1Indebtedness Sample Clauses

1Indebtedness. No Note Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: (a) the Obligations. (b) Indebtedness of any Guarantor Subsidiary or Company to any other Guarantor Subsidiary, or of Company to any Guarantor Subsidiary; provided, (i) all such Indebtedness shall be evidenced by the Intercompany Note, and shall be subject to a First Priority Lien pursuant to the Pledge and Security Agreement, (ii) all such Indebtedness shall be unsecured and subordinated in right of payment to the Payment in Full of all Obligations pursuant to the terms of the Intercompany Note and (iii) any payment by any such Guarantor Subsidiary under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Guarantor Subsidiary to Company or to any of its Subsidiaries for whose benefit such payment is made; (c) Indebtedness up to $15,000,000 incurred by Company, provided, that such Indebtedness (i) is structured as an asset-based revolver facility (“ABL Facility”) on terms and conditions acceptable to Company and Requisite Purchasers (including that the terms of the ABL Facility must be no more favorable to the lenders under the ABL Facility than the terms of this Agreement are to the Purchasers); (ii) the net Cash proceeds shall be sufficient to, and shall be applied to, repay in full the New Money Notes, and the New Money Purchase Commitments shall be terminated, in each case on the closing date of the ABL Facility, (iii) is secured only by (x) priming Liens on raw materials, WIP, finished goods, inventory, receivables, and any proceeds of any of the foregoing (the “ABL Priority Collateral”), which Liens shall be senior to the Liens on the ABL Priority Collateral securing the Obligations, and (y) junior Liens on all other Collateral ​ ​ and (iv) shall be subject to an intercreditor agreement on terms reasonably acceptable to the Requisite Purchasers; (d) Indebtedness incurred by Holdings or any of its Subsidiaries arising from agreements providing for customary indemnification or from customary guaranties or letters of credit, surety bonds or performance bonds securing the performance of Holdings or any such Subsidiary pursuant to such agreements in connection with Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of Holdings or ...
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1IndebtednessEach Loan Party will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except for Permitted Indebtedness.
1Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) the Obligations; (b) Indebtedness owing under Hedge Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (c) Indebtedness (not otherwise permitted by this Section 9.1) existing on the Closing Date and listed on Schedule 9.1, and any refinancings, refundings, renewals or extensions thereof; provided, that, (i) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, (ii) the final maturity date and weighted average life of such refinancing, refunding, renewal or extension shall not be prior to or shorter than that applicable to the Indebtedness prior to such refinancing, refunding, renewal or extension and (iii) any refinancing, refunding, renewal or extension of any Subordinated Indebtedness shall be (A) on subordination terms (taken as a whole) at least as favorable to the Lenders, (B) no more restrictive (taken as a whole) on Holdings and its Subsidiaries than the Subordinated Indebtedness being refinanced, refunded, renewed or extended and (C) in an amount not less than the amount outstanding at the time of such refinancing, refunding, renewal or extension; (d) (i) Attributable Indebtedness and other Indebtedness (including Capital Lease Obligations but excluding (x) Indebtedness described in clause (ii) below or (y) Indebtedness referred to in Section 9.1(r)(ii)) of any Credit Party or any of the Subsidiaries evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition, purchase, construction, improvement or remodel of a fixed or capital asset of any Borrower or its Subsidiaries to the extent that the aggregate amount of such Indebtedness does not exceed the Threshold Amount at any time outstanding, and (ii) Indebtedness in respect of Capitalized Lease Obligations that are in the nature of Sale and Leaseback Transactions, to the extent permitted by Section 9.12; (e) Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with an Investment permitted pursuant to Sectio...
1Indebtedness. Neither ESCO nor any Subsidiary of ESCO shall directly or indirectly, create, incur, assume, or guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness other than Permitted Indebtedness.
1Indebtedness. Be indebted for borrowed money, the deferred purchase price of property, or leases which would be capitalized in accordance with GAAP; or become liable as a surety, guarantor, accommodation party or otherwise for or upon the obligation of any other Person, except for Permitted Indebtedness.
1Indebtedness. Incur, create, assume or permit to exist any Indebtedness, except: (a) Indebtedness to the Bank arising under this Loan Agreement and evidenced by the Note; (b) Indebtedness for borrowed money under notes and lease obligations reflected in the 10Q of Borrower filed most recently prior to the Closing Date and Permitted Refinancings thereof, but excluding Indebtedness which is concurrently herewith being paid and satisfied; (c) Trade accounts payable, taxes payable, deferred sales, accrued employees’ bonuses and withheld amounts, accrued liabilities with respect to contributions to pension plans and other similar short-term obligations incurred by Borrower in the normal course of operating its business, provided that Borrower shall not be in default (subject to applicable grace periods) with respect to any of such obligations where such default could reasonably be expected to have a Material Adverse Effect; (d) Indebtedness related to Chassis Financing; (e) Intercompany loans and balances, made and existing in the normal course of business, among the Consolidated Companies, which will not have a Material Adverse Effect; and (f) The Permitted Borrowings.
1Indebtedness. Each Borrower will not, and will not permit any of its Subsidiaries to create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except for Permitted Indebtedness.
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1Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except (subject to the penultimate sentence of this Section): (a) Indebtedness created pursuant to the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing on the date hereof and set forth on Schedule 7.1 and, other than in the case of the Existing Note Purchase Agreements and the Letter of Credit Facilities Agreement, extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement); (c) Indebtedness of the Borrower or any of its Subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (provided that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvements), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement); provided that the aggregate principal amount of such Indebtedness does not exceed $10,000,000 at any time outstanding;
1Indebtedness. The Borrower will not, and will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness or issue any Equity Interests constituting a Disqualified Equity Interest, except: ​ CREDIT AGREEMENT – Page 66 ​ (a) the Obligations under the Loan Documents; (b) Indebtedness outstanding on the Closing Date and listed on Schedule 7.1(b) (to the extent not already permitted hereunder) and any refinancings, refundings, renewals or extensions thereof; provided that (i) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the direct or contingent obligor with respect thereto is not changed; (c) Guarantees of the Borrower or any Subsidiary in respect of Indebtedness of the Borrower or any Subsidiary otherwise permitted hereunder, provided that the primary obligation being guaranteed is not prohibited by this Agreement; (d) (i) Bank Product Obligations, other than Hedge Agreements, and (ii) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Hedge Agreement, provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of mitigating risks associated with liabilities, commitments, investments, assets or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for speculative purposes; (e) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 6.2(l); provided that the aggregate amount of all such Indebtedness at any time outstanding shall not exceed $5,000,000. (f) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business and deposits or letters of credit issued to secure any such indebtedness; (g) Indebtedness (i) resulting from a bank or other financial ...
1Indebtedness. Borrow any monies or create any Indebtedness except (a) indebtedness represented by the Obligations, (b) other indebtedness of Loan Parties to the Bank, (c) as set forth on Schedule 3.11 attached hereto, (d) unsecured indebtedness to its members or shareholders, as applicable, provided that there shall be no repayment of any such indebtedness if there is an Event of Default then in existence under any of the Loan Documents, (e) accounts payable to trade creditors arising out of purchases of goods or services in the ordinary course of business, provided that (i) each such account payable is payable not later than 60 days after the original invoice date according to the original terms of sale and (ii) each such account payable is not overdue by more than 60 days according to the original terms of sale, unless the applicable Loan Party is disputing the amount or validity of same in good faith; (f) indebtedness secured by Liens permitted by clauses (e) and (i) of the definition ofPermitted Liens,” and (g) guarantees of any of the Indebtedness permitted by this Section 6.1.
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