) use commercially reasonable efforts to maintain or cause its Affiliates to maintain all Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; and (b) no Seller shall: (i) sell, lease or otherwise transfer any Asset, or otherwise voluntarily divest or relinquish any right or asset, other than (A) sales or other dispositions of materials, supplies, machinery, equipment, improvements or other personal property or fixtures in the Ordinary Course of Business which have been replaced with an item of substantially equal suitability and (B) dispositions of Excluded Assets; (ii) enter into any material Contract that if entered into prior to the Execution Date would be required to be listed in Disclosure Schedule 3.05(a) other than (A) Contracts of the type described in Section 3.05(a)(iii) and Section 3.05(a)(viii) entered into in the Ordinary Course of Business (provided that Sellers shall use commercially reasonable efforts to notify Buyer of the terms of any such Contract prior to the execution thereof), (B) confidentiality agreements entered into in accordance with the Bid Procedures Order, (C) contracts or agreements entered into in connection with the Bankruptcy Cases (including any in connection with an Alternative Transaction) and (D) Contracts that would not adversely affect the Assets in any material respect; (iii) amend or modify in any material respect or terminate any Purchased Contract (other than termination or expiration in accordance with its terms) or any Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; (iv) change the methods of accounting or accounting practice by Sellers, except as required by concurrent changes in Applicable Law or GAAP as agreed to by its independent public accountants; or (v) to the extent any of the following would reasonably have the effect of increasing the Non-Income Tax liability of Buyer for any period after the Closing Date, (A) make any settlement of or compromise any Non-Income Tax liability with respect to the Assets, (B) change any Non-Income Tax election or Non-Income Tax method of accounting or make any new Non-Income Tax election or adopt any new Non-Income Tax method of accounting with respect to the Assets; (C) surrender any right to claim a refund of Non-Income Taxes with respect to the Assets; or (D) consent to any extension or waiver of the limitation period applicable to any Non-Income Tax claim or assessment with respect to the Assets.

  • Seller Covenants Seller covenants and agrees as follows:

  • CONTINUING COVENANTS The Competitive Supplier agrees and covenants to perform each of the following obligations during the term of this ESA.

  • REPORTING COVENANTS The Borrower agrees with the Lenders, the Issuers and the Administrative Agent to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing: