Common use of Indebtedness; Agreements Clause in Contracts

Indebtedness; Agreements. (i) The Company shall not, nor shall the Company permit any of its Subsidiaries to, without the prior written consent of Parent (which shall not be unreasonably withheld), assume or incur any indebtedness for borrowed money (except for drawdowns by the Company under its revolving credit facility or its accounts receivable facility) or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of the Company or any of its Subsidiaries or guarantee any debt securities of any other person except wholly-owned Subsidiaries of the Company or enter into any lease (whether such lease is an operating or capital lease) or create any mortgages, liens, security interests or other encumbrances on the property of the Company or any of its Subsidiaries in connection with any indebtedness thereof, or enter into any "keep well" or other agreement or arrangement to maintain the financial condition of any other person except wholly-owned Subsidiaries of the Company. (ii) Except as set forth in Schedule 5.1(n), without the prior written consent of Parent (which shall not be unreasonably withheld), the Company shall not, nor shall the Company permit any of its Subsidiaries to, (A) enter into any contracts involving aggregate annual payments in excess of $250,000 or (B) modify, rescind, terminate, waive, release or otherwise amend in any material respect any of the terms or provisions of any Material Contract in any manner that is material and adverse to the Company or the respective Subsidiary of the Company party thereto.

Appears in 8 contracts

Samples: Merger Agreement (Ply Gem Industries Inc), Merger Agreement (Ply Gem Industries Inc), Merger Agreement (Silverman Jeffrey S)

AutoNDA by SimpleDocs

Indebtedness; Agreements. (i) The Company shall not, nor shall the Company permit any of its Subsidiaries to, without the prior written consent of Parent (which shall not be unreasonably withheld), assume or incur any indebtedness for borrowed money (except for drawdowns by the Company under its revolving credit facility or its accounts receivable facility) or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of the Company or any of its Subsidiaries or guarantee any debt securities of any other person except wholly-owned Subsidiaries of the Company or enter into any lease (whether such lease is an operating or capital lease) others or create any mortgages, liens, security interests or other encumbrances Liens on the property of the Company or any of its Subsidiaries in connection with any indebtedness thereof, or enter into any "keep well" or other agreement or arrangement to maintain the financial condition of any another Person, other person except wholly-owned Subsidiaries than the incurrence of indebtedness in accordance with the Company's existing line of credit with First Union National Bank, providing that the proceeds of such indebtedness are used only in the ordinary course of business and consistent with past practice (which includes funding acquisitions permitted under this Agreement). (ii) Except as set forth in Schedule 5.1(n), without the prior written consent of Parent (which shall not be unreasonably withheld), the The Company shall not, nor shall the Company permit any of its Subsidiaries to, (Aa) enter into make any contracts involving aggregate annual payments in excess of $250,000 loans, advances or capital contributions to, or investments in, any other person or (Bb) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities in the ordinary course of business and consistent with past practice; provided, that Dent Lease, Inc. may continue to make capital expenditures that do not exceed $50,000 during any three month period. (iii) The Company shall not, nor shall the Company permit any of its Subsidiaries to, enter into, modify, rescind, terminate, waive, release or otherwise amend in any material respect any of the terms or provisions of any Material Contract in any manner that is material and adverse to the Company or the respective Subsidiary of the Company party theretoContract.

Appears in 2 contracts

Samples: Merger Agreement (Compdent Corp), Agreement and Plan of Merger (Compdent Corp)

AutoNDA by SimpleDocs

Indebtedness; Agreements. (i) The Except for indebtedness incurred by the Company from time to time for working capital purposes in the ordinary course of business under that certain Second Amended and Restated Credit Agreement, dated as of December 14, 1995 among the Company, the financial institutions party thereto and the First National Bank of Chicago, as agent (the "Company Credit Agreement"), indebtedness incurred to fund capital expenditures permitted under Section 5.1(n) of this Agreement and entering into leases for personal property in the ordinary course of business consistent with past practice, the Company shall not, nor shall the Company permit any of its Subsidiaries to, without the prior written consent of Parent (which shall not be unreasonably withheld), assume or incur any indebtedness for borrowed money (except for drawdowns by the Company under its revolving credit facility or its accounts receivable facility) or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of the Company or any of its Subsidiaries or guarantee any debt securities of any other person except wholly-owned Subsidiaries of the Company others or enter into any lease (whether such lease is an operating or capital lease) or create any mortgages, liens, security interests or other encumbrances on the property of the Company or any of its Subsidiaries in connection with any indebtedness thereof, or enter into any "keep well" or other agreement or arrangement to maintain the financial condition of any other person except wholly-owned Subsidiaries of the Companyanother person. (ii) Except as set forth in Schedule 5.1(n), without Without the prior written consent of Parent (which shall not be unreasonably withheld), the Company shall not, nor shall the Company permit any of its Subsidiaries to, (A) enter into any contracts involving aggregate annual payments in excess of $250,000 250,000, except for license agreements entered into in the ordinary course of the Company's business consistent with past practice, or (Bb) modify, rescind, terminate, waive, release or otherwise amend in any material respect any of the terms or provisions of any Material Contract in any manner that is material and adverse to the Company or the respective Subsidiary of the Company party thereto.

Appears in 1 contract

Samples: Merger Agreement (Ero Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!