Financing Agreements, etc Clause Samples
The "Financing Agreements, etc" clause defines the rules and obligations related to any financial arrangements or agreements that a party enters into, such as loans, credit facilities, or security interests. It typically outlines the types of financing that are permitted or restricted, the process for obtaining consent if required, and the reporting or disclosure obligations associated with such agreements. For example, it may require a party to notify the other before taking on new debt or to ensure that new financing does not conflict with existing contractual obligations. The core function of this clause is to manage and control the financial risks associated with entering into additional financing arrangements, thereby protecting the interests of the parties involved.
Financing Agreements, etc. Notwithstanding any other provision ------------------------- of this Agreement, Holding shall not be obligated or permitted to repurchase any Shares from the Purchaser if (i) such repurchase would result in a violation of - the terms or provisions of, or result in a default or an event of default by Holding or any of its Subsidiaries under, (A) the Credit Agreement, dated as of - April 30, 1998 (the "Credit Agreement"), among JCI, the other borrowers thereto, ---------------- Credit Suisse First Boston, as administrative agent, and the lenders party thereto from time to time, (B) the Indenture, dated as of April 30, 1998, among - JCI, the other borrowers thereto and guarantors thereof, and State Street Bank and Trust Company, as trustee (the "Indenture") or (C) any other guarantee, --------- - financing or security agreement or document entered into (I) by Holding or any - Subsidiary thereof prior to the closing date of the Acquisition that remains outstanding in any part on or after such closing date, (II) by Holding or any -- such Subsidiary in connection with the Acquisition, or the financing of the Acquisition or (III) otherwise from time to time in connection with the --- operations of Holding or its Subsidiaries (the Credit Agreement, the Indenture and such other agreements and documents, as each may be amended, modified or supplemented from time to time, are referred to herein as the "Financing --------- Agreements"), in each case as the same may be amended, modified or supplemented ---------- from time to time, (ii) such repurchase would violate any of the terms or -- provisions of the Articles of Incorporation of Holding or the laws of Luxembourg or (iii) Holding has no funds legally available therefor under the laws of --- Luxembourg.
Financing Agreements, etc. Notwithstanding any other provision of this Agreement, the Company shall not be obligated or permitted to purchase any Covered Options from the Grantee if (i) such purchase would result in a violation of the terms or provisions of, or result in a default or an event of default under, (A) the Credit Agreement, (B) the Equipment Packaging Machinery Credit Agreement, dated as of March 21, 1996 (the "PMC Agreement"), among Riverwood International Machinery, Inc., Chemical Bank, as administrative agent, and the lenders party thereto from time to time, (C) the Indenture, dated as of March 27, 1996, among Parent, as issuer, the Company and Newco, as guarantors, and Fleet National Bank of Connecticut, as trustee (the "Senior Note Indenture"), (D) the Indenture, dated as of March 27, 1996, among Parent, as issuer, the Company and Newco, as guarantors, and Fleet National Bank of Massachusetts, as trustee (together with the Senior Note Indenture, the "Indentures"), or (E) any other guarantee, financing or security agreement or document entered into (I) by Riverwood or any of its subsidiaries prior to the Closing Date that remains outstanding in any part on or after the Closing Date, (II) by the Company or any of its subsidiaries in connection with the Acquisition, or the financing of the Acquisition, or (III) otherwise from time to time in connection with the operations of the Company, Riverwood or any of the other Subsidiaries (the Credit Agreement, the Indentures and such other agreements and documents, as each may be amended, modified or supplemented from time to time, are referred to herein as the "Financing Agreements"), in each case as the same may be amended, modified or supplemented from time to time, (ii) such purchase would violate any of the terms or provisions of the Certificate of Incorporation of the Company or (iii) the Company has no funds legally available therefor under the General Corporation Law of the State of Delaware.
Financing Agreements, etc. Notwithstanding any other provision of this Agreement, the Company shall not be obligated or permitted to pay the purchase price for any Shares that the Company may elect to purchase from the Purchaser pursuant to Section 5 if (i) the payment of such purchase price would result in a violation of the terms or provisions of, or a default or an event of default under, any financing or security agreement or document entered into by the Company or any of its Subsidiaries prior to the date hereof, any refunding thereof, or in connection with the operations of the Company or the Subsidiaries from time to time (such agreements and documents, as each may be amended, modified or supplemented from time to time, are referred to herein as the “Financing Agreements”), in each case as the same may be amended, modified or supplemented from time to time, (ii) the payment of such purchase price would violate any of the terms or provisions of the Certificate of Incorporation of the Company or (iii) the Company has no funds legally available therefor under the General Corporation Law of the State of Delaware.
Financing Agreements, etc. Notwithstanding any other provision of this Agreement (including, but not limited to, the Plan as incorporated by reference herein), the Company shall not be permitted to repurchase any Shares from the Purchaser to the extent that (i) such repurchase (or the payment of a dividend by any Subsidiary to fund such repurchase) would result in any default or an event of default, or would be prohibited under, any financing or security agreement or document entered into by the Company or any Subsidiary prior to the date hereof, any refunding thereof, or in connection with the operations of the Company or any Subsidiary from time to time, in each case, as the same may be amended, modified or supplemented from time to time (the “Financing Agreements”), (ii) such repurchase would result in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any Subsidiary or any of its or their property, (iii) such repurchase would violate any of the terms or provisions of the Certificate of Incorporation of the Company, or (iv) the Company has no funds legally available therefor under the General Corporation Law of the State of Delaware.
Financing Agreements, etc. Notwithstanding any other provision of this Agreement, the Company shall not be permitted or obligated to repurchase any Shares from the Purchaser if (i) such repurchase would result in a violation of the terms or provisions of, or result in a default or an event of default under any financing or security agreement or document entered into in connection with the Spin-off or in connection with the operations of the Company or its subsidiaries from time to time (such agreements and documents, as each may be amended, modified or supplemented from time to time, are referred to herein as the "Financing Agreements"), in each case as the same may be amended, modified or supplemented from time to time, or (ii) such repurchase would violate any of the terms or provisions of the Certificate of Incorporation of the Company, or (iii) the Company has no funds legally available therefor under the General Corporation Law of the State of Delaware.
Financing Agreements, etc. Notwithstanding any other provision ------------------------- of this Agreement, the Company shall not be permitted to repurchase the Option from the Grantee if (i) such repurchase - would result in a violation of the terms or provisions of, or result in a default or an event of default under, (A) the Credit Facility, dated as of - February 24, 1995 as the same may be amended, modified or supplemented from time to time (the "Credit Facility"), among WESCO, the lenders party thereto, Barclays Bank PLC, as administrative agent and Shawmut Capital Corporation, as collateral agent and (B) any indenture to be entered into with respect to debt - securities to be issued by WESCO in connection with or subsequent to the Acquisition as the same may be amended, modified or supplemented from time to time (an "Indenture") or (C) any other financing or security agreement or - document entered into in connection with the Acquisition, or the financing of the Acquisition or in connection with the operations of the Company or its subsidiaries from time to time as each may be amended, modified or supplemented from time to time (the Credit Facility, any Indenture and such other agreements and documents, are hereinafter referred to as the "Financing Agreements"), or (ii) such repurchase would violate any of the terms or provisions of the -- Certificate of Incorporation of the Company, or (iii) the Company has no funds --- legally available therefor under the General Corporation Law of the State of Delaware.
Financing Agreements, etc. Notwithstanding any other provision of this Agreement, the Company shall not be obligated or permitted to purchase any Options from the Grantee if (i) such purchase would result in a violation of the terms or provisions of, or result in a default or an event of default under, the Amended and Restated Credit Agreement, dated as of August 10, 2001 (the “Credit Agreement”), among RIC, the other borrowers party thereto, The Chase Manhattan Bank, as administrative agent, and the lenders party thereto from time to time or any other guarantee, financing or security agreement or document entered into by the Company or any of its subsidiaries from time to time (the “Financing Agreements”), in each case as the same may be amended, modified or supplemented from time to time, (ii) such purchase would violate any of the terms or provisions of the Certificate of Incorporation of the Company or (iii) the Company has no funds legally available therefor under the General Corporation Law of the State of Delaware.
Financing Agreements, etc. Notwithstanding any other provision of this Agreement, the Company shall not be obligated or permitted to pay the purchase price for any Covered Options that the Company may elect to purchase from the Grantee pursuant to Section 5(c) if (i) the payment of such purchase price would result in a violation of the terms or provisions of, or result in a default or an event of default under, the Amended and Restated Credit Agreement, dated as of August 10, 2001 (the “Credit Agreement”), among Riverwood, the other borrowers party thereto, The Chase Manhattan Bank, as administrative agent, and the lenders party thereto from time to time, any other guarantee, financing or security agreement or document entered into by the Company or any Subsidiary from time to time in (“Financing Agreements”), in each case as the same may be amended, modified or supplemented from time to time, (ii) the payment of such purchase price would violate any of the terms or provisions of the Certificate of Incorporation of the Company or (iii) the Company has no funds legally available therefor under the General Corporation Law of the State of Delaware.
Financing Agreements, etc. Notwithstanding any other provision of this Agreement, Holding shall not be permitted to repurchase any Covered Options from the Grantee if (i) such repurchase would result in a violation of the terms or provisions of, or result in a default or an event of default under (A) the Credit Agreement, dated as of November 30, 1993 (the "Credit Agreement"), among Holding, The Chase Manhattan Bank (f/k/a Chemical Bank) ("Chase"), Union Bank of Switzerland, New York Branch, as co-agents, and certain other lenders, and Chase, as administrative agent thereunder, (B) the Guarantee, dated as of November 30, 1993 (the "Guarantee"), made by Holding, as guarantor, in favor of Chase as administrative agent for several banks and other financial institutions named thereunder, (C) the Indenture, dated as of November 30,
Financing Agreements, etc. Notwithstanding any other provision of this Agreement, the Company shall not be permitted to repurchase the Option from the Grantee if (i) such repurchase would result in a violation of the terms or provisions of, or result in a default or an event of default under, (A) the Credit Facility, dated as of February 24, 1995 as the same may be amended, modified or supplemented from time to time (the "Credit Facility"), among WESCO, the lenders party thereto, Barclays Bank PLC, as administrative agent and Shawmut Capital Corporation, as collateral agent and (B) any indenture to be entered into with respect to debt securities to be issued by WESCO in connection with or subsequent to the Acquisition as the same may be amended, modified or supplemented from time to time (an "Indenture") or