Covenants Regarding the Incurrence of Indebtedness. (a) Delphi hereby covenants and agrees that, for so long as GM continues to beneficially own at least 50% of the outstanding shares of Delphi Common Stock, Delphi shall not, and shall not permit any of its Subsidiaries to, without GM's prior written consent (which it may withhold in its sole and absolute discretion), take any of the following actions:
(i) create, incur, assume or suffer to exist any Delphi Indebtedness in excess of an aggregate of $5.0 billion outstanding at any time; provided, however, that Delphi may consummate, or agree to consummate, any acquisition or other similar transaction or series of related transactions involving Delphi or any of its Subsidiaries acquiring Control of any Person (an "Acquisition Target") as a result of which the Delphi Indebtedness would exceed $5.0 billion so long as both (A) the Acquisition Target has an FFO to Debt Ratio equal to or greater than 20% and (B) the Delphi Indebtedness after giving effect to such transaction(s) (including, without duplication, any Delphi Indebtedness incurred in connection therewith and any Target Indebtedness that will become Delphi Indebtedness as a result of such transaction(s)) would not exceed $6.0 billion; and
(ii) consummate, or agree to consummate, any acquisition or other similar transaction or series of related transactions involving Delphi or any of its Subsidiaries acquiring Control of any Acquisition Target with an FFO to Debt Ratio
(b) In order to implement this Section 5.3, Delphi shall notify GM in writing at least 15 Business Days prior to the time it or any of its Subsidiaries contemplates incurring any Delphi Indebtedness or agreeing to acquire Control of an Acquisition Target of its intention to do so and shall either (i) demonstrate to GM's satisfaction that this Section 5.3 shall not be violated by such proposed additional Delphi Indebtedness or acquisition or (ii) obtain GM's prior written consent to such proposed additional Delphi Indebtedness or acquisition. Any such written notification from Delphi to GM shall include documentation of any existing Delphi Indebtedness and estimated Delphi Indebtedness after giving effect to such proposed incurrence of additional Delphi Indebtedness or acquisition and, if delivered in connection with any transaction(s) involving an Acquisition Target, (A) documentation of the Acquisition Target's Target Indebtedness, (B) calculations of the Acquisition Target's FFO to Debt Ratio and (C) calculations of compliance with this ...
Covenants Regarding the Incurrence of Indebtedness. (a) WPX hereby covenants and agrees that, for so long as WMB is required to consolidate the results of operations and financial position of WPX and any other members of the WPX Group or to account for its investment in WPX under the equity method of accounting (determined in accordance with GAAP consistently applied and consistent with SEC reporting requirements), WPX will not, and WPX will not permit any other member of the WPX Group to, without WMB’s prior written consent (which WMB may withhold in its sole and absolute discretion), create, incur, assume or suffer to exist any WPX Indebtedness (other than the WPX Borrowing).
(b) In order to implement this Section 5.3, WPX will notify WMB in writing at least 45 Business Days prior to the time it or any other member of the WPX Group contemplates incurring any WPX Indebtedness of its intention to do so and will obtain WMB’s prior written consent to the incurrence of such proposed additional WPX Indebtedness. Any such written notification from WPX to WMB will include documentation of any existing WPX Indebtedness and estimated WPX Indebtedness after giving effect to such proposed incurrence of additional WPX Indebtedness. WMB will have the right to verify the accuracy of such information and WPX will cooperate fully with WMB in such effort (including, without limitation, by providing WMB with access to the working papers and underlying documentation related to any calculations used in determining such information).
Covenants Regarding the Incurrence of Indebtedness. (a) WhiteWave covenants and agrees that prior to the IPO Settlement, WhiteWave shall not, and WhiteWave shall not permit any other WhiteWave Group Member to, without Xxxx Foods’ prior written consent, directly or indirectly, solicit, initiate or encourage any negotiations or discussions with respect to any offer or proposal for WhiteWave Indebtedness, other than the WhiteWave Bank Facilities.
(b) WhiteWave covenants and agrees, that notwithstanding any other provision in this Agreement to the contrary, prior to the IPO Settlement, WhiteWave shall not, and WhiteWave shall not permit any other WhiteWave Group Member to, without the prior written consent of the Executive Committee of the Xxxx Foods Board of Directors, directly or indirectly, (i) incur any WhiteWave Indebtedness (other than pursuant to the Inter-Group Notes and the WhiteWave Indebtedness set forth on Schedule 5.3); (ii) amend the WhiteWave Bank Facilities; or (iii) fail to comply in any material respect with all of the terms and conditions of the WhiteWave Bank Facilities after giving effect to any applicable cure period provided for therein.
(c) WhiteWave covenants and agrees that after the IPO Settlement and through the Distribution Date, WhiteWave shall not, and WhiteWave shall not permit any other WhiteWave Group Member to, without the prior written consent of the Executive Committee of the Xxxx Foods Board of Directors, directly or indirectly, (i) incur any WhiteWave Indebtedness other than pursuant to the WhiteWave Bank Facilities or as set forth on Schedule 5.3; (ii) amend the WhiteWave Bank Facilities; or (iii) fail to comply in all material respects with all of the terms and conditions of the WhiteWave Bank Facilities after giving effect to any applicable cure period provided for therein. In order to implement this Section 5.3(c), WhiteWave shall notify Xxxx Foods within a reasonable period of time, but in no event less than 24 hours prior to the time it or any other WhiteWave Group Member intends to incur any WhiteWave Indebtedness of its intention to do so and obtain Xxxx Foods’ consent to the incurrence of such proposed additional WhiteWave Indebtedness.
(d) WhiteWave hereby covenants and agrees that, for so long as WhiteWave constitutes a “Restricted Subsidiary” as such term is defined in the Xxxx Foods Credit Agreement, WhiteWave shall not, and WhiteWave shall not permit any other WhiteWave Group Member to, without Xxxx Foods’ prior written consent, create, incur, assume or suffe...
Covenants Regarding the Incurrence of Indebtedness. (a) Freescale covenants and agrees that prior to the consummation of the IPO, Freescale will not, and Freescale will not permit any other member of the Freescale Group to, without Motorola’s prior written consent (which Motorola may withhold in its sole and absolute discretion), directly or indirectly, solicit, initiate or encourage any negotiations or discussions with respect to any offer or proposal for Freescale Indebtedness, other than for (i) the Freescale High Yield Notes and (ii) the Freescale Bank Facilities.
(b) Freescale covenants and agrees, that, notwithstanding any other provision in this Agreement to the contrary, prior to the consummation of the IPO, Freescale will not, and Freescale will not permit any other member of the Freescale Group to, without Motorola’s prior written consent (which Motorola may withhold in its sole and absolute discretion), directly or indirectly, incur any Freescale Indebtedness (other than Inter-Group Indebtedness). Freescale covenants and agrees that after the consummation of the IPO and through the Distribution Date, Freescale will not, and Freescale will not permit any other member of the Freescale Group to, without Motorola’s prior written consent (which Motorola may withhold in its sole and absolute discretion), directly or indirectly, incur any Freescale Indebtedness other than in accordance with the terms of the Freescale High Yield Notes and the Freescale Bank Facilities.
(c) Freescale hereby covenants and agrees that, for so long as Freescale constitutes a “Subsidiary” as such term is defined in the Motorola Credit Agreement, Freescale will not, and Freescale will not permit any other member of the Freescale Group to, without Motorola’s prior written consent (which Motorola may withhold in its sole and absolute discretion), create, incur, assume or suffer to exist any Freescale Indebtedness if the incurrence of such Freescale Indebtedness would cause Motorola to be in breach of or in default under any Contract the existence of which Motorola has advised Freescale and of which Motorola has furnished Freescale a copy pursuant to Section 5.2(c), or if the incurrence of such Freescale Indebtedness could be reasonably likely to adversely impact the credit rating of any commercial Motorola indebtedness.
(d) In order to implement this Section 5.3, Freescale will notify Motorola in writing at least forty-five (45) Business Days prior to the time it or any other member of the Freescale Group contemplates incurring ...
Covenants Regarding the Incurrence of Indebtedness. (a) The Company covenants and agrees that after the consummation of the IPO and through the Disposition Date, the Company will not, and the Company will not permit any other member of the Company Group to, without Pfizer’s prior written consent (such consent not to be unreasonably withheld), directly or indirectly, incur any Company Debt Obligations other than pursuant to the Company Financing Arrangements and such other unsecured and uncommitted lines of credit made available to members of the Company Group as of the Effective Date.
(b) In order to implement this Section 7.06, the Company will notify Pfizer in writing as promptly as practicable following the time it or any other member of the Company Group determines it wishes to incur Company Debt Obligations for which Pfizer’s consent is required.
Covenants Regarding the Incurrence of Indebtedness. (a) Verigy covenants and agrees that prior to the consummation of the IPO, Verigy will not, and Verigy will not permit any other member of the Verigy Group to, without Agilent's prior written consent (which Agilent shall not withhold unreasonably), directly or indirectly, solicit, initiate or encourage any negotiations or discussions with respect to any offer or proposal for Verigy Indebtedness (other than any such negotiations or discussions regarding ordinary course non-convertible Verigy Indebtedness).
(b) Verigy covenants and agrees, that, notwithstanding any other provision in this Agreement to the contrary, prior to the consummation of the IPO, Verigy will not, and Verigy will not permit any other member of the Verigy Group to, without Agilent's prior written consent (which Agilent may withhold in its sole and absolute discretion), directly or indirectly, incur any Verigy Indebtedness (other than Inter-Group Indebtedness). Verigy covenants and agrees that after the consummation of the IPO and through the Distribution Date, Verigy will not, and Verigy will not permit any other member of the Verigy Group to, without Agilent's prior written consent (which Agilent may withhold in its sole and absolute discretion), directly or indirectly, incur any Verigy Indebtedness.
Covenants Regarding the Incurrence of Indebtedness. (a) Venator covenants and agrees that after the consummation of the IPO and through the Disposition Date, Venator will not, and Venator will not permit any other member of the Venator Group to, without Huntsman’s prior written consent (such consent not to be unreasonably withheld), directly or indirectly, incur any Venator Debt Obligations other than pursuant to Venator Debt Financing and such other unsecured and uncommitted lines of credit made available to members of the Venator Group as of the Effective Date.
(b) In order to implement this Section 9.4, Venator will notify Huntsman in writing as promptly as practicable following the time it or any other member of the Venator Group determines it wishes to incur Venator Debt Obligations for which Huntsman’s consent is required.
Covenants Regarding the Incurrence of Indebtedness. (a) Venator covenants and agrees that after the consummation of the IPO and through the Disposition Date, Venator will not, and Venator will not permit any other member of the Venator Group to, without Huntsman’s prior written consent (such consent not to be unreasonably withheld), directly or indirectly, incur any Venator Debt Obligations other than pursuant to Venator Debt Financing.
(b) In order to implement this Section 9.4, Venator will notify Huntsman in writing as promptly as practicable following the time it or any other member of the Venator Group determines it wishes to incur Venator Debt Obligations for which Huntsman’s consent is required.
Covenants Regarding the Incurrence of Indebtedness. (a) Envista covenants and agrees that, from and after the Effective Date until the Disposition Date, Envista will not, and Envista will not permit any other member of the Envista Group to, without Xxxxxxx’x prior written consent, directly or indirectly, incur any Envista Debt Obligations other than pursuant to Envista Financing Arrangements and such other unsecured and uncommitted lines of credit made available to members of the Envista Group as of the Effective Date.
(b) In order to implement this Section 7.7, Envista will notify Xxxxxxx in writing as promptly as practicable following the time it or any other member of the Envista Group determines it wishes to incur any Envista Debt Obligations for which Xxxxxxx’x prior written consent is required.
Covenants Regarding the Incurrence of Indebtedness. From the Effective Date until the Disposition Date, Filtration shall not, and Filtration shall not permit any other member of the Filtration Group to, without Cxxxxxx’x prior written consent, directly or indirectly, incur, or enter into any agreement or other arrangement pursuant to which it agrees to incur, any Filtration Debt Obligations other than pursuant to Filtration Financing Arrangements and such other unsecured and uncommitted lines of credit made available to members of the Filtration Group as of the Effective Date. Filtration shall notify Cummins in writing as promptly as practicable following the time it or any other member of the Filtration Group determines it wishes to incur any Filtration Debt Obligations for which Cxxxxxx’x prior written consent is required.
