Indebtedness and Other Liabilities Sample Clauses

Indebtedness and Other Liabilities. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume, or suffer to exist or otherwise become or be liable in respect of any Indebtedness, or in any other liabilities, other than: (i) Indebtedness of the Borrower in respect of the Loans and the other Obligation and Indebtedness existing on the date of this Agreement and set forth on Schedule 5.4 hereto; and (ii) Indebtedness or other liabilities of the Borrower arising in the ordinary course of business and not to exceed $10,000 in any one instance or to any single creditor or supplier; provided that no Indebtedness or other liability otherwise permitted to be incurred shall be permitted to be incurred if, after giving effect to the incurrence thereof, any Default shall have occurred and be continuing.
Sample 1Sample 2
AutoNDA by SimpleDocs
Indebtedness and Other Liabilities. Neither the Grantor nor SAI has any Indebtedness (as defined below) except as disclosed in the Plan or Schedule 5(i) hereto. Each of the Grantor and SAI has no other liabilities or obligations (including, without limitation, claims existing under environmental or similar laws) that are not disclosed in the Plan or on Schedule 5(i) hereto other than those liabilities incurred in the ordinary course of such Sunshine Company's respective businesses since December 31, 1999, which liabilities, individually or in the aggregate, do not or would not have a Material Adverse Effect (as defined in the Transaction Documents) on such Sunshine Company. There are no liens, security interests or other encumbrances on, or with respect to, any asset of SAI other than a mortgage on the Pirquitas Mine to secure financing made to SAI by Highwood Partners, L.P. and Stonehill Capital Management, LLC..
Sample 1Sample 2
Indebtedness and Other Liabilities. As of the date hereof, the Company has no indebtedness for borrowed money other than the Company Funded Indebtedness set forth in Schedule 2.07. As of the date hereof, the Company has no unpaid employee compensation earned and owing, “change in control” or other payments that will become due to employees and other service providers to the Company at Closing or other Company Transaction Expenses or trade payables (excluding indebtedness set forth on Schedule 2.07) other than the Compensation Obligations and Other Company Obligations set forth in Schedule 2.08.
Sample 1Sample 2
Indebtedness and Other Liabilities. Parent has no indebtedness for borrowed money other than as set forth in the Parent Financial Statements.
Sample 1Sample 2
Indebtedness and Other Liabilities. The Companies shall have (i) no outstanding indebtedness other than accounts payable and accrued expenses incurred in the ordinary course of their respective businesses and capital leases entered into prior to Closing and disclosed on Part 1.4(b) of the Disclosure Schedule or entered into after the date of this Agreement in compliance with this Agreement; (ii) no accounts payable related to dividends (including dividends for unvested stock); (iii) no Liabilities for accrued commissions; and (iv) no accounts payable or revenue sharing amounts owing to the Purchaser.
Sample 1
Indebtedness and Other Liabilities. Borrower shall not create, incur, assume, guarantee or become or remain liable for any obligation or indebtedness, including any financing arrangements or guarantee obligations (whether non-recourse, secured or unsecured, and whether owed to a third party or to an affiliate) other than (a) the obligations described herein and other obligations owed to Lender, (b) operating expenses reasonably incurred by Borrower to unrelated third parties in connection with the operation of their businesses, and (c) liabilities incurred in the ordinary course of business.
Sample 1
Indebtedness and Other Liabilities. The Investor will not create, incur, assume or permit to exist any Indebtedness or other liability of it, except liabilities under this Agreement.
Sample 1
AutoNDA by SimpleDocs
Indebtedness and Other Liabilities. 16 SECTION 3.26 Absence of Undisclosed Liabilities........................ 17 SECTION 3.27 No Known Claims........................................... 17 SECTION 3.28 No Other Representations or Warranties; Scope of Representations........................................... 17
Sample 1
Indebtedness and Other Liabilities. (a) Except as set forth on the attached Schedule 3.25(a), the Company and its Subsidiaries do not have any Indebtedness. (b) Except as set forth on Schedule 3.25(b) or on the Interim Balance Sheet, the Company and its Subsidiaries do not have any (i) indebtedness for the deferred purchase price of property or services with respect to which the Company or is Subsidiaries is liable, contingently or otherwise, as obligor or otherwise, (ii) amounts owed under any noncompetition, consulting or deferred compensation arrangements, (iii) retention, severance, change-of-control or similar payments or obligations (other than pursuant to the Retention Agreements) or (iv) liabilities classified as non-current liabilities in accordance with GAAP.
Sample 1

Related to Indebtedness and Other Liabilities

  • TAXES AND OTHER LIABILITIES Pay and discharge when due any and all indebtedness, obligations, assessments and taxes, both real or personal, including without limitation federal and state income taxes and state and local property taxes and assessments, except such (a) as Borrower may in good faith contest or as to which a bona fide dispute may arise, and (b) for which Borrower has made provision, to Bank's satisfaction, for eventual payment thereof in the event Borrower is obligated to make such payment.

  • Indebtedness and Other Contracts Neither the Company nor any of its Subsidiaries, (i) except as disclosed on Schedule 3(s), has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

  • Debt and Other Obligations Borrower’s obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively herein as the “Obligations.”

  • Guarantees, Loans, Advances and Other Liabilities Except as contemplated by this Indenture or the Basic Documents, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

  • Payment of Taxes and Other Indebtedness Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could have a Material Adverse Effect.

  • Taxes and Other Liens Each Related Person shall pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its income or upon any of its Property as well as all claims of any kind (including claims for labor, materials, supplies and rent) which, if unpaid, might become a Lien upon any or all of its Property; provided, however, each Related Person shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings diligently conducted by or on behalf of such Related Person and if such Related Person shall have set up reserves therefor adequate under GAAP.

  • Taxes and Other Obligations Pay all of its taxes, assessments and other obligations, including, but not limited to taxes, costs or other expenses arising out of this transaction, as the same become due and payable, except to the extent the same are being contested in good faith by appropriate proceedings in a diligent manner.

  • Mechanics' and Other Liens 20.1 If any mechanic's, laborer's or materialman's lien shall at any time be filed against the Property or any part thereof with respect to any work done, or labor or materials furnished, or caused to be furnished, by Tenant or anyone claiming through or under Tenant, or any judgment, attachment or levy is filed or recorded against the Property or any part thereof by anyone claiming through or under Tenant, Tenant, within thirty (30) days after notice of the filing thereof, shall cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If Tenant shall fail to cause such lien, judgment, attachment or levy to be discharged within the period aforesaid, then, in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge the same by bonding proceedings, if permitted by law (and if not so permitted, by deposit in court). Any amount so paid by Landlord, including all costs and expenses paid by Landlord in connection therewith, together with interest thereon at the rate of 18% per annum (or, if lower, the maximum rate permitted by law) from the respective dates of Landlord's so paying any such amount, cost or expense, shall constitute additional rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand. 20.2 Nothing contained in this Lease shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any specific improvement, alteration to or repair of the Demised Premises, or any part thereof, or as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any mechanic's liens against Landlord's interest in the Demised Premises. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic's or other lien for any such labor or materials shall attach to or affect the reversion or estate or interest of Landlord in and to the Demised Premises.

  • Debts, Guaranties and Other Obligations The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000.

  • Contracts and Other Commitments The Company does not have and is not bound by any contract, agreement, lease, commitment, or proposed transaction, judgment, order, writ or decree, written or oral, absolute or contingent, other than (i) contracts for the purchase of supplies and services that were entered into in the ordinary course of business and that do not involve more than $100,000 and do not extend for more than one year beyond the date hereof, (ii) sales contracts entered into in the ordinary course of business, and (iii) contracts terminable at will by the Company on no more than thirty (30) days’ notice without cost or liability to the Company and that do not involve any employment or consulting arrangement and are not material to the conduct of the Company’s business. For the purpose of this paragraph, employment and consulting contracts and contracts with labor unions, and license agreements and any other agreements relating to the Company’s acquisition or disposition of patent, copyright, trade secret or other proprietary rights or technology (other than standard end-user license agreements) shall not be considered to be contracts entered into in the ordinary course of business.

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