Covenants of the Borrower and the Guarantors Clause Samples

The "Covenants of the Borrower and the Guarantors" clause sets out the ongoing promises and obligations that the borrower and any guarantors must fulfill during the term of a loan or credit agreement. These covenants typically include requirements such as maintaining certain financial ratios, providing regular financial statements, and refraining from taking actions like incurring additional debt or selling key assets without lender approval. By clearly outlining these duties, the clause helps ensure that the lender's interests are protected and that the borrower and guarantors maintain financial stability, thereby reducing the lender's risk of default.
Covenants of the Borrower and the Guarantors. The Borrower and, as applicable, the Guarantors, each agree to comply with the following covenants at all times during the Extension Period and upon and subsequent to the occurrence of any Trigger Event: (a) the Borrower shall provide to the Administrative Agent and the Lender Parties (i) by no later than 5:00 p.m. (prevailing New York time) on March 7, 2008, a revised two-year cash flow report with respect to the Super Entities in form and substance reasonably acceptable to the Lender Parties, (ii) by no later than 5:00 p.m. prevailing New York time on April 15, 2008, a strategic business plan to be prepared by the Super Entities in consultation with the financial advisor to JPM, which strategic business plan shall cover such matters relating to the Super Entities and other U.S. entities as may be reasonably requested by and shall be in form and substance reasonably acceptable to the financial advisor to JPM; and (iii) by no later than 5:00 p.m. (prevailing New York time) on March 31, 2008, the Strategic Plan (as defined in the Australian/Noteholder Bank Group Extension Agreement pertaining to the Australian Credit Facility (as defined below)), which shall be in form and substance satisfactory to the Administrative Agent and the Lender Parties by the later of (A) 5:00 p.m. (prevailing New York time) March 31, 2008 and (B) five (5) Business Days after the same is delivered to the Administrative Agent and the other Lender Parties; (b) at all times, the Borrower shall, and shall cause the Super Entities to, use cash on hand and the proceeds of loans made under the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Facility in compliance with and pursuant to the Budget and the documents evidencing the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Facility, and provide to the Lender Parties, on an ongoing basis, (A) weekly cash flow forecasts for each of the Borrower, Super and Centro NP Residual Holding LLC, each on a consolidated basis, covering consecutive thirteen-week periods, with the first such forecast to (x) relate to the thirteen-week period commencing on the Execution Date, and (y) be provided to the Lender Parties by no later than 5:00 p.m. (prevailing New York time) on February 26, 2008, (B) weekly analyses reflecting actual disbursements versus budgeted expenditures of the Borrower, on a consolidated basis, with the first such analysis to (x) relate to the one-week period commencing on the Execution Date, and (y) be provided to the Lender Parties by no later than 5:00 p.m. (prevailing New York time) on February 26...
View SourceView Similar (2)
Covenants of the Borrower and the Guarantors. Each of the Borrower and the Guarantors agrees that, so long as any Bank Senior Lender has any Commitment under this Agreement or any amount payable under this Agreement remains unpaid, it shall observe and perform each of the covenants applicable to it set forth in Article IV of the Common Security Agreement, which covenants and agreements are incorporated by reference in this Agreement as if fully set forth herein, in accordance with their terms.
View Source
Covenants of the Borrower and the Guarantors. Each of the Borrower and the Guarantors agrees that, so long as any Working Capital Lender has any Commitment under this Agreement or any amount payable under this Agreement remains unpaid, it shall observe and perform each of the covenants applicable to it set forth in Article IV of the Common Security Agreement, which covenants and agreements are incorporated by reference in this Agreement as if fully set forth herein, in accordance with their terms.
View Source
Covenants of the Borrower and the Guarantors. 5.1 Covenants of the Borrower. Until such time as the Acquisition ----------------------------- shall have been consummated in accordance with its terms, each Borrower and Guarantor covenants with the Lenders as follows:
View Source
Covenants of the Borrower and the Guarantors. The Borrower and the Guarantors hereby covenant to the Lender that prior to the repayment of principal of the Loan hereunder and accrued interest in full: 5.1 the Borrower and the Guarantors will comply with all laws and regulations relating to this Contract and strictly perform and abide by their duties and obligations; 5.2 the Risk Adjusted Net Assets of Ganzhou Micro Finance will not be less than ▇▇▇ ▇▇ million, which are free from any mortgage, pledge or any other security or encumbrance, and in which the Risk Adjusted Net Assets in connection with the consumer finance installment products related to cooperation with China Telecom are not less than ▇▇▇ ▇▇ million; 5.3 the Borrower and/or the Guarantors will promptly notify the Lender of the particulars of any material litigation, arbitration or administrative proceedings involving the Borrower and/or the Guarantors after the Borrower and/or the Guarantors become aware thereof, whether or not already formally instituted; 5.4 the Borrower will promptly notify the Lender in writing of the particulars of any Event of Default (as defined below) occurred hereunder or any other event that may affect the ability of the Borrower and/or the Guarantors to perform their obligations hereunder; 5.5 without the prior consent of the Lender, the Borrower and/or the Guarantors will not create any mortgage, pledge or other security in excess of RMB 1 million over the assets of the Borrower or the Guarantors, or transfer or otherwise dispose of any material assets of the Borrower and/or the Guarantors in excess of RMB1 million, except in the ordinary course of business; 5.6 without the prior consent of the Lender, the Borrower and/or the Guarantors will not provide to or obtain from any third party any loan in excess of RMB100,000 in any manner, or make any other similar credit arrangement, except cash receipts and payments with their affiliates that are within the ordinary course of business, deemed necessary by the Borrower in good faith and consistent with the past practice of the Borrower; 5.7 the Borrower and the Guarantors shall use their best endeavors to maintain the normal operation of the Borrower, and promptly notify the Lender of any event involving any material matter of the Borrower and/or the Guarantors; 5.8 the Borrower and the Guarantors warrant to the Lender that the Borrower will take all actions and execute all necessary documents that may be required by the Lender to enforce its rights hereunder, and ...
View Source
Covenants of the Borrower and the Guarantors. Each Credit Party agrees that, so long as any of the Commitments are in effect and until payment in full of all Obligations:
View Source
Covenants of the Borrower and the Guarantors. Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, each of USANi and the Borrower covenants and agrees with the Lenders that:
View Source
Covenants of the Borrower and the Guarantors 
View SourceView Similar (6)

Related to Covenants of the Borrower and the Guarantors

  • Covenants of the Company and the Guarantors In further consideration of the agreements of the Initial Purchasers contained in this Agreement, the Company and the Guarantors, jointly and severally, covenant with each Initial Purchaser as follows: (a) To furnish to you in New York City, without charge, prior to 3:00 p.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 6(c), as many copies of the Final Memorandum and any supplements and amendments thereto as you may reasonably request. (b) Before amending or supplementing either Memorandum, to furnish to you a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which you reasonably object. (c) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to make the statements therein, in the light of the circumstances when the Final Memorandum is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers, either amendments or supplements to the Final Memorandum so that the statements in the Final Memorandum as so amended or supplemented will not, in the light of the circumstances when the Final Memorandum is delivered to a purchaser, be misleading or so that the Final Memorandum, as amended or supplemented, will comply with applicable law. (d) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request. (e) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's and the Guarantors' counsel and the Company's, Storm's and EnCana's accountants in connection with the issuance and sale of the Securities and all other fees or expenses in connection with the preparation of each Memorandum and all amendments and supplements thereto, including all printing costs associated therewith, and the delivering of copies thereof to the Initial Purchasers, in the quantities herein above specified, all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the preparation of the Blue Sky or legal investment memorandum, (ii) any fees charged by rating agencies for the rating of the Securities, (iii) the fees and expenses, if any, incurred in connection with the admission of the Securities for trading in PORTAL, (iv) the costs and charges of the Trustee and (v) the costs and expenses of the Company and the Guarantors relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and the Guarantors, travel and lodging expenses of the representatives and officers of the Company and the Guarantors and any such consultants, and the cost of any aircraft chartered in connection with the road show. It is understood, however, that except as provided in this Section, Section 8, and the last paragraph of Section 10, the Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (f) None of the Trust, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers) will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Securities Act of the Securities. (g) Not to solicit any offer to buy or offer or sell the Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (h) While any of the Securities remain "restricted securities" within the meaning of the Securities Act, to make available, upon request, to any seller of such Securities the information specified in Rule 144A(d)(4) under the Securities Act, unless the Trust is then subject to Section 13 or 15(d) of the Exchange Act. (i) If requested by you, to use their commercially reasonable efforts to permit the Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in the PORTAL Market. (j) None of the Trust, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities, and the Trust, its Affiliates and each person acting on its or their behalf (other than the Initial Purchasers) will comply with the offering restrictions requirement of Regulation S. (k) During the period of two years after the Closing Date, the Trust will not, and will not permit any of its Affiliates to resell any of the Securities which constitute "restricted securities" under Rule 144 that have been reacquired by any of them. (l) Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby.

  • Further Agreements of the Company and the Guarantors The Company and each of the Guarantors jointly and severally covenant and agree with each Initial Purchaser that:

  • Covenants of the Guarantor (a) The Guarantor will not, and will not permit any Subsidiary Guarantor to, create or permit to exist any Lien upon any property or assets, including Equity Interests issued by the Issuer or any Subsidiary Guarantor, in order to secure any Indebtedness of NEP, the Issuer, or such Subsidiary Guarantor without providing for the Guaranteed Securities to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, however, that this restriction will not apply to, or prevent the creation or existence of: (i) purchase money liens or purchase money security interests upon or in any property acquired by NEP, the Issuer or such Subsidiary Guarantor in the ordinary course of business to secure the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such property; (ii) Liens existing on property acquired by NEP, the Issuer or such Subsidiary Guarantor at the time of its acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired; (iii) Liens securing Funded Debt recourse for which is limited to specific assets of NEP, the Issuer or such Subsidiary Guarantor created for the purpose of financing the acquisition, improvement or construction of the property subject to such Liens; (iv) the replacement, extension or renewal of any Lien permitted by clauses (i) through (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in the direct or indirect obligor) of the Indebtedness secured thereby; (v) Liens upon or with respect to margin stock; (vi) to the extent constituting Liens on Indebtedness, the rights of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from NEP or any Subsidiary; (vii) Liens securing Funded Debt of the Issuer or such Subsidiary Guarantor (including Indebtedness pursuant to the Existing Credit Agreement and the Existing Term Loan Agreements (including any secured Hedging Obligations)) that ranks no more senior in right of payment (irrespective of such Liens) than pari passu with the Guaranteed Securities; provided that as of the date of incurrence of any such Funded Debt, and after giving effect thereto, the aggregate principal amount of all Funded Debt of the Issuer or such Subsidiary Guarantor then outstanding that is secured by Liens granted by the Issuer and the Subsidiary Guarantors or any of them shall not exceed the greater of (a) $1,000,000,000 and (b) the amount that would cause the OpCo Secured Leverage Ratio to exceed 4.0:1.0; and (viii) any other Liens (other than Liens described in clauses (i) through (vii) above, if the aggregate principal amount of the indebtedness secured by all such Liens and security interests (without duplication) does not exceed in the aggregate $10,000,000 at any one time outstanding; provided that (x) the aggregate principal amount of the indebtedness secured by the Liens described in clauses (i) through (iii) above, inclusive, shall not exceed the greater of the aggregate fair value, the aggregate purchase price or the aggregate construction cost, as the case may be, of all properties subject to such Liens and (y) in no event shall the Issuer or any of its Subsidiaries create or permit to exist any Lien on the Equity Interests of NextEra Canadian Holdings.

  • COVENANTS OF PARENT AND THE COMPANY The parties hereto agree that:

  • Representations and Warranties of the Company and the Guarantors The Company and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that: