Holdings Indebtedness Sample Clauses

Holdings Indebtedness. As of the Closing Date, and after giving effect to the Transactions, Holdings’ only Indebtedness is the Indebtedness set forth on Schedule 3.24.
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Holdings Indebtedness. Holdings shall incur any Indebtedness other than Permitted Holdings Indebtedness or Holdings shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Permitted Holdings Indebtedness the outstanding principal amount of which Indebtedness is in excess of $5,000,000 or any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Permitted Holdings Indebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that Holdings offer to purchase such Indebtedness or other required repurchase of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption or other repurchase of such Indebtedness; or any such Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by Holdings (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.
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Holdings Indebtedness. By no later than the Leverage Agreement Date, Holdings shall have demonstrated to Impel’s satisfaction that Holdings shall have as of the Effective Time (a) leverage capacity acceptable to Impel (measured as a ratio of total Holdings consolidated management company adjusted EBITDA, in each case calculated on a pro forma basis to account for the transactions contemplated by this Agreement and by each of the MCNT Agreement and the UANT Agreement) and (b) a fixed charge coverage ratio acceptable to Impel (measured as a ratio of total Holdings consolidated management company adjusted EBITDA to Holdings’s pro rata owned principal and interest expense, in each case calculated on a pro forma basis to account for the transactions contemplated by this Agreement and by each of the MCNT Agreement and the UANT Agreement).
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Holdings Indebtedness. Holdings shall (a) have demonstrated to Impel’s satisfaction that Holdings shall have as of the Effective Time (i) leverage capacity acceptable to Impel (measured as a ratio of total Holdings consolidated management company adjusted EBITDA, in each case calculated on a pro forma basis to account for the transactions contemplated by this Agreement and by each of the MCNT Agreement and the UANT Agreement) and (ii) a fixed charge coverage ratio acceptable to Impel (measured as a ratio of total Holdings consolidated management company adjusted EBITDA to Holdings’s pro rata owned principal and interest expense, in each case calculated on a pro forma basis to account for the transactions contemplated by this Agreement and by each of the MCNT Agreement and the UANT Agreement), and (ii) have obtained the Financing on terms satisfactory to Impel.
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Holdings Indebtedness. For the avoidance of doubt, it is understood that no Capital Lease Obligations initially made while the Aggregate Available Credit equals or exceeds $75,000,000 shall constitute a Default or Event of Default under this Section 8.1 merely because the Aggregate Available Credit shall thereafter be less than $75,000,000.
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Holdings Indebtedness. Neither Holdings nor any of its Subsidiaries has incurred any Indebtedness (other than amounts outstanding as permitted hereunder).
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Holdings Indebtedness. (iii) Clause (k) of Section 8.4 (Sale of Assets) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
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Holdings Indebtedness. As of the Closing Date, prior to giving effect to the Transactions, Holdings does not have any Indebtedness. Table of Contents
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Holdings Indebtedness. Holdings shall have (i) redeemed the 9.5% TOPrS due 2047 duly tendered for redemption pursuant to Holdings' Tender Offer and Consent Solicitation, (ii) irrevocably called for redemption all of its 10% TOPrS due 2044 and its ESOP Convertible Preferred Stock, and (iii) set aside from the proceeds of the Reorganization Merger Payment sufficient cash and cash equivalents to (x) economically defease the untendered 9.5% TOPrS due 2047 and redeem all such securities called for redemption and (y) defray its expected operating expenses, with all such redemptions and payments to be effected as contemplated by Holdings' Tender Offer and Consent Solicitation (without any waiver of any condition specified therein) or otherwise on a basis reasonably satisfactory to the Senior Managing Agents (all the foregoing, the "Other Debt Repayment").
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Related to Holdings Indebtedness

  • Investments; Indebtedness Virata shall not, and shall not permit ------------------------- any of its Subsidiaries to (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (A) loans or investments by Virata or a Subsidiary of Virata to or in Virata or any Subsidiary of Virata, (B) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to Virata and its Subsidiaries taken together as a whole (provided that none of such transactions referred to in this clause (B) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger under Regulatory Law) or (ii) except in the ordinary course consistent with past practice, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Virata or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing.

  • Company Indebtedness The Company shall, and shall cause its Subsidiaries to, timely deliver all notices and take all other administrative actions required to facilitate (i) the termination of commitments, repayment in full of all outstanding loans or other obligations, release of any Liens securing such loans or obligations and guarantees in connection therewith, and replacement of or cash collateralization of any issued letters of credit in respect of the Credit Facility on or before the Closing Date and (ii) to the extent reasonably requested in writing by Parent, no later than ten (10) Business Days prior to the Closing Date with respect to any Indebtedness (other than Indebtedness in respect of the Credit Facility) incurred by the Company or any of its Subsidiaries after the date hereof in compliance with Section 6.1(b)(xi) (it being understood that the Company shall promptly and in any event no later than fifteen (15) Business Days prior to the Closing Date notify Parent in writing of the amount of any such Indebtedness incurred or to be incurred and expected to be outstanding on the Closing Date), repayment in full of all obligations in respect of such Indebtedness and release of any Liens securing such Indebtedness and guarantees in connection therewith, in each case, on the Closing Date. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use reasonable best efforts to deliver to Parent no later than one (1) Business Day prior to the Closing Date payoff letters with respect to the Company Credit Facility and, to the extent reasonably requested by Parent in writing no later than ten (10) Business Days prior to the Closing Date, any Indebtedness incurred by any of the Company and its Subsidiaries after the date hereof in compliance with Section 6.1(b)(xi) (each, a “Payoff Letter”) in form and substance customary for transactions of this type, from the persons, or the applicable agent on behalf of the persons, to which such Indebtedness is owed, which Payoff Letters together with any related release documentation shall, among other things, include the payoff amount and provide for Liens (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of the Company and its Subsidiaries securing such Indebtedness and any other obligations secured thereby, upon the payment of the amount set forth in the applicable Payoff Letter on or prior to the Closing Date, to be released and terminated. Upon at least ten (10) days’ prior written notice from the Company that the Company has determined, after reasonable consultation with Parent, that it will not at the time of the Real Estate Purchase (and without giving effect to the payment of the Real Estate Purchase Price or any other payment under this Agreement) have sufficient unencumbered and available cash, net of “cage cash”, cash on hand required by any Governmental Entity, the reasonably estimated additional amount of cash necessary to ensure the sound operation of the Company’s business consistent with past practice, and any other restricted cash, to pay in full the outstanding Indebtedness in respect of the Credit Facility, then to the extent of such shortfall Parent will extend an unsecured loan to the Company on the day of the Closing so that, together with such net unencumbered and available cash, the proceeds of such loan are sufficient to pay in full the outstanding Indebtedness in respect of the Credit Facility as may be necessary to release all Liens and obligations in respect thereof at the time of, or immediately prior to, the Real Estate Purchase, and the terms of such loan shall be reasonable for the circumstance as negotiated in good faith by Parent and the Company.

  • Subsidiary Indebtedness The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except:

  • Unsecured Indebtedness All Indebtedness of Borrower, of any Guarantor or of any of the other Related Companies to the extent not secured by a Lien on any Properties including, without limitation, the Outstanding Obligations and any Indebtedness evidenced by any bonds, debentures, notes or other debt securities presently outstanding or which may be hereafter issued by Borrower or by the Company. Unsecured Indebtedness shall not include accrued ordinary operating expenses payable on a current basis.

  • Subordinated Indebtedness The Obligations constitute senior indebtedness which is entitled to the benefits of the subordination provisions of all outstanding Subordinated Indebtedness.

  • Permitted Indebtedness Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; and (vii)

  • Intercompany Indebtedness The Company shall not create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness arising from loans from any Subsidiary to the Company unless (a) such Indebtedness is unsecured and (b) such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent.

  • Secured Indebtedness The Borrower shall not permit the ratio of (i) Secured Indebtedness of the Borrower and its Subsidiaries to (ii) Total Asset Value to be greater than 0.40 to 1.00 at any time.

  • Additional Indebtedness So long as the Notes are outstanding the Depositor will not incur any debt other than debt that (i) is non-recourse to the assets of the Depositor other than the mortgage loans specifically pledged as security for the debt, (ii) is subordinated in right of payment to the rights of the Noteholders, or (iii) is assigned a rating by each of the Rating Agencies that is the same as the then current rating of the Notes.

  • Liabilities; Indebtedness Except as set forth on EXHIBIT L, the Seller has not incurred any indebtedness related to the Property except in each instance for trade payables and other customary and ordinary expenses in the ordinary course of business that will be paid and discharged in full as of the Closing.

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