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Financial Cure
Financial Cure contract clause examples

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article 7), upon the occurrence of an Event of Default as a result of the Administrative Borrower’s failure to comply with Section 6.13(a) above for any Fiscal Quarter, the Administrative Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable (such 15 Business Day period, the “Cure Period”)) to issue Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of its Qualified Capital Stock (the “Cure Amount”), and thereupon the Administrative Borrower’s compliance with Section 6.13(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.13(a) as of the end of such Fiscal Quarter and for applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.13(a) would be satisfied, then the requirements of Section 6.13(a) shall be deemed satisfied as of the end of the relevant Fiscal Quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.13(a) that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, # in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may, but are not required to be, consecutive) in which the Cure Right is not exercised, # during the term of this Agreement, the Cure Right shall not be exercised more than five times, # the Cure Amount shall be no greater than the amount required for the purpose of complying with [Section 6.13(a), (iv)] there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.13(a) for the Fiscal Quarter in respect of which the Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness) and # during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, such Cure Amount shall be disregarded for purposes of determining # whether any financial ratio-based condition to the availability of any carve-out set forth in Article 6 of this Agreement has been satisfied or # the Applicable Rate or the Commitment Fee Rate.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article 7), in the event of the Borrower’s failure to comply with Section 6.14(a) for any Fiscal Quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is ten Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of its Qualified Capital Stock (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.14(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.14(a) as of the end of such Fiscal Quarter and for applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.14(a) would be satisfied, then the requirements of Section 6.14(a) shall be deemed satisfied as of the end of the relevant Fiscal Quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.14(a) that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, # in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised (it being expressly understood and agreed that the Cure Right may be exercised in consecutive Fiscal Quarters), # during the term of this Agreement, the Cure Right shall not be exercised more than five times, # the Cure Amount shall be no greater than the amount required for the purpose of complying with [Section 6.14(a), (iv)] from the date of the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”) through the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable (such period, the “Cure Period”), neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall have any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall have any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents that would be available on the basis of an Event of Default resulting from the failure to comply with [Section 48054934.2]

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article 7), upon the occurrence of an Event of Default as a result of the Administrative Borrower’s failure to comply with [Section 6.13(a)] above for any Fiscal Quarter, the Administrative Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to [Section 5.01(a) or (b)])], as applicable (such 15 Business Day period, the “Cure Period”)) to issue Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of its Qualified Capital Stock (the “Cure Amount”), and thereupon the Administrative Borrower’s compliance with [Section 6.13(a)] shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with [Section 6.13(a)] as of the end of such Fiscal Quarter and for applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of [Section 6.13(a)] would be satisfied, then the requirements of [Section 6.13(a)] shall be deemed satisfied as of the end of the relevant Fiscal Quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of [Section 6.13(a)] that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, # in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may, but are not required to be, consecutive) in which the Cure Right is not exercised, # during the term of this Agreement, the Cure Right shall not be exercised more than five times, # the Cure Amount shall be no greater than the amount required for the purpose of complying with [Section 6.13(a), (iv)])] there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure

Financial Covenant Cure Provision. To the extent that the Borrowers are not in compliance with a financial covenant set forth in [Section 5.7(a) and (b)])] above, (the “Failed Financial Covenant” or if the Borrowers are not in compliance with more than one financial covenant for the same period, the “Failed Financial Covenants”) for any applicable testing period (a “Failed Testing Period”), the Borrowers shall have the opportunity to recalculate the Failed Financial Covenant (or Failed Financial Covenants) for such Failed Testing Period by increasing the amount used for the Consolidated EBITDA calculation for such Failed Testing Period by the Cure Amount. Each Cure Amount shall consist of net proceeds from either # new cash equity contributions by Parent to one or more Borrowers, or # Parent Intercompany Loans. The applicable Cure Amount must be received by the Borrowers by no later than ten (10) Business Days after the date upon which the Administrative Agent should have received, pursuant to [Section 5.3(c)] hereof, the Compliance Certificate for the fiscal quarter that corresponds to the last day of the applicable Failed Testing Period. A recalculation of a Failed Financial Covenant (or Failed Financial Covenants) pursuant to this subsection # shall be deemed to render the Borrowers in compliance with such Failed Financial Covenant (or Failed Financial Covenants) for such Failed Testing Period for purposes of calculating the applicable financial covenant (but not for purposes of calculating any baskets hereunder, the Applicable Commitment Fee Rate, the Applicable Margin, reducing the Indebtedness of the Borrowers or for any other purpose). Any application of a Cure Amount as set forth above shall be deemed to have occurred during the last fiscal quarter of such Failed Testing Period and shall continue to be in effect (for such fiscal quarter) for so long as such fiscal quarter continues to be part of the financial covenant calculations. Notwithstanding anything in this subsection # to the contrary, the Borrowers shall not be permitted to cure a Failed Financial Covenant (or Failed Financial Covenants) for # two consecutive Failed Testing Periods, and # more than four Failed Testing Periods during the Commitment Period.

Cure. Seller may, but shall not be obligated to, cure Title Defects prior to the Closing or after the Closing subject to the provisions of this Section 3.2(f) and Section 3.2(g). In the event Seller elects, in its sole discretion, to cure one or more Title Defects after Closing, Seller shall deliver a written notice to Buyer prior to Closing identifying the Title Defects that Seller have elected to cure (the “Cure Notice”). If Seller timely delivers a Cure Notice, the Tract or Tracts affected by the Title Defects described in the Cure Notice shall be retained by Seller at Closing, and subject to Section 3.2(d), the Purchase Price shall be reduced by the Allocated Value of the Tract or Tracts so retained by Seller. Seller shall be permitted, but shall not be obligated, to attempt to cure such Title Defects for a period of ninety (90) days after Closing (such period, the “Cure Period”), during which time, Buyer shall cooperate with Seller in connection with any such attempts by Seller to so cure. In the event that Seller cures any such Title Defect during the Cure Period, subject to Section 3.2(g), (i) Seller shall promptly notify Buyer that the Title Defect has been cured, # Buyer shall pay to Seller an amount in cash equal to the amount by which the Purchase Price (including the portion of such adjustment accounted for in Shares pursuant to Section 2.4(d)) was reduced at Closing with respect to such excluded Assets (or portion thereof) (the “Delayed Closing Date”), in accordance with the terms of this Agreement, and # Seller shall convey the Assets so excluded at Closing on the Delayed Closing Date pursuant to an instrument effective as of the Effective Time substantially in the same form as the Conveyance.

Cure. Lytix may not terminate this Agreement pursuant to [Section 0] if # Verrica’s activities with respect to a Competing Product are either by an Acquirer of Verrica or an Affiliate that became and an Affiliate of Verrica after the Effective Date and # Verrica # ceases Development or Commercialization activities with respect to such Competing Product within such ​-day period such that Lytix would not otherwise have had the right to terminate this Agreement pursuant to [Section 0] or # notifies Lytix in writing that Verrica intends to complete the Divestiture of such Competing Product and so completes such Divestiture within ​ months from the receipt of notice under [Section 13.3(a)].

Financial Covenant Cure Provision. To the extent that the Borrowers are not in compliance with a financial covenant set forth in [Section 5.7(a) and (b)])] above, (the “Failed Financial Covenant” or if the Borrowers are not in compliance with more than one financial covenant for the same period, the “Failed Financial Covenants”) for any applicable testing period (a “Failed Testing Period”), the Borrowers shall have the opportunity to recalculate the Failed Financial Covenant (or Failed Financial Covenants) for such Failed Testing Period by increasing the amount used for the Combined EBITDA calculation for such Failed Testing Period by the Cure Amount. Each Cure Amount shall consist of net proceeds from either # new cash equity contributions by Parent to one or more Borrowers, or # Parent Intercompany Loans. The applicable Cure Amount must be received by the Borrowers by no later than ten (10) Business Days after the date upon which the Administrative Agent should have received, pursuant to [Section 5.3(c)] hereof, the Compliance Certificate for the fiscal quarter that corresponds to the last day of the applicable Failed Testing Period. A recalculation of a Failed Financial Covenant (or Failed Financial Covenants) pursuant to this subsection # shall be deemed to render the Borrowers in compliance with such Failed Financial Covenant (or Failed Financial Covenants) for such Failed Testing Period for purposes of calculating the applicable financial covenant (but not for purposes of calculating any baskets hereunder, the Applicable Commitment Fee Rate, the Applicable Margin, reducing the Indebtedness of the Borrowers or for any other purpose). Any application of a Cure Amount as set forth above shall be deemed to have occurred during the last fiscal quarter of such Failed Testing Period and shall continue to be in effect (for such fiscal quarter) for so long as such fiscal quarter continues to be part of the financial covenant calculations. Notwithstanding anything in this subsection # to the contrary, the Borrowers shall not be permitted to cure a Failed Financial Covenant (or Failed Financial Covenants) for # two consecutive Failed Testing Periods, and # more than four Failed Testing Periods during the Commitment Period.

Cure. To cure any Event of Default in such manner as deemed appropriate by Lender;

Cure. In the event of an assumption of the Lease by a debtor, receiver or trustee, such debtor, receiver or trustee shall immediately after such assumption # cure any default or provide adequate assurances that defaults will be promptly cured; and # compensate Landlord for actual pecuniary loss or provide adequate assurances that compensation will be made for actual pecuniary loss; and # provide adequate assurance of future performance.

Cure. Sellers may, but shall not be obligated to, cure Title Defects prior to the Closing or after the Closing subject to the provisions of this Section 3.2(f) and Section 3.2(g). In the event Sellers elect, in their sole discretion, to cure one or more Title Defects after Closing, Sellers shall deliver a written notice to Buyer prior to Closing identifying the Title Defects that Sellers have elected to cure (the “Cure Notice”). If Sellers timely deliver a Cure Notice, the Tract or Tracts affected by the Title Defects described in the Cure Notice shall be retained by Sellers at Closing, and subject to Section 3.2(d), the Purchase Price shall be reduced by the Allocated Value of the Tract or Tracts so retained by Sellers. Sellers shall be permitted, but shall not be obligated, to attempt to cure such Title Defects for a period of ninety (90) days after Closing (such period, the “Cure Period”), during which time, Buyer shall cooperate with Sellers in connection with any such attempts by Sellers to so cure. In the event that Sellers cure any such Title Defect during the Cure Period, subject to Section 3.2(g), (i) Sellers shall promptly notify Buyer that the Title Defect has been cured, # Buyer shall pay to Sellers the amount by which the Purchase Price was reduced at Closing with respect to such excluded Assets (or portion thereof), on the first business day following the expiration of the Cure Period (the “Delayed Closing Date”), in accordance with the terms of Agreement, and # Sellers shall convey the Assets so excluded at Closing on the Delayed Closing Date pursuant to an instrument effective as of the Effective Time substantially in the same form as the Conveyance.

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