Indebtedness and Guarantees. Except as set forth on Schedule 4.10, the Company has no Indebtedness, and the Company does not guarantee the Indebtedness of any third party. Schedule 4.10 accurately states the outstanding balance of all Indebtedness as of the Closing Date. The sale of the Equity Interests pursuant to this Agreement is made in exchange for fair and equivalent consideration. The transactions contemplated by this Agreement and the agreements referenced in this Agreement will not give rise to any right of any creditor of the Company to accelerate the due date or alter the repayment terms of any Indebtedness of the Company. The transactions contemplated in this Agreement or any agreements referenced in this Agreement will not give rise to any right of any creditor of the Sellers whatsoever against Buyer or to any of the Equity Interests in the hands of Buyer after the Closing.
Indebtedness and Guarantees. Except as set forth on Schedule 4.10, the Company has no Indebtedness (Schedule 4.10 includes the outstanding balance as of the Closing Date) and it guarantees no obligations of other parties relating to the Business. The sale of the Equity Interests pursuant to this Agreement is made in exchange for fair and equivalent consideration. The transactions contemplated in this Agreement or any agreements referenced in this Agreement will not give rise to any right of any creditor of the Company or the Equity Holder whatsoever against Buyer or to any of the Equity Interests in the hands of Buyer after the Closing.
Indebtedness and Guarantees. Schedule 5.16 is a complete and correct listing of all Indebtedness and Guarantees of the Loan Parties and their Subsidiaries as of the Closing Date.
Indebtedness and Guarantees. The Borrower will not create, incur, assume or suffer to exist any Indebtedness or any Guarantees or endorsements of any Indebtedness, except Permitted Indebtedness.
Indebtedness and Guarantees. Neither the Company nor any --------------------------- of the Subsidiaries has any material obligations for money borrowed or under any guarantees or has any agreements or arrangements to borrow money or to enter into any such guarantee, except, in each case, such obligations entered into in the ordinary course of business and not involving transactions with affiliates of the Company.
Indebtedness and Guarantees. (a) Except as described in subparagraph (b) below, and except for amounts stated on or properly reserved for in the Most Recent Financial Statements, the Company does not have any Indebtedness. As used herein, the term "Indebtedness" means any obligations for or in respect of (i) borrowed money (including without limitation, accrued interest thereon), (ii) the deferred purchase price of property or services (other than trade payables and other accrued current liabilities incurred in the Ordinary Course of Business), (iii) capital lease obligations, conditional sale or other title retention agreements or (iv) declared and unpaid dividends. The Company is not a guarantor or otherwise liable for any Liability or obligation of any other Person.
Indebtedness and Guarantees. 8.1 The Seller shall procure that on Completion all indebtedness owing immediately before Completion from the Seller or any person connected with the Seller to any Group Company is or has been satisfied in full together with all interest accruing on it up to Completion.
8.2 The Seller shall procure that on Completion all indebtedness owing immediately before Completion from any Group Company to any third party, other than trade indebtedness incurred in the ordinary course of business and amounts drawn pursuant to the NatWest Facility, is or has been satisfied in full together with all interest accruing on it up to Completion. The Seller shall pay to the Buyer an amount equal to the amount which would be required to indemnify the Buyer and each Group Company against all actions, proceedings, losses, claims, damages, liabilities, costs, charges and expenses which any of them may suffer or incur following Completion in respect of any indebtedness owing immediately before Completion from any Group Company to any third party, other than trade indebtedness incurred, and amounts drawn pursuant to the NatWest Facility, in each case in the ordinary course of business.
8.3 The parties acknowledge that the Purchase Price has been agreed on the basis that no indebtedness of any kind (whether or not then presently payable) will be owing immediately after Completion by any Group Company to the Seller, any person connected with the Seller or any third party (excluding for the avoidance of doubt indebtedness incurred in the ordinary course of trading to suppliers and any amounts drawn under the NatWest Facility in the ordinary course).
8.4 If it is established at any time after Completion that any indebtedness of any kind (whether or not then presently payable) other than the Promissory Note Amount was owing on Completion by any Group Company to the Seller or any person connected with the Seller, then the Seller shall procure that the Seller or person connected with the Seller to which that indebtedness is owing shall waive that indebtedness by executing a deed of waiver in such form as the Buyer shall reasonably require or, if that is not permissible or practicable, shall procure that such indebtedness is discharged or otherwise eliminated at no cost to any member of the Buyer’s Group or any Group Company..
8.5 The Seller shall:
(a) procure that on Completion each Group Company is released from all guarantees and indemnities given by that Group Company in respect of any ...
Indebtedness and Guarantees. Schedule 6.6 is a complete and correct listing of all Indebtedness and Guarantees of Borrower and the other Loan Parties as of the date hereof. Each Loan Party has performed and is in compliance with all of the terms of such Indebtedness and such Guarantees and all instruments and agreements relating thereto in all material respects, and no default or event of default, or event or condition which with the giving of notice, the lapse of time or otherwise, would constitute such a default or event of default, exists with respect to any such Indebtedness or Guarantees.
Indebtedness and Guarantees. Schedule 6.6. is a complete and correct listing of all Indebtedness and Guarantees of Borrower as of the date hereof. Borrower has performed and is in compliance with all of the terms of all Indebtedness of Borrower (including all Guarantees of any Indebtedness) having an aggregate principal amount in excess of $5,000,000, and all instruments and agreements relating thereto, and no default or event of default, or event or condition which with the giving of notice, the lapse of time or otherwise, would constitute such a default or event of default, exists with respect to any such Indebtedness. As of the date hereof, no Guarantor has any Indebtedness or Guarantees other than Indebtedness under (a) the Guaranty, (b) the other Loan Documents to which such Guarantor is a party, (c) the Guaranty of (and as defined in) the Term Loan Agreement, and (d) Guarantees permitted under Section 7.19.(a)(w).
Indebtedness and Guarantees. No Loan Party shall, nor shall they permit any Subsidiary to, incur, create, assume, become or be liable in any manner with respect to, or permit to exist, any obligations or Indebtedness, except: (i) the Obligations; (ii) current liabilities in respect of (A) unfunded vested benefits under plans covered by Title IV of ERISA, and (B) contributions to Canadian Pension Plans; (iii) purchase money Indebtedness (including capital leases) secured by Permitted Liens specified in clause (j) of the definition of such term in an aggregate principal amount not to exceed $250,000 at any time outstanding; (iv) the Indebtedness and guarantees described in Schedule 8(q) hereto; (v) guarantees incurred by any Subsidiary in respect of Indebtedness of the Borrower or any other Subsidiary that is permitted to be incurred under this Agreement (provided that a guaranty by a Loan Party of Indebtedness of a Subsidiary which is not a Loan Party shall be deemed to constitute an investment in such non-Loan Party Subsidiary, and shall be permitted under Section 9(l)(v) only to the extent permitted under Section 9(m) below); (vi) Indebtedness of (A) any Loan Party owing to any other Loan Party, (B) any Subsidiary that is not a Loan Party owed to (1) any other Subsidiary that is not a Loan Party or (2) any Loan Party, and (C) any Loan Party owed to any Subsidiary which is not a Loan Party; provided that (I) all such Indebtedness of any Loan Party under this clause (vi)(C) must be subject to subordination terms acceptable to the Required Lenders, and (II) the aggregate principal amount of such Indebtedness outstanding at any time pursuant to clause (vi)(C) shall be permitted as an investment pursuant to Section 9(m) below; (vii) Indebtedness of Subsidiaries that are not Loan Parties in an aggregate principal amount outstanding at any time not to exceed $100,000; (viii) Indebtedness in respect of hedging agreements incurred in the ordinary course of business and not for speculative purposes; (ix) Indebtedness representing deferred compensation or stock-based compensation to directors, officers, managers, employees and other service providers of the Borrower and its Subsidiaries; (x) Indebtedness consisting of promissory notes issued by the Borrower or any Subsidiary to current or former officers, directors, managers, consultants and employees, their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borr...
