Financial Covenants of Guarantor Clause Samples

Financial Covenants of Guarantor. Obligor shall cause Guarantor to be in compliance with the following: (a) Guarantor’s Total Leverage Ratio shall not be greater than .65 to 1.0 prior to the Initial Maturity Date or greater than .60 to 1.0 during the Extension Term. (b) Guarantor’s Consolidated Tangible Net Worth shall, at all times, be equal to or greater than an amount equal to Seven Hundred Million Dollars ($700,000,000) plus seventy-five percent (75%) of the net proceeds to Guarantor of any new issuances of common Capital Stock but excluding therefrom (x) the proceeds of any common Capital Stock of Guarantor or Guarantor used in a transaction or a series of transactions to redeem all or any portion of an outstanding issue of Capital Stock (including payment in connection therewith of any accrued Dividends in accordance herewith) or (y) Capital Stock of Guarantor or Guarantor issued to discharge Indebtedness. (c) For purposes of this Section 4.28, the terms “Total Leverage Ratio”, “Initial Maturity Date”, “Extension Term”, “Consolidated Tangible Net Worth” and “Capital Stock” shall have the meanings provided in the documents evidencing and/or securing the Revolver Loan. If, at any time, the financial covenants applicable to Guarantor pursuant to the Revolver Loan documents shall be amended, then (i) Obligor shall promptly notify Agent and furnish Agent with a copy of the same and (ii) in lieu of the above, Guarantor shall comply with such amended financial covenants.

Financial Covenants of Guarantor. (a) Guarantor (i) shall keep and maintain complete and accurate books and records and (ii) shall permit Lender and any authorized representatives of Lender to have access to and to inspect, examine and make copies of the books and records, any and all accounts, data and other documents of Guarantor, at all reasonable times, during normal business hours, at Guarantor’s address for notices as set forth herein upon the giving of reasonable notice of such intent. Guarantor shall also provide to Lender, upon Lender’s reasonable request, such information as Lender may reasonably request, from time to time, in such detail as may reasonably be required by Lender. (b) Without limiting the provisions of Section 26(a), Lender shall have the right, at any time and from time to time upon the occurrence and continuance of an “Event of Default” hereunder or under the other Loan Documents, to audit the books and records of Guarantor. (c) During the term hereunder, sGuarantor will furnish or cause to be furnished to Lender, as soon as available, and in any event within one hundred and twenty (120) days after the end of each fiscal year, (i) the annual consolidated financial statements of American Realty Capital New York City REIT, Inc., which are inclusive of the Guarantor, which financial statements shall be in form substantially similar to those previously delivered by Guarantor to Lender and which shall include a balance sheet, income statement, and statement of cash flows, and (ii) a certificate delivered to Lender by Guarantor which is signed by Responsible Officer of Guarantor certifying as to the Net Worth and Liquidity of Guarantor as of the end of the preceding fiscal year. All such annual financial statements shall (A) be prepared and audited by a “Big 4” accounting firm or other independent certified public accountant reasonably acceptable to Lender, (B) be certified by Guarantor to Lender as true, correct and complete, in all material respects and (C) contain such backup and/or supporting information as may be reasonably requested by Lender. In addition, Guarantor shall promptly furnish to Lender any other financial information reasonably requested by Lender from time to time in respect of Guarantor. (d) Guarantor shall, at all times while the Debt remains unsatisfied, maintain a Net Worth of not less than $100,000,000.00 and Liquidity of not less than $5,000,000.00, in each case as calculated in accordance with GAAP. (e) As used in this Section, the following ...

Financial Covenants of Guarantor. Guarantor covenants and agrees that from the date hereof and until payment in full of the Guaranteed Obligations:

Financial Covenants of Guarantor. Guarantor hereby makes the following additional affirmative covenants: (a) At all times while the Indebtedness remains unsatisfied, Guarantor shall maintain and comply with the financial covenants set forth in the Guarantor Existing Credit Facility (as defined in Section 34(b)(i) below) (which as of the date hereof are set forth in Section 7.11 of the Credit Agreement referenced in Section 34(b)(i) below). For purposes of clarity, (i) in the event that any financial covenants set forth in any Guarantor Existing Credit Facility shall be amended, modified, replaced or expanded, then Guarantor shall automatically be required to satisfy such financial covenants, as amended, modified, replaced or expanded, without further action or amendment required under this Guaranty and (ii) in the event that Guarantor is in a “Default” or “Event of Default” (as defined in the Guarantor Existing Credit Facility referenced in Section 34(b)(i) below, or as such terms or equivalent terms may be defined under a Guarantor Existing Credit Facility referenced in Section 34(b)(i) or (ii) below) as a result of failure to comply with the financial covenants of the Guarantor Existing Credit Facility, then Guarantor shall be deemed to be in a Default or Event of Default, as applicable, hereunder.

Financial Covenants of Guarantor. Guarantor covenants and agrees that from the date hereof and until payment in full of the Guaranteed Obligations, Guarantor shall comply with the financial covenants set forth below, using the financial information for Guarantor, its Subsidiaries, Affiliates and its holding company or Parent, as applicable:

Financial Covenants of Guarantor. In the event that Guarantor becomes an operating company or ceases to be a holding company, Seller agrees, at the sole option of Buyer, to enter into an amendment to this Agreement to require Guarantor to make financial representations, warranties and covenants to Buyer, the substance of which shall contain financial tests substantially similar to the financial tests contained in Sections 12(p) and 13(q) herein. Seller shall provide prompt notice to Buyer in the event that Guarantor acquires any new Subsidiary.

Financial Covenants of Guarantor. NET agrees to the following provisions from the date of this Agreement and until final payment in full of the Obligations, unless Bank shall otherwise consent in writing: Current Ratio. NET and its Subsidiaries shall, at all times, maintain on a consolidated basis a Current Ratio of not less then 1.25 to 1.00. "Current Ratio" shall mean the ratio of current assets to current liabilities. "Current Assets" shall mean the sum of cash and cash equivalents, short-term investments, trade accounts receivable (net of any allowance for bad debt), inventory and prepaid expenses (including prepaid advertising costs) deposits and other current assets. Tangible Net Worth. NET and its Subsidiaries shall, at fiscal year end June 30, 1998, maintain on a consolidated basis a Tangible Net Worth of at least $1,000,000. At the end of each fiscal year thereafter, Tangible Net Worth shall increase by not less then 25% of the net income earned in that corresponding fiscal year. At the end of the first six months in each fiscal year, Tangible Net Worth shall be no less than it was at the preceding fiscal year end. "Tangible Net Worth" shall mean total assets minus total liabilities. For purposes of this computation, the aggregate amount of any intangible assets of Guarantor or its Subsidiaries, including. without limitation, goodwill, franchise, licenses, patents, trademarks, trade names, copyrights, service marks and brand names, shall be subtracted from total assets, and total liabilities shall exclude debt fully subordinated to Bank.

Financial Covenants of Guarantor. (A) Guarantor’s Adjusted Tangible Net Worth is greater than or equal to $750,000,000; (B) the combined amount of unrestricted cash of Guarantor and its Subsidiaries is greater than or equal to $40,000,000; (C) the ratio of Guarantor’s Total Indebtedness to Adjusted Tangible Net Worth is not greater than 5:1; and (D) Guarantor’s consolidated net income has been equal to or greater than $1.00 for at least one (1) of the previous two (2) consecutive fiscal quarters, as of the end of the last fiscal quarter.” (k) Section 18(q) is hereby amended by deleting the section in its entirety and replacing it with the following:

Financial Covenants of Guarantor. So long as this Agreement remains in effect, Guarantor shall at all times (i) maintain an aggregate Tangible Net Worth of not less than Two Hundred Seventy-Five Million and No/100 Dollars ($275,000,000.00), excluding from Tangible Net Worth, however, the Property, the related Loan on the Property, the Collateral and any direct or indirect equity, ownership or other interest in the Property and the Collateral, and (ii) maintain aggregate Liquid Assets of not less than Ten Million and No/100 Dollars ($10,000,000.00) (the foregoing covenants, the “Guarantor Financial Covenants”). As used herein, (i) “Tangible Net Worth” means, subject to the provisions in the preceding sentence, at any time with respect to Guarantor (x) the aggregate tangible assets of Guarantor based on GAAP which such Tangible Net Worth shall include any add backs for accumulated amortization and depreciation (i.e., all assets except for intangible assets such as goodwill, patents, trademarks, copyrights, franchises, research and development), except for any assets resulting from any loans, advances or financial accommodations of any kind between Guarantor and any of its Affiliates, minus (y) the aggregate liabilities of Guarantor, and (ii) “Liquid Assets” means, at any time with respect to Guarantor, assets in the form of cash, cash equivalents, obligations of (or fully guaranteed as to principal and interest by) the United States or any agency or instrumentality thereof (provided the full faith and credit of the United States supports such obligation or guarantee), certificates of deposit issued by a commercial bank having net assets of not less than $500 million, securities listed and traded on a recognized stock exchange or traded over the counter and listed in the National Association of Securities Dealers Automatic Quotations, or liquid debt instruments that have a readily ascertainable value and are regularly traded in a recognized financial market.