Financial Debt. The Guarantor will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Financial Debt, except:
(i) Financial Debt created under the Guaranteed Documents;
(ii) Financial Debt and commitments to provide Financial Debt existing on the date hereof and set forth on Schedule 4.04(a);
(iii) Financial Debt of the Guarantor to any Subsidiary and of any Subsidiary to the Guarantor or any other Subsidiary;
(iv) Financial Debt incurred pursuant to Securitization Transactions;
(v) Financial Debt in respect of capitalized lease obligations, synthetic lease obligations or secured by purchase money security interests, provided that the aggregate principal amount of Financial Debt permitted by this clause (v) shall not exceed $50,000,000 at any time outstanding;
(vi) Guaranties by the Guarantor of Financial Debt incurred by its Subsidiaries otherwise permitted under this Section 4.04(a);
(vii) Financial Debt in respect of Hybrid Securities, Disqualified Equity Interests and Preferred Securities issued by the Guarantor or any trust or other special purpose entity formed by the Guarantor as to which no Subsidiary (other than any such trust or other special purpose entity) of the Guarantor has any obligation;
(viii) Financial Debt in respect of subordinated securities of the Guarantor so long as (a) the obligations of the Guarantor thereunder are unsecured and fully subordinated as to payment and performance in all respects to all of the Obligations of the Guarantor under the Guaranteed Documents, (b) no Subsidiary of the Guarantor has any obligations thereunder and (c) such subordinated securities do not have any required amortization, maturity, Parent Guaranty DC 58448 mandatory put, redemption, repayment, or other similar provision or requirement, or any cash interest thereon, and in any event is not payable, falling due or capable of falling due, prior to at least 91 days after the Final Maturity Date, provided that the Guarantor shall be permitted to make cash interest payments pursuant to the terms of such other subordinated securities so long as (x) no payment Default or Event of Default under the Hanover Credit Agreement so long as the Hanover Credit Agreement is in full force and effect and, otherwise, under the Facility Agreement has occurred and is continuing and (y) the interest rate in respect thereof shall be based on prevailing market rates at the time of issuance of such other subordinated securities;
(ix) Financial Debt in...
Financial Debt. (a) The Borrower shall not incur, assume or permit to exist any Financial Debt except:
(1) that provided in the Financing Plan, including the Loan;
(2) that provided in the Existing Loan Agreements; and
(3) Short-term Debt for working capital purposes in an aggregate amount not to exceed EUR 1,000,000 (or the equivalent thereof in other currencies at then current rates of exchange).
(b) The Borrower shall not enter into any agreement or arrangement to guarantee or, in any way or under any condition, to become obligated for all or any part of any financial or other obligation of another person.
Financial Debt. Incur any additional Financial Debt, unless after giving effect of such debt transaction:
(i) the Liabilities to Tangible Net Worth Ratio is not greater than 1.2; and
(ii) The Peak Debt Service Coverage Ratio is not less than 1.2.
Financial Debt. Any payment on any Financial Debt (including the Financial Debt under the Existing Loan Agreements) of the Borrower (other than the Loan) is not paid when due; or a default of any nature not otherwise provided for in this paragraph occurs under any agreement evidencing any such Financial Debt of the Borrower and such default continues beyond any applicable period of grace; or any such Financial Debt of the Borrower becomes prematurely due and payable or is placed on demand.
Financial Debt. No Target Company owes any Financial Debt to any person outside Sellers' Groups or has any loan agreements and other loan commitments including bonds (with the exception of customary extensions of the due date of trade receivables or payables agreed in the ordinary course of business and of inter-company agreements to be terminated prior to or at Closing) exceeding ten million (10,000,000) USD, in each case, other than (i) Financial Debt owing pursuant to agreements or instruments the details of which are set out in the Data Room, (ii) Financial Debt which will be repaid on or before the Financial Closing Date or (iii) Financial Debt to be taken into account in the Closing Statement and reducing the Final Purchase Price.
Financial Debt. (a) The Borrower shall not incur, assume or permit to exist any Financial Debt except:
(1) prior to the Existing Loans Repayment Date, the Existing Loans;
(2) the Senior Loans;
(3) any Working Capital Facilities (but only in an aggregate available amount not to exceed $20,000,000) (or the equivalent thereof in other currencies at then current rates of exchange);
(4) subject to compliance with Section 3.09(f) and Section 5.07(h), Permitted High Yield Back to Back Debt;
(5) Financial Debt incurred under guarantees of loans of employees of the Borrower, which guarantees are issued pursuant to and in accordance with an employee loan guarantee plan, which plan (i) shall not permit the aggregate obligations of the Borrower under guarantees issued pursuant to such plan to exceed $2,000,000 and (ii) the incurrence of such Financial Debt shall otherwise be on terms satisfactory to NIB, acting reasonably;
(6) any interest rate or currency hedging or similar derivative transaction permitted under Section 6.04;
(7) any indebtedness in connection with a conditional sales contract, hire purchase agreement or other instrument pursuant to which financing of the purchase price of equipment or another tangible asset is provided by a supplier to the Borrower, provided that such financing has a maturity of no longer than 180 days; and
(8) any indebtedness to the Government of Romania or any governmental authority, arising in connection with deferred payment arrangements in respect of the acquisition of the UMTS License.
(b) The Borrower shall not enter into any agreement or arrangement to guarantee or, in any way or under any condition, to become obligated for all or any part of any financial or other obligation of another person, except in the ordinary course of business and only up to an aggregate amount of $2,000,000.
(c) The Borrower shall not pay any principal, interest or any other amount in respect of Permitted High Yield Back to Back Debt, other than interest payments permitted pursuant to Section 2.01(b)(iv) of the Share Retention and Subordination Deed provided that:
(1) at the time of such payment, no Event of Default or Potential Event of Default has occurred and is continuing, and no Event of Default or Potential Event of Default shall occur immediately following such payment; and
(2) at the time of such payment and immediately thereafter the Borrower shall be in full compliance with the covenants set out in Section 5.10(a).
Financial Debt. Annex D sets forth all Financial Debt of the Borrower, and there exists no outstanding default thereunder;
Financial Debt. Annex D sets forth all Financial Debt of the Borrower and its Subsidiaries, as of January 31, 2022, in excess of $10,000,000, and there exists no outstanding default thereunder;
Financial Debt. A. Except for the debts, liabilities or claims set forth in the Last Accounts, as described in Section 11 of the Disclosure Letter and except for those set out in the Restructuring Agreements, (i) there are no debts, liabilities, or claims owed by or against any Group Company, whether contingent or otherwise, and (ii) the Group Company is not a guarantor or indemnitor of, nor has it provided security for, any indebtedness of any person.
B. The total amount of Financial Debt borrowed by each Group Company does not exceed its financial facilities and the total amount of Financial Debt borrowed from whatsoever source does not exceed any limitation on its borrowing contained in the relevant Group Company’s articles of association.
C. No Group Company has received any notice to repay any Financial Debt which is repayable on demand, except for retail deposits which, as created, are repayable on demand.
D. No Financial Debt of any Group Company has become due and payable, or capable of being declared due and payable, before its normal or originally stated maturity and no Group Company has received a demand or other notice requiring any Financial Debt of any Group Company to be paid or repaid before its normal or originally stated maturity.
E. No event of default or any other event or circumstance which would entitle any person to call for early repayment of any Financial Debt of any Group Company or to enforce any security given by any Group Company (or, in either case, any event or circumstance which with the giving of notice would constitute such an event or circumstance) has occurred.
Financial Debt the failure of Borrower to pay when due, or failure to perform or observe any other obligation or condition with respect to any of the following obligations to any Person, beyond any period of grace under the instrument creating such obligation: (i) any indebtedness for borrowed money or for the deferred purchase price of property or services, (ii) any obligations under leases which have or should have been characterised as Capital Leases, or (iii) any contingent liabilities, such as guaranties, for the obligations of others relating to indebtedness for borrowed money or for the deferred purchase price of property or services or relating to obligations under leases which have or should have been characterised as Capital Leases; provided that no such failure will be deemed to be an Prepayment Trigger Event hereunder unless and until the aggregate amount owing under obligations with respect to which such failures have occurred and are continuing is at least USD 25,000,000;
