Future Indebtedness. Buyer agrees that it shall not incur any Indebtedness (as defined below) in excess of $10,000 in the aggregate, other than Indebtedness listed on Schedule C attached hereto, without the prior written consent of Seller prior to the Closing. “Indebtedness” means (i) indebtedness for borrowed money or the deferred price of property, goods or services (other than trade and other payables incurred in the ordinary course of business in the aggregate not exceeding $25,000 other than expenses related to the merger), such as reimbursement and other obligations for surety bonds and letters of credit, (ii) obligations evidenced by notes, bonds, debentures or similar instruments, (iii) capital lease obligations, (iv) the net obligations of Buyer under derivative transactions (including, but not limited to, under swap agreements) or commodity transactions, and (v) any other operating expenses or other obligations incurred by Buyer other than expenses related to the merger; and (vi) obligations of Buyer under a guarantee of debt of others of the kinds referred to in clauses (i) through (v) above. Notwithstanding anything to the contrary in this Agreement, “Indebtedness” shall not mean or include (i) any contracts or arrangements of Buyer to purchase additional shares of BBV common stock using proceeds held in the Trust Account in an amount equal to or less than $8.00 per share, (ii) any taxes owed to any federal, state or local taxing authority and (ii) the payment of any Conversion Rights. The Indebtedness set forth on Schedule C shall be subordinated in payment and performance to the obligation to pay Seller pursuant to this Agreement in a manner reasonably acceptable to Seller.
Future Indebtedness. If the Corporate Taxpayer Group incur any indebtedness after the date hereof, the Corporate Taxpayer shall, and shall cause each other member of the Corporate Taxpayer Group to, use commercially reasonable efforts to ensure that such indebtedness does not prohibit, at any time in which no default or event of default thereunder has occurred and is continuing: (a) in the case of the Corporate Taxpayer, TRA Payments to be made in full when due, and (b) in the case of any other member of the Corporate Taxpayer Group, payments to be made directly or indirectly to the Corporate Taxpayer to enable the Corporate Taxpayer to make TRA Payments in full when due on terms and conditions at least as favorable to the Corporate Taxpayer as those as are then market (in the good faith determination of the Corporate Taxpayer) for indebtedness of such type. The Holders’ Representative may, in its sole discretion, waive the requirements of this Section 9.4, in whole or in part.
Future Indebtedness. Buyer agrees that it shall not incur any Indebtedness (as defined below) in excess of $10,000 in the aggregate, other than Indebtedness listed on Schedule I attached hereto, without the prior written consent of Seller prior to the Closing. “
Future Indebtedness. Without the prior written consent of the Required Holders, which consent shall not be unreasonably withheld, conditioned or delayed, CanArgo Energy Corporation will not incur any Indebtedness after the date of the Note Purchase Agreement other than: (a) Indebtedness outstanding under the Notes; (b) any additional unsecured Indebtedness, the aggregate amount outstanding thereunder at any time shall not exceed US$1,250,000; (c) unsecured Indebtedness of CanArgo Energy Corporation to another CanArgo Group Member or unsecured Indebtedness of a CanArgo Group Member or direct or indirect Subsidiary of CanArgo Energy Corporation to another CanArgo Group Member; and (d) Indebtedness of a CanArgo Group Member to a direct or indirect Subsidiary of CanArgo Energy Corporation that is not a Material Subsidiary, provided that the aggregate amount outstanding thereunder at any time shall not exceed US$1,000,000. In considering whether to give its consent to any future Indebtedness, the Required Holders shall be entitled to take into consideration, inter alia, the potential effects of any such proposed Indebtedness upon the financial condition and wherewithal of CanArgo Energy Corporation and/or upon their rights under the Loan Documents, and any decision by the Required Holders to withhold their consent to any such proposed future Indebtedness shall be final and binding absent a showing of manifest bad faith.
Future Indebtedness. Reference is hereby made to that certain amendment agreement dated as of June 17, 2008, by and between CAN and Longview Marquis Master Fund, L.P. (the “Amendment Agreement”). The Company agrees to abide by the terms and conditions as set forth in Section 2, Part (viii) of the Amendment Agreement, attached as Exhibit G hereto.
Future Indebtedness. The Company will not incur any Indebtedness after the date of this Agreement other than (a) Indebtedness outstanding under the Notes, (b) any additional unsecured Indebtedness, the aggregate amount outstanding thereunder at any time shall not exceed US$1,250,000, (c) unsecured Indebtedness of the Company to another CanArgo Group Member or unsecured Indebtedness of a CanArgo Group Member or direct or indirect Subsidiary of the Company to another CanArgo Group Member, and (d) Indebtedness of a CanArgo Group Member to a direct or indirect Subsidiary of the Company that is not a Material Subsidiary provided that the aggregate amount outstanding thereunder at any time shall not exceed US$1,000,000. In considering whether to give its consent to any future Indebtedness, the Required Holders shall be entitled to take into consideration, inter alia, the potential effects of any such proposed Indebtedness upon the financial condition and wherewithal of the Company and/or upon their rights under the Loan Documents, and any decision by the Required Holders to withhold their consent to any such proposed future Indebtedness shall be final and binding absent a showing of manifest bad faith.
Future Indebtedness. Neither the Company nor any other CanArgo Group Member shall incur any Indebtedness after the date of this Agreement other than (a) Indebtedness outstanding under the Senior Secured Notes, provided that no amendment or modification to the Senior Secured Notes shall increase the aggregate principal amount then outstanding thereunder, (b) Indebtedness outstanding under the Subordinated Notes, provided that no amendment or modification to the Subordinated Notes shall increase the aggregate principal amount then outstanding thereunder, (c) Indebtedness outstanding under the Notes, (d) any additional unsecured Indebtedness from lenders other than CanArgo Group Members, the aggregate amount outstanding thereunder for the CanArgo Group in the aggregate shall not at any time exceed US$2,500,000, (e) unsecured Indebtedness of the Company or another CanArgo Group Member to another CanArgo Group Member, provided that such Indebtedness is subordinated in right of payment to the rights of the holders of Senior Indebtedness and the Notes, such subordination to be upon terms set forth in the Senior Secured and Subordinated Note and the Loan Documents (as defined therein) related thereto and the provisions of Section 4 hereof (the Indebtedness represented by the Notes constituting “Senior Indebtedness” for the purposes of such Section); (f) Indebtedness of a CanArgo Group Member to a direct or indirect Subsidiary of the Company that is not a Material Subsidiary provided that the aggregate amount outstanding thereunder at any time shall not exceed US$1,500,000; (g) Indebtedness of the Company or a CanArgo Group Member to BN Munai LLP or a Subsidiary of BN Munai LLP; and (h) Indebtedness incurred by Tethys through a bridge loan of up to $5,000,000 from Ixxxxxx & Sxxxxx in advance of any Tethys IPO (the “Tethys Bridge Financing”), provided that (i) Persistency has the option to participate in up to 5/13ths of the Tethys Bridge Financing, in pro rata proportion to its interest, and (ii) should any lending party in the Tethys Bridge Financing elect not to participate in the transaction, the other lending parties may additionally participate in place of the non-electing party, and (iii) funds from the Tethys Bridge Financing are used to complete the infrastructure necessary to achieve first gas. Funds from the Tethys Bridge Financing shall not be required to be used to repay to the Company any accrued interest and outstanding principal under any Indebtedness arising from any ad...
Future Indebtedness. Except with respect to (i) any indebtedness which may be incurred pursuant to the terms of the Purchase Agreement, as the same may be amended from time-to-time, (ii) up to $200,000 of indebtedness incurred for the purchase of automation equipment, and (iii) any indebtedness incurred in the ordinary course of business not in excess of $100,000, the Company shall not, without the prior written consent of Investor, incur any indebtedness.
Future Indebtedness. The Company will not incur any Indebtedness after the date of this Agreement other than (a) Indebtedness outstanding under the Note, (b) any additional unsecured Indebtedness, the aggregate amount outstanding thereunder at any time shall not exceed US$10 million. In considering whether to give its consent to any future Indebtedness, the Purchaser shall be entitled to take into consideration, inter alia, the potential effects of any such proposed Indebtedness upon the financial condition and wherewithal of the Company and/or upon its rights under the Loan Documents, and any decision by the Purchaser to withhold its consent to any such proposed future Indebtedness shall be final and binding absent a showing of manifest bad faith.
Future Indebtedness. If the Corporate Taxpayer or any member of the Corporate Taxpayer Group incurs any indebtedness after the date hereof, the Corporate Taxpayer shall, and shall cause each other member of the Corporate Taxpayer Group to, use commercially reasonable efforts to ensure that such indebtedness does not prohibit, at any time in which no default or event of default thereunder has occurred and is continuing: (a) in the case of the Corporate Taxpayer, TRA Payments to be made in full when due, and (b) in the case of any other member of the Corporate Taxpayer Group, payments to be made directly or indirectly to the Corporate Taxpayer to enable the Corporate Taxpayer to make TRA Payments in full when due on terms and conditions at least as favorable to the Corporate Taxpayer as those as are then market (in the good faith determination of the Corporate Taxpayer) for indebtedness of such type. The Stockholder may, in its sole discretion, waive the requirements of this Section 6.3 in whole or in part.
