Indebtedness; Guaranties. (i) Other than the Obligations, Borrower will not incur any Indebtedness other than:
(a) Indebtedness reflected in the Financials delivered on or before the Closing Date so long as such Indebtedness is not secured by any of the Loan Collateral;
(b) Indebtedness (1) which is unsecured, (2) which is not for borrowed money, or the issuance of any letter of credit, acceptance transaction, or similar credit instrument or facility, (3) which is incurred in the ordinary course of Borrower’s business, (4) which is not otherwise prohibited under any provision of this Agreement, and (5) for which the incurrence of which would not have a Material Adverse Effect;
(c) Indebtedness in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 10.9;
(d) Indebtedness in respect of judgments or awards which (1) have been vacated, discharged or stayed within 10 days of the entry thereof or have been in force for less than the applicable appeal period so long as execution is not levied thereunder (or in respect of which (A) Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and (B) a stay of execution shall have been obtained pending such appeal or review), and (2) (A) are not, in the aggregate, in an amount in excess of $100,000 (and individually in excess of $50,000) of any available insurance coverage, as determined by Bank in its discretion exercised in good faith, in effect to satisfy such judgments or award for which the insurer has admitted in writing its liability for the full amount thereof and (B) do not have a Material Adverse Effect (regardless of monetary amount or insurance coverage);
(e) Indebtedness under capitalized leases or purchase money financing if (1) such Indebtedness is not secured by any of the Loan Collateral other than the property so acquired and any identifiable proceeds, (2) any Liens relating to such Indebtedness do not extend to or cover any property of Borrower other than the property so acquired and any identifiable proceeds therefrom, (3) the principal amount of such capitalized lease or purchase money Indebtedness will not, at the time of the incurrence thereof, exceed the value of the property so acquired; and (4) the total amount of such Indebtedness during any period does not exceed $300,000 in any fiscal year; and
(f) Indebtedness representing reimbursement obligations and oth...
Indebtedness; Guaranties. Except for Permitted Indebtedness, Borrower will not incur any indebtedness. Furthermore, Borrower will not guaranty or otherwise become liable for obligations of any other person, firm or corporation, in an amount at any time in excess of $100,000.
Indebtedness; Guaranties. Except as set forth in Section 3.6 of the Disclosure Letter, (a) the Acquired Companies have no indebtedness for money borrowed or for the deferred purchase price of property or services, capital lease obligations, conditional sale or other title retention agreements, and (b) the Acquired Companies are not guarantors or otherwise liable for any Liability or obligation of any other person or entity for any matter.
Indebtedness; Guaranties. (i) Schedule 4.1(m), Part I contains a complete and accurate list of all Debt of the Borrower and each of the Guarantors, whether individual, joint, several or otherwise, and whether fixed or contingent, including commitments, lines of credit and other credit availabilities, identifying with respect to each the respective parties, amounts and maturities.
(ii) Schedule 4.1(m), Part II contains a complete and accurate list of all guarantees or other surety arrangements or undertakings of the Borrower and each of the Guarantors for obligations of any other Person (except for negotiable instruments endorsed for collection or deposit in the ordinary course of business), whether individual, joint, several or otherwise, identifying with respect to each of the parties, amounts and maturities.
Indebtedness; Guaranties. 29 Section 10.11
Indebtedness; Guaranties. 50 10.12 Title to Property; No Liens ............................. 51 10.13 Restrictions; Labor Disputes, Etc ....................... 51 10.14
Indebtedness; Guaranties. 36 10.11 Restrictions ................................................. 37 10.12
Indebtedness; Guaranties. Borrower shall not guarantee, endorse, assume, or otherwise become directly or contingently liable in connection with any obligation of any other Person, except by the endorsement of negotiable instruments by Borrower for deposit or collection or similar transactions in the ordinary course of business.
Indebtedness; Guaranties. (a) Assuming the accuracy of the representations and warranties of SPRPA made in the Original Purchase Agreement, Section 3.5(a) of the Disclosure Letter sets forth all Liabilities of the Acquired Companies. Assuming the accuracy of the representations and warranties of SPRPA made in the Original Purchase Agreement and except as set forth on Section 3.5(a) of the Disclosure Letter, the Acquired Companies have no Liabilities, except those Liabilities incurred by the Acquired Companies since the date hereof in the Ordinary Course of Business, consistent with past practices.
(b) Assuming the accuracy of the representations and warranties of SPRPA made in the Original Purchase Agreement and except as set forth in Section 3.5(a) of the Disclosure Letter, (a) the Acquired Companies have no indebtedness for money borrowed or for the deferred purchase price of property or services, capital lease obligations, conditional sale or other title retention agreements, and (b) the Acquired Companies are not guarantors or otherwise liable for any Liability or obligation of any other Person for any matter.
Indebtedness; Guaranties. (a) Borrower shall not incur or permit to remain outstanding any indebtedness or liability on account of deposits or advances or any indebtedness for borrowed money or any other indebtedness or liability evidenced by notes, bonds, debentures or similar obligations except: (i) the Obligations in favor of Atec, and (ii) indebtedness identified on SCHEDULE 6.11.
(b) Borrower shall not guarantee, endorse, assume or otherwise become directly or contingently liable in connection with any obligation of any other Person, except by the endorsement of negotiable instruments by Borrower for deposit or collection or similar transactions in the ordinary course of business.
