Indebtedness and Liabilities. Incur, create, assume, become or be liable in any manner with respect to, or permit to exist, any Indebtedness or Liability, other than:
(a) Indebtedness to the Lender for Advances, or otherwise;
(b) Indebtedness and Liabilities with respect to trade obligations, accounts payable and other normal accruals incurred in the ordinary course of business, or with respect to which any of the Borrowers is contesting in good faith the amount or validity thereof by appropriate proceedings, and then only to the extent that the Borrowers have set aside on their books adequate reserves therefor;
(c) Indebtedness under those Real Property Leases listed on Schedule "3.07" annexed hereto;
(d) Indebtedness under Existing Operating Leases listed on Schedule "3.05" annexed hereto;
(e) Existing Indebtedness, but only to the extent set forth on Schedule "6.01(e)" annexed hereto;
(f) Purchase money Indebtedness or other Indebtedness incurred or assumed in connection with Investments (including the acquisition of additional assets or businesses) and Capital Expenditures made following the Agreement Date; provided, however, that: (i) the Borrowers shall, in connection with the incurrence of any and all such Indebtedness, be in compliance with the provisions of Section 6.06(c) and Section 6.09 hereof; and (ii) to the extent that the Borrowers shall elect to incur Indebtedness for money borrowed (other than purchase money Indebtedness) from any financial institution in connection with any permitted Investment contemplated by Section 6.06(c) hereof, they shall afford the Lender a right of first refusal to provide the financing therefor; provided, that the terms and conditions of any such financing which the Lender may (at their sole discretion) elect to offer shall be on terms and conditions which, in the aggregate, shall be no less favorable to the Borrowers than those offered by any other financial institution;
(g) Intercompany Investments which are represented by instruments that are promptly delivered (with all necessary endorsements thereon) to the Lender pursuant to the Security Agreement; and
(h) Subordinated Debt in such amounts and upon such terms and conditions as shall be reasonably acceptable to the Lender.
Indebtedness and Liabilities. 44 7.2 Guaranties..................................................44 7.3 Transfers, Liens and Related Matters........................45 (A) Transfers..........................................45 (B) Liens..............................................45 (C) No Negative Pledges................................45 7.4
Indebtedness and Liabilities. As of the Effective Date, neither ---------------------------- Borrower nor any of its Subsidiaries has (a) any Indebtedness except as reflected on the most recent financial statements delivered to Agent and Lenders; or (b) any Liabilities other than as reflected on the most recent financial statements delivered to Agent and Lenders or as incurred in the ordinary course of business following the date of the most recent financial statements delivered to Agent and Lenders.
Indebtedness and Liabilities. Except as set forth on Schedule 4.4, as of the Closing Date, no Loan Party has any (a) Indebtedness except as reflected on the Pro Forma and the most recent financial statements delivered to Agent; or (b) Liabilities other than as reflected on the Pro Forma, the most recent financial statements or other written information delivered to Agent on or before the Closing Date.
Indebtedness and Liabilities. 47 7.2 Guaranties.........................................................................................47 7.3 Transfers, Liens and Related Matters...............................................................47 (A) Transfers..................................................................................47 (B) Liens......................................................................................48 (C) No Negative Pledges........................................................................48 (D) No Restrictions on Subsidiary Distributions to Holdings or any Borrower..................................................48 7.4
Indebtedness and Liabilities. Directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) intercompany Indebtedness among the Borrowers; (c) intercompany Indebtedness of one or more Guarantors to one or more Borrowers, not to exceed $2,000,000 outstanding at any time in the aggregate; provided that such Indebtedness is subordinated in right of payment to the Obligations; (d) Indebtedness (excluding Capital Leases) not to exceed $1,000,000 in the aggregate at any time outstanding, either unsecured or secured by purchase money Liens permitted by Section 7.3; (e) Indebtedness under Capital Leases not to exceed $5,000,000 outstanding at any time in the aggregate; (f) Indebtedness pursuant to the First Lien Loan Documents, not to exceed the Maximum Senior Debt Amount (as defined in the Intercreditor Agreement), and (g) Indebtedness existing on the Closing Date and identified on Schedule 7.1. No Loan Party will, incur any Liabilities except for Indebtedness permitted herein and trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which any Loan Party is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that such Loan Party has established adequate reserves therefor under GAAP.
Indebtedness and Liabilities. As of the Closing Date, neither Borrower nor any of its Subsidiaries has (a) any Indebtedness except as reflected on the Pro Forma; or (b) any Liabilities that GAAP requires to be disclosed on Borrower's financial statements other than as reflected on the Pro Forma or as incurred in the ordinary course of business following the date of the Pro Forma.
Indebtedness and Liabilities. Neither the Borrowers nor any Subsidiary has Indebtedness other than Indebtedness reflected on the Financial Statements and Indebtedness permitted hereunder. Except for the Indebtedness referred to above, and Liabilities reflected on the Financial Statements neither the Borrowers nor any Subsidiary has any Liabilities required to be reflected on a balance sheet prepared in accordance with GAAP other than those Liabilities incurred in the ordinary course of a Borrower's business.
Indebtedness and Liabilities. Section 6.1(d) of the Loan Agreement is deleted in its entirety and the following is substituted in lieu thereof:
Indebtedness and Liabilities. As of the Closing Date, the Credit Parties have no (a) Indebtedness except as reflected on the Pro Forma and the most recent financial statements delivered to Lender; or (b) Liabilities other than as reflected on the Pro Forma, the most recent financial statements or other written information delivered to Lender on or before the Closing Date or as incurred in the ordinary course of business following the date of the most recent financial statements delivered to Lender.
