Excluded Indebtedness. The Company shall cause any Subsidiary existing as of the date hereof or organized after the date of this Note to be bound by the terms hereof to the same extent as the Company.
Excluded Indebtedness. Schedule 2.4 attached hereto identifies all material Indebtedness related to the Assets. Seller acknowledges that it shall retain all Indebtedness related to the Assets (the “Excluded Indebtedness”) in full and that Pure Cycle shall have no obligation with respect thereto, except such obligations as Pure Cycle may agree to directly with the holders of the Excluded Indebtedness. Schedule 2.4 identifies those Liens on the Assets securing Excluded Indebtedness which Pure Cycle has agreed to permit to remain in place following the Closing. At the Closing, and for so long thereafter as any Excluded Indebtedness is secured by Liens on the Assets, Seller shall pledge fifty percent (50%) of the Shares to Pure Cycle as security for Seller’s obligations under such Excluded Indebtedness in accordance with the terms and conditions of a pledge agreement by Seller in favor of Pure Cycle in the form attached as Exhibit A (the “Seller Pledge Agreement”), which includes provisions concerning partial releases, substitution of collateral, disposition of sales proceeds and other matters.
Excluded Indebtedness. (a) Seller shall continue to be responsible for the Excluded Indebtedness following the Closing. Seller agrees to notify Pure Cycle immediately upon the occurrence of any of the following specified events: (i) any failure by Seller to make any payment when due under the Excluded Indebtedness; (ii) any default by Seller in the observance or performance of any other covenant, term or provision to be performed under the Excluded Indebtedness; (iii) the failure or inability of Seller to pay its debts generally as they become due; (iv) the concealment, removal or transfer of any of Seller’s assets and properties in violation or evasion of any bankruptcy, fraudulent conveyance or similar law; (v) the making of a general assignment by Seller for the benefit of creditors; (vi) the appointment of a receiver for Seller’s assets and properties; (vii) the filing of any petition or the commencement of any proceeding by or against Seller for any relief under bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of debts, reorganization, dissolution or liquidation, which proceeding is not dismissed within sixty (60) days; (viii) any merger in which control of Seller is no longer held by the members of Seller as of the date hereof, sale or other distribution of all or substantially all of the assets of Seller, distribution of substantially all of the assets of Seller to its members, or transfer of control or reorganization of Seller; (ix) the dissolution or termination of Seller’s existence; (x) the suspension of the usual business of Seller (except that the sale of Assets hereunder shall not constitute a suspension of the usual business of Seller); or (xi) the falsity, when made, of any warranty or representation made by Seller to Pure Cycle or a holder of an instrument governing the Excluded Indebtedness.
(b) Seller shall use reasonable efforts to obtain an agreement from each holder of the Excluded Indebtedness (i) to deliver a copy to Pure Cycle of each notice sent to Seller under the instruments governing the Excluded Indebtedness and (ii) permitting Pure Cycle to exercise any rights of Seller to cure any defaults under the Excluded Indebtedness. Between the date hereof and the Closing, Seller shall deliver copies of such agreements to Pure Cycle within ten (10) days after their receipt by Seller. At Closing, Seller shall provide Pure Cycle with written documentation from each holder of Excluded Indebtedness who has executed such a...
Excluded Indebtedness. Indebtedness permitted to be incurred pursuant to the provisions of Section 13.1(a) through Section 13.1(k), inclusive. Fee Letters. Collectively, the Closing Fee Letter and the Agent's Fee Letter. Foreign Subsidiary. A Subsidiary of the Borrower which is not a Domestic Subsidiary.
Excluded Indebtedness. Notwithstanding the provisions of Section 4.16(a), the Company shall not and shall not permit any Subsidiary to create, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for or with respect to, or otherwise permit to exist, any Indebtedness (including any Indebtedness assumed in connection with the acquisition of assets from another Person or as a result of the merger of any Person with or into the Company) unless, at the time of such event, the principal amount of total Indebtedness of the Company and its Subsidiaries would not exceed 100% of the Company's Consolidated Net Worth, provided that for purposes of this requirement, Indebtedness (i) shall not include Excluded Indebtedness and (ii) shall be net of the Interest Reserve Account specified in Section 4.15(a).
Excluded Indebtedness. All Indebtedness of Marathon and its Affiliates that is not identified on Schedule 2.3(d) to the Marathon Asset Transfer and Contribution Agreement Disclosure Letter.
Excluded Indebtedness. All Indebtedness of Ashland and its Affiliates that is not identified on Schedule 3.3(d) to the Ashland Asset Transfer and Contribution Agreement Disclosure Letter.
Excluded Indebtedness. (a) In the case of any Indebtedness of FHGLP to a Falcon Entity or any Indebtedness of a Falcon Entity to FHGLP or another Falcon Entity, FHGLP shall elect either (1) to exclude such Indebtedness from the total Indebtedness of the obligor in determining the net fair market value of the obligor under this Article 3 or (2) to include such Indebtedness in the total Indebtedness of the obligor in determining the net fair market value of the obligor under this Article 3 and to exclude an equal amount of Indebtedness from the total Indebtedness of the obligee in determining the net fair market value of the obligee under this Article 3.
(b) In the case of any Indebtedness for which more than one of FHGLP and the Falcon Entities is an obligor (either primarily or secondarily), FHGLP shall elect to include such Indebtedness in the total Indebtedness of one of such obligors and to exclude such Indebtedness from the total Indebtedness of the other obligors in determining the net fair market value of all the obligors under this Article 3.
(c) In the case of any Indebtedness of FHGLP arising from any guaranty or other agreement (including the Payment Agreements) by FHGLP to pay any liability or obligation for which a Falcon Entity is liable, or any Indebtedness of a Falcon Entity arising from any guaranty or other agreement by such Falcon Entity to pay any liability or obligation for which FHGLP or another Falcon Entity is liable, then FHGLP shall elect either (1) to exclude such Indebtedness from the total Indebtedness of the Person that entered into such guaranty or other agreement in determining the net fair market value of such Person under this Article 3 or (2) to include such Indebtedness in the total Indebtedness of the Person that entered into such guaranty or other agreement in determining the net fair market value of such Person under this Article 3 and to exclude the Indebtedness that such Person has guaranteed or otherwise agreed to pay pursuant to such guaranty or other agreement from the total Indebtedness of the Person liable therefor in determining the net fair market value of the Person liable therefor under this Article 3.
(d) All elections made by FHGLP pursuant to this Section 3.10 shall be made substantially in accordance with the assumptions used in the preparation of Schedule 3.9 and described therein.
Excluded Indebtedness. Any Indebtedness permitted under §§6.1(a), (b), (c), (d), (e), (f), (g), (h), (j), (k), (l), (n) (subject to clause (A) of the immediately following proviso), (o), (q) (subject to clause (B) of the immediately following proviso) or (r) hereof; provided that (A) the only Indebtedness incurred under §6.1(n) hereof that shall constitute Excluded Indebtedness shall be (i) Indebtedness of Subsidiaries under working capital credit lines or facilities (whether or not committed) in an aggregate principal amount not exceeding $250,000,000 at any time outstanding (which Indebtedness may be guaranteed by the Borrower), (ii) Indebtedness constituting Anticipatory Commercial Paper hereunder or additional commercial paper issued by the Borrower after the Closing Date, (iii) the Incremental Term Loan, (iv) Indebtedness in respect of standby letters of credit and (v) from and after the Closing Date, the CXP Australian Indebtedness and (B) the only Indebtedness incurred under §6.1(q) hereof that shall constitute Excluded Indebtedness shall be the CXP Securitization Indebtedness.
Excluded Indebtedness. Any Indebtedness permitted under §§6.1(a), (b), (c), (d), (e), (f), (g), (h), (j), (k), (l), (n) (subject to the immediately following proviso), (o) or (r) hereof; provided that the only Indebtedness incurred under §6.1(n) hereof that shall constitute Excluded Indebtedness shall be (i) Indebtedness of Subsidiaries under working capital credit lines or facilities (whether or not committed) in an aggregate principal amount not exceeding $450,000,000 at any time outstanding and (ii) Indebtedness constituting Anticipatory Commercial Paper hereunder or additional commercial paper issued by the Borrower after the Closing Date.
