Indebtedness and Encumbrances. (a) Save as permitted under this Agreement, neither it nor any member of the Bank Group has incurred any Financial Indebtedness which is outstanding.
(b) Save as permitted under this Agreement, no Encumbrance exists over all or any of the present or future revenues or assets of any member of the Bank Group.
(c) In relation to the Parent only, save as provided in the Security Documents no Encumbrance exists over any of its rights, title or interest in the shares of the Company or the Parent Intercompany Debt owed to it by the Company.
Indebtedness and Encumbrances. Other than in the ordinary course of business consistent with past practices, incur any Indebtedness or voluntarily incur any Encumbrance on any assets or properties of the Subsidiary.
Indebtedness and Encumbrances. In the case of TCN only, other than in the case of paragraph (c):
(a) save as permitted under this Agreement, neither it nor any member of the TCN Group has incurred any Financial Indebtedness which is outstanding.
(b) save as permitted under this Agreement, no Encumbrance exists over all or any of the present or future revenues or assets of any member of the TCN Group.
(c) in the case of Telewest UK only, save as provided in the Security Documents or granted in respect of the Existing Credit Facility, no Encumbrance exists over any of its rights, title or interest in the shares of TCN or the Parent Intercompany Debt.
Indebtedness and Encumbrances. Except for the Indebtedness under the Poseidon Loan Documents and the Poseidon Liens or as set forth on Schedule 4(q), (i) there is no Indebtedness and (ii) there are no borrowings, loan agreements, promissory notes, pledges, mortgages, guaranties, capital leases or other similar Obligations (direct or indirect) that are secured by or constitute an Encumbrance on the Acquired Equity Interests or any Business Asset.
Indebtedness and Encumbrances. Company Disclosure Schedule 4.09 sets forth a list of all material Indebtedness owed by the Company (not including trade credit and amounts incurred in the ordinary course of business that are not overdue) as at the date hereof and updated through the Closing Date. Such Company Disclosure Schedule 4.09 shall include the name(s) of each creditor, the amount of Indebtedness owed and the maturity date of such Indebtedness. Except as set forth on Company Disclosure Schedule 4.09, no event of default by the Company or event, which with the giving of notice, the passage of time or both, would constitute an event of default by the Company in respect of such Indebtedness, has occurred and is continuing. Except for the Lien on the assets of the Company held by Skyview Capital under the terms of the Skyview Capital Note and Security Agreement executed by the Company, as debtor, in favor of Skyview Capital, there are no other material Encumbrances on the Assets of the Company, except for Permitted Encumbrances.
Indebtedness and Encumbrances. (a) Except as disclosed on Schedule 4.34(a), the Company does not have outstanding any bonds, debentures, trust indentures, mortgages, notes, loan agreements or other indebtedness for borrowed money, any Contract for a leasing transaction of a type required to be capitalized in accordance with ASPE or any foreign exchange or interest rate hedging contract.
(b) Except for Permitted Encumbrances, no Person has been granted a security interest or other Encumbrance on any of the assets of the Company.
(c) Immediately following the Closing, there will not be outstanding any loan, guarantee, pledge or other forms of financial assistance by the Company given for the benefit of any other Person.
Indebtedness and Encumbrances. Except as set forth in the Financial Statements, no Group Company has any Indebtedness nor any secured creditors holding fixed or floating Encumbrances, other than (x) Indebtedness receivable or payable solely between or among the Group Companies and (y) accounts receivable and payable incurred in the ordinary course of business consistent with past practice. No Group Company is in violation of any term or provision of any Indebtedness or Encumbrances by which it is bound. No Group Company has taken any steps to seek protection pursuant to any bankruptcy Law, nor does the Company have any Knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any Knowledge of any fact which would reasonably lead a creditor to do so.
Indebtedness and Encumbrances. (a) The Seller shall not (and if any, the Seller Guarantors shall not, and the Seller shall ensure that the Seller Guarantors shall not) incur or assume or become liable for, or permit any other Seller Group Entity to incur or assume or become liable for, any Indebtedness, except for Permitted Indebtedness.
(b) The Seller shall not, the Seller Group Entities shall not, and the Seller shall ensure that the Seller Group Entities shall not create, assume, grant or permit to exist any Encumbrance, other than Permitted Encumbrances: (i) in respect of all or any of the Project Assets; and (ii) in respect of all or any part of the Collateral.
(c) The Seller shall (and if any, the Seller Guarantors shall, and the Seller shall ensure that the Seller Guarantors shall) cause any Person who becomes a Seller Group Entity after the date hereof to execute and deliver: (i) if such Seller Group Entity is to be a “Seller”, an agreement in favor of the Purchaser, in form and substance satisfactory to the Purchaser, acting reasonably, in which such Seller agrees to become a party to this Agreement; (ii) if such Seller Group Entity is to be a “Seller Guarantor”, an agreement in favor of the Purchaser, in form and substance satisfactory to the Purchaser, acting reasonably, in which such Seller Guarantor agrees to execute a guarantee in the same form as the Guarantee provided pursuant to Section 2.6 hereof; (iii) first ranking charges and security interests as and by way of pledge agreements and general Security Documents of like kind and tenor as the Security Documents and in keeping with the spirit and intent of the Security Documents; and (iv) if applicable, any intercreditor agreement.
(d) Except for the purposes of making payments in respect of and pursuant to the terms of Permitted Indebtedness, the Seller shall not, the Seller Group Entities shall not, and the Seller shall ensure that the Seller Group Entities shall not, make or commit to make any Distribution or other payment or transfer of assets to any other Seller Group Entity, including by way of set-off or in-kind, if a Seller Event of Default, or any event or circumstance which, with notice, the passage of time or both, would constitute a Seller Event of Default, has occurred and is continuing, or if a Seller Event of Default would reasonably occur or arise immediately after, or as a result of, making a Distribution, payment or transfer of assets.
(e) The Seller shall (and if any, the Seller Guarantors shall, and t...
Indebtedness and Encumbrances. (a) Save as permitted under Clause 22.3 (Financial Indebtedness) and excluding any other Indebtedness to be discharged in accordance with Clause 4.1(e)(i) (Conditions to Drawdown) (but including any such Indebtedness not discharged in accordance with such Clause), neither it nor any member of the Group has incurred any Indebtedness.
(b) Save as permitted under Clause 22.1 (Negative Pledge), no Encumbrance exists over all or any of the present or future revenues or assets of any member of the Group.
Indebtedness and Encumbrances. (a) The Target Group has no outstanding borrowings or financial indebtedness and has not agreed to incur any such borrowings or financial indebtedness in the future.
(b) The Target Group has no issued loan capital.
(c) There are no subsisting Encumbrances over the whole or any part of the present or future revenues or assets of the Target Group.
(d) No demand or other notice requiring the payment or repayment of money before its normal or originally stated maturity has been received by the Target Group.
(e) There is no subsisting guarantee or indemnity given by a Target Group Member in respect of the performance of the obligations of the Seller, any of its Group Members or their respective Related Persons or any other third parties.
