Compliance with Indebtedness Covenants Sample Clauses

Compliance with Indebtedness Covenants. You shall have received on the First Closing Date and Second Closing Date, as the case may be, a certificate of the Company, dated the Closing Date or Second Closing Date, as the case may be, signed on behalf of the Company by either the Chief Executive Officer, the President or the Chief Financial Officer of the Company, to the effect that, and you shall be satisfied that: (i) The only indentures, mortgages, deeds of trust, loan agreements, bonds, debentures, note agreements or other evidences of which any indebtedness to which the Company or any of its subsidiaries is a party or by of them are bound are set forth and delivered to the Initial Purchasers and attached to this Agreement as Exhibit C (true, correct and complete copies --------- of which have been delivered to counsel for the Initial Purchasers). (ii) As of the First Closing Date and any Second Closing Date, as the case may be, the Company is not in breach of, or default under the provisions of the agreements and instruments referred to in paragraph (i) above, and the issuance and sale by the Company of the Firm Securities and Option Securities would not result in a breach of, or constitute a default under, the provisions of the agreements and instruments referred to in paragraph (i) above including, without limitation, with respect to the financial covenants in such agreements and instruments. The Company will attach as an exhibit to such certificate the computations demonstrating the compliance of such financial covenants. Such computations have been made in conformity with the provisions of such agreements and instruments, and the terms used in such agreements and instruments, and the terms used in such computations have the meanings assigned thereto in such agreements and instruments. (iii) Attached as an exhibit to such certificate are copies of any required waivers or amendments or consents in respect of the agreements referred to above. (iv) To such officers' knowledge (after having reviewed the provisions of the agreements and instruments referred to in paragraph (i) above and having made inquiries of those officers and employees of the Company responsible for administering them), as of the date of this Agreement, and as of the First Closing Date or any Second Closing Date, as the case may be, the Company is not in default under, or in breach of, any of the agreements and instruments referred to in paragraph (i) above, nor does any condition exist which, with the giving of notice or pa...
Sample 1
AutoNDA by SimpleDocs
Compliance with Indebtedness Covenants. You shall have received on the First Closing Date and Second Closing Date, as the case may be, a certificate of the Company, dated the Closing Date or Second Closing Date, as the case may be, signed on behalf of the Company by either the Chief Executive Officer and Chief Financial Officer of the Company, to the effect that, and you shall be satisfied that: (i) The only indenture, mortgage, deed of trust, loan agreement, bond, debenture, note agreement or other evidence of indebtedness to which the Company or any of its subsidiaries is a party or by which any of them are bound is the following (true, correct and complete copies of which have been delivered to counsel for the Initial Purchasers). (A) Letter Agreement, dated September 27, 1996, by and among Fleet National Bank, the Company, Alkermes Controlled Therapeutics, Inc. ("ACT I") and Alkermes Controlled Therapeutics Inc. II ("ACT II"), and related evidence of indebtedness, as amended by the First Loan Supplement and Modification agreement dated June 2, 1997 and related agreements and evidence of indebtedness, by the Second Loan Supplement and Modification Agreement dated March 19, 1998, and related agreements and evidence of indebtedness, and by the Third Loan Supplement and Modification Agreement dated September 24, 1998, and related agreements and evidence of indebtedness; Security Agreement, dated as of September 27, 1996, by and among the Company, ACT I, ACT II and Fleet National Bank; Pledge Agreement, dated as of September 27, 1996, between the Company and Fleet National Bank; and Mortgage and Security Agreement, dated as of September 27, 1996, between ACT II and Fleet National Bank; (B) Indenture dated as of March 1, 1998, between the Company and State Street Bank and Trust Company, as trustee with respect to the 6-1/2% Convertible Subordinated Debentures of the Company; and (C) Promissory Note dated October 8, 1998 in the principal amount of $5,983,292 issued by ACT I and Schering Corporation. (ii) As of the First Closing Date and any Second Closing Date, as the case may be, the Company is not in breach of, or default under the provisions of the agreements and instruments referred to in paragraph (i) above, and the issuance and sale by the Company of the Firm Securities and Option Securities would not result in a breach of, or constitute a default under, the provisions of the agreements and instruments referred to in paragraph (i) above including, without limitation, with respect to the finan...
Sample 1
Compliance with Indebtedness Covenants. The financing of any partial prepayment shall be subject to the covenants restricting Indebtedness under Section 4.03(a)(4) of the Indenture.
Sample 1

Related to Compliance with Indebtedness Covenants

  • Compliance with Obligations Buyer must have performed and complied with all its covenants and obligations required by this Agreement to be performed or complied with at or prior to Closing (singularly and in the aggregate) in all material respects.

  • Compliance with Financial Covenants Schedule A attached hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct.

  • Compliance with Agreements and Covenants Purchaser shall have performed and complied in all material respects with all of its covenants, obligations and agreements contained in this Agreement to be performed and complied with by it on or prior to the Closing Date.

  • No Event of Default; Compliance with Instruments No event has occurred and is continuing and no condition exists or will exist after giving effect to the borrowings or other extensions of credit to be made on the Closing Date under or pursuant to the Loan Documents which constitutes an Event of Default or Potential Default. None of the Loan Parties or any Subsidiaries of any Loan Party is in violation of (i) any term of its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents or (ii) any material agreement or instrument to which it is a party or by which it or any of its properties may be subject or bound where such violation would constitute a Material Adverse Change.

  • Compliance with Instruments The execution, delivery and performance of this Agreement and the Escrow Agreement, the compliance with the terms and provisions hereof and the consummation of the transactions contemplated herein, therein and in the Registration Statement and Prospectus by the Company, do not and will not violate or constitute a breach of, or default under (i) the memorandum or articles of association of the Company; (ii) any of the material terms, provisions, or conditions of any material instrument, agreement, or indenture to which the Company is a party or by which it is bound or by which its business, assets, investments or properties may be affected; or (iii) any order, statute, rule, or regulation applicable to the Company, or any of its business, investments, assets or properties, of any court or (to the knowledge of the Company) any governmental authority or agency having jurisdiction over the Company, or any of its business, investments, properties or assets; and to the knowledge of the Company do not and will not result in the creation or imposition of any lien, charge, claim, or encumbrance upon any property or asset of the Company.

  • Compliance with Agreements Promptly and fully comply with all Contractual Obligations to which any one or more of them is a party, except for any such Contractual Obligations (a) the nonperformance of which would not cause a Default or Event of Default, (b) then being contested by any of them in good faith by appropriate proceedings, or (c) if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

  • Limitation on Guarantees of Indebtedness by Restricted Subsidiaries The Company shall not permit any of its Restricted Subsidiaries, other than a Guarantor or the Issuer, to guarantee the payment of any First Lien Obligations, including any Indebtedness (or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

  • Compliance with Agreements and Law Each Restricted Person will perform all material obligations it is required to perform under the terms of each indenture, mortgage, deed of trust, security agreement, lease, franchise, agreement, contract or other instrument or obligation to which it is a party or by which it or any of its properties is bound. Each Restricted Person will conduct its business and affairs in compliance with all Laws applicable thereto.

  • Non-Compliance with Loan Documents (a) Failure by any Loan Party to comply with or to perform any covenant set forth in Section 10.1.5, 10.3(b), 10.5 or 10.9 or Section 11; or (b) failure by any Loan Party to comply with or to perform any other provision of this Agreement or any other Loan Document (and not constituting an Event of Default under any other provision of this Section 13) and continuance of such failure described in this clause (b) for 30 days.

  • Compliance with Usury Laws The mortgage rate (exclusive of any default interest, late charges, Yield Maintenance Charge or Prepayment Premium) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!