10. Ordinary Course: The Hardest Covenant

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com.A decision that saves the business can still hand the buyer a closing weapon. This episode treats the ordinary-course covenant as the interim governance charter for a company with two masters, then runs three live-fire scenarios through the text: a 15% concession for a 22%-of-revenue customer, $800,000 in retention bonuses blocked by a no-increase-in-compensation covenant, and $1.2 million of emergency repairs against a $500,000 capex limit. The discussion tracks AB Stable’s pressure on "consistent with past practice," why consent mechanics and response timing are substance rather than process, how efforts standards allocate execution burden, and why operating matrices, gun-jumping discipline, and emergency carveouts now sit at the center of interim-covenant drafting.Production disclosure:This podcast is for informational and educational purposes only. It is not legal advice, does not create an attorney-client relationship, and is not a substitute for advice from counsel licensed in your jurisdiction. Law and deal practice change, and information may become outdated. No confidential client, deal, or matter information is discussed. The views expressed are the author’s alone and do not reflect the views of the author’s firm or its clients.This podcast includes AI-assisted writing and AI-generated audio. The underlying instructional modules were developed with substantial assistance from OpenAI GPT-5.4, reviewed and refined with input from Anthropic Claude Opus 4.6, and further synthesized into audio by Google NotebookLM. Final topic selection, source curation, and editorial judgment remain with the creator. Some episodes may retain occasional stylistic or tonal artifacts from AI-assisted production.