Debt and Liens. Corporation will in reasonable time and due manner inform the Purchaser of any new liens and debts incurred by the Corporation and/or its Subsidiaries while the Principal and accrued Interest is outstanding.
Debt and Liens. Schedule 4.14 is a complete and correct list of each item of Consolidated Total Debt of the Borrower and its Consolidated Subsidiaries in excess of $100,000 (setting forth with respect to each such item the amount and stated maturity of Consolidated Total Debt outstanding, the identity of the Person to whom such Consolidated Total Debt is owed and the date such Consolidated Total Debt was incurred) and each Lien securing any such Debt (setting forth with respect to each such Lien the property subject to such Lien) as of the Closing Date; provided that the aggregate amount of Consolidated Total Debt excluded from this sentence by virtue of being $100,000 or less shall not exceed $5,000,000. The Borrower and its Consolidated Subsidiaries have complied in all material respects with all of the terms of such Debt and Liens and all instruments and agreements relating thereto, and no default or event of default, or event or condition which with notice or lapse of time or both would constitute such a default or event of default on the part of the Borrower or its Consolidated Subsidiaries exists with respect to any such Debt or Lien. None of the properties and assets of the Borrower or any Subsidiary thereof is subject to any Lien, except Liens permitted pursuant to Section 5.13.
Debt and Liens. The Borrowers and their Subsidiaries have no Debt as defined in the Credit Agreement, except as disclosed below: ----------------------------------------------------------------------------------- LENDER COLLATERAL/LIEN ----------------------------------------------------------------------------------- 1. MR. & MRS. XXXXXX XXXXXXX 3 1/2 acres of land @ MORTGAGE-Dickxxx XXX 4001 Xxxxxxxx Xxxxxxx $313,786 OUTSXXXXXXX XX 00-00-00 Xxx Orleans, LA
Debt and Liens. LONG AND SHORT TERM DEBT (INCLUDING CAPITALIZED LEASES) SHORT TERM LINE OF CREDIT The Company has a line of credit secured by the accounts receivable of its United States operations (namely ACT Teleconferencing Services, Inc.) bearing interest at 0.5% over prime rate (9% at December 31, 1997). This line of credit contains certain covenants which include the maintenance of certain financial ratios. The Company is in compliance with these ratios and covenants. The line of credit has a borrowing base restricted to qualified accounts receivable up to $500,000. As of December 31, 1997, the outstanding balance under this line of credit was $455,677. At December 31, 1997, the Company had a short term note payable to a telecommunications vendor for $77,577, bearing interest at 10%. This note is collateralized by a second lien over the accounts receivable of ACT Teleconferencing Services and also by a corporate guarantee from ACT Teleconferencing, Inc. This note matures on April 30, 1998 and requires monthly interest and principal payments until that date. SHORT TERM NOTE PAYABLE TO RELATED PARTIES At December 31, 1997, the Company had a 6% note payable to the 20% minority shareholder in ACT Australia (Pty) Limited for $6,762. This loan is expected to be converted to a long term note payable. DECEMBER 31, 1997 1996 --------------------------------------- Long term debt is summarized as follows: Bank note payable, 1.5% over prime, (9.75% at December, 1996) due in monthly principal amounts of $834 plus interest, due August 31, 1999. The loan agreement contains certain covenants, the most restrictive of which includes maintenance of certain financial ratios and a defined borrowing base; additionally, the agreement limits payment of dividends and repurchase or retirement of the Company's stock. - 25,814 Bank note payable, 10% (3.5% over bank's base rate at December 31, 1997) due in monthly installments of $990 plus interest, due December 31, 1998. $ 21,790 $ 28,037 Bank note payable, 14.205%, due in quarterly installments of $20,424 plus interest, due August 31, 1999. 136,158 228,867 Notes payable to vendors bearing interest at rates from 16.125% to 18.102% due in monthly repayments of $3,413 and due July and August, 2002. These notes are collateralized by certain bridging equipment held by ACT Teleconferencing Services, Inc. 133,044 0 Capitalized leases, at interest rates from 5% to 14%, due at various periods through 2002. 321,568 119,340 Capitalized leases, at inter...
Debt and Liens. Except for Debt listed in Attachment F attached to and made a part of this Agreement, create, incur or assume Debt for borrowed money, including capital leases, (b) except as allowed as a Permitted Lien, sell, transfer, mortgage, assign, pledge, lease, grant a Security Interest in, or encumber any of Borrower's assets, or (c) sell with recourse any of Borrower's accounts.
Debt and Liens. Except as disclosed in Section 6.9 of the Company Disclosure Schedule, all Indebtedness of the Company and the Subsidiaries shall have been repaid and all Liens on assets of the Company and each Subsidiary securing, and all guarantees by the Company and each Subsidiary of, any indebtedness shall have been released, in each case other than with respect to any indebtedness owing to the Company or a Subsidiary.
Debt and Liens. The Credit Parties shall not (a) incur, create, assume or permit to exist, or permit any Subsidiary to incur, create, assume or permit to exist, any Indebtedness or Guarantee other than (i) the Obligations under the Credit Documents, (ii) the South Texas Letters of Credit issued under, and up to $75,000,000 in aggregate principal amount of Loans (as defined in the Existing Credit Agreement) made under, the Existing Credit Agreement and Indebtedness under the First Mortgage Bond related thereto, (iii) Indebtedness under the First Mortgage Bond issued to X. Xxxx & Company as in effect on the date hereof, and (iv) Indebtedness incurred by the Borrower to fully repay all outstanding Loans and other Obligations, or (b) pledge, mortgage, hypothecate or permit to exist, or permit any Subsidiary to pledge, mortgage, hypothecate or permit to exist, any Lien upon any Property at any time owned by such Credit Party or a Subsidiary of such Credit Party, other than (i) Liens securing Indebtedness under the First Mortgage Bonds described in clauses (a)(ii) and (iii) above and the related Pledge Agreements (as defined in the Existing Credit Agreement), (ii) Liens securing Indebtedness described in clause (a)(iv) above and (iii) Permitted Encumbrances.
Debt and Liens. Maker has no liabilities other than liabilities owed to Senior Lender or liabilities incurred in the ordinary course of business in connection with the transactions contemplated by the Purchase Agreement. Maker’s assets are not subject to liens and encumbrances other than liens in favor of Senior Lender or Holder.
Debt and Liens. Incur, suffer or permit any Indebtedness other than Permitted Indebtedness (as defined below). In addition, the Company shall not, shall not permit any Subsidiary to incur, suffer or permit any Liens other than Permitted Liens (as defined below). For purposes of this Agreement, the “Permitted Indebtedness” means (i) Indebtedness existing on the date of this Agreement and reflected on the Company’s most recent balance sheet included in the SEC Documents on the date of this Agreement, (ii) other Indebtedness that does not exceed $350,000 in the aggregate at any time, (iii) the Indebtedness set forth on Schedule 4(q)(i), (iv) debt to the Company from Xxxxx Xxxxxxxx in aggregate principal amount not to exceed $1,500,000 and subject to a subordination agreement (acceptable to the Buyer and the Collateral Agent in form and substance) in favor of the Buyers and the Collateral Agent and (v) subject to the satisfaction of the Release Conditions (as defined below) and the Company’s compliance with the ROFR (as defined below), debt from a bank or licensed mortgage lender secured solely by the Mortgaged Property and in an aggregate principal amount not to exceed seventy percent (70%) of the appraised value of the Mortgaged Property determined by a licensed real estate appraiser reasonably acceptable to the Buyers (a “Permitted Real Estate Financing”); “Permitted Liens” means (1) Liens for taxes, assessments and other governmental charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Issuers) have been established in accordance with GAAP, (2) Liens imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, materialmen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in the ordinary course of an Issuer’s business, and which (x) do not individually or in the aggregate materially detract from the value of the property or assets subject to such Lien or materially impair the use thereof in the ordinary course of business or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien, (3) Liens in favor of the Collateral Agent, and (4) Liens existing on the Or...
Debt and Liens. Other than the anticipated transaction with Frontwell Capital Partners (pursuant Centurion Refinancing), the Corporation will not, and will not permit its Subsidiaries to, incur Debt other than for Permitted Debt and will not, and will not permit its Subsidiaries to, create, grant, assume or suffer to exist any Lien upon any of its properties or assets other than Permitted Liens, unless approved by the Purchaser.
