IndebtednessIndebtedness Sample Clauses

IndebtednessIndebtedness. The Borrower shall not and shall not permit any of its Subsidiaries to directly or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: (a) the Obligations; (b) Indebtedness for trade payables, wages and other accrued expenses incurred in the ordinary course of business; (c) the Transaction Costs which have not been paid on or as of the Closing Date; (d) Permitted Existing Indebtedness and any extensions, renewals, refundings or replacements thereof; provided that any such extension, renewal, refunding or replacement is in an aggregate principal amount not greater than the principal amount of, and is on terms no less favorable to the Borrower or its Subsidiary than the terms of, the Permitted Existing Indebtedness so extended, renewed, refunded or replaced; (e) Permitted Existing Capital Leases; (f) to the extent permitted by Article X, and in any event in an aggregate amount not to exceed $5,000,000 outstanding at any time, Indebtedness with respect Capital Leases and purchase money Indebtedness incurred to finance the acquisition or sale and leaseback of fixed assets; (g) Indebtedness in respect of taxes, assessments, governmental charges and Claims for labor, materials or supplies, to the extent that payment thereof is not required pursuant to Section 8.04; (h) Indebtedness with respect to contingent liabilities incurred in the ordinary course of business of the Borrower and its Subsidiaries; (i) Indebtedness arising from intercompany loans (i) from the Borrower to any of its Subsidiaries which is a Guarantor or (ii) from any such Subsidiary to the Borrower or any other such Subsidiary; (j) Indebtedness arising from intercompany loans from the Borrower or any Guarantor to any Subsidiaries of the Borrower which are not Guarantors in an amount outstanding at any given time not to exceed one percent (1.0%) of the Borrower's consolidated revenue for the then immediately preceding twelve month period; (k) Indebtedness arising from intercompany loans from any Subsidiary of the Borrower which is not a Guarantor to the Borrower or any Subsidiary of the Borrower which is a Guarantor in an amount outstanding at any given time not to exceed one-half of one percent (0.50%) of the Borrower's consolidated revenue for the then immediately preceding twelve month period; (l) Indebtedness arising from intercompany loans from any Subsidiary of the Borrower which is not a Guarantor to any oth...
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IndebtednessIndebtedness. The Borrower will not create, incur, assume, guarantee or otherwise become or remain liable with respect to, any Indebtedness except for Permitted Indebtedness.
Sample 1
IndebtednessIndebtedness. None of the Borrowers will, nor will it permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (i) Indebtedness incurred under the Credit Documents; (ii) existing Indebtedness as of the Third Amendment Effective Date (other than Indebtedness specifically permitted under clauses (iv), (v), (vi), (vii) and (xiii) of this Section 9.04) listed on Schedule VI (“Existing Indebtedness”), plus any renewals, replacements or extensions thereof to the extent permitted by Section 9.01(iii); 157 150546217_8170136845_8
Sample 1
IndebtednessIndebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created under this Agreement or any other Loan Document;
Sample 1
IndebtednessIndebtedness. Create, incur, assume or suffer to exist any Indebtedness, other than (a) Permitted Indebtedness and (b) Indebtedness arising from the borrowing of a EICF/CION Delayed Draw Term Loan, so long as Holdings on a Consolidated Basis shall have a Leverage Ratio, calculated on a pro forma basis for the period of four trailing fiscal quarters ending closest to the date on which such EICF/CION Delayed Draw Term Loan is made for which the Agent shall have received the financial statements required to be delivered to it pursuant to Section 9.8 hereof, as if such EICF/CION Delayed Draw Term Loan had been funded on the last day of such period, of not greater than 3.25 to 1.00.
Sample 1
IndebtednessIndebtedness. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except:
Sample 1
IndebtednessIndebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, foreign exchange rates or commodity prices; (b) Indebtedness constituting Intercompany Loans to the extent permitted by Sections 7.03(d)7.03(d), 7.03(g), 7.03(u)7.03(u) , 7.03(w), 7.03(z), 7.03(aa) or 7.03(bb); (c) (i) Indebtedness under the Loan Documents and (ii) ABL Obligations and ABL Replacement Indebtedness subject to the Intercreditor Agreement or an Other Intercreditor Agreement, as applicable; provided, that the outstanding ABL Obligations or ABL Replacement Indebtedness incurred in respect thereof consisting of principal of loans or the undrawn or unreimbursed amount of any letters of credit and(including in respect of Letters of Credit), (ii) Indebtedness under Cash Management Agreements and (iii) Permitted Receivables Facilities; provided, that Attributable Indebtedness in respect of Permitted Receivables Facilities shall not exceed an aggregate amount equal to the sum of (x) $250,000,000 plus (y) an amount (the amount under this clause (y) the “Additional Revolving Capacity”) (1) in the case of any asset-based facility or Permitted Receivables Facility, equal, at the time the commitments for such Additional Revolving Capacity under the ABL Credit Agreement or the documents governing ABL Replacement Indebtedness become effective, to the excess of the ABL Formula over $250,000,000 or (2) in the case of a cash-flow facility, such amount as can satisfy the immediately succeeding proviso, provided further that on the date that such commitments for such Additional Revolving Capacity become effective, the Borrower shall be in compliance, on a Pro Forma Basis, with a Total Secured Net Leverage Ratio for the applicable Calculation Period of 2.00:1.00, calculated assuming that all commitments for Additional Revolving Capacity under the ABL Credit Agreement or ABL Replacement Indebtedness were fully drawn at such time and including Attributable Indebtedness in respect of Permitted Receivables Facilities in Consolidated Net Senior Secured Indebtedness;at any time outstanding; (d) Indebtedness outstanding on the 2018 RefinancingNew 2023 Incremental Amendment Effective Date and, except for Intercompany Indebt...
Sample 1

Related to IndebtednessIndebtedness

  • Indebtedness Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

  • Investments; Indebtedness PNU shall not, and shall not permit any of its Subsidiaries to, other than in connection with actions permitted by Section 4.1(e), (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) by PNU or a direct or indirect wholly owned Subsidiary of PNU to or in PNU or any direct or indirect wholly owned Subsidiary of PNU, (y) pursuant to any contract or other legal obligation of PNU or any of its Subsidiaries as in effect at the date of this Agreement or (z) in the ordinary course of business consistent with past practice in an aggregate amount not in excess of the aggregate amount specified in Section 4.1(g) of the PNU Disclosure Schedule or (ii) create, incur, assume or suffer to exist any indebtedness, issuances of debt securities, guarantees, loans or advances not in existence as of the date of this Agreement except pursuant to the credit facilities, indentures (but not in excess of amounts authorized for issuance thereunder as of the date of this Agreement) and other arrangements in existence on the date of this Agreement or trade debt and commercial finance in the ordinary course of business consistent with past practice, in each case as such credit facilities, indentures and other arrangements and other existing indebtedness may be amended, extended, modified, refunded, renewed or refinanced after the date of this Agreement which does not increase the aggregate principal amount or amount of the facility, as the case may be.

  • Company Indebtedness The Company shall, and shall cause its Subsidiaries to, timely deliver all notices and take all other administrative actions required to facilitate (i) the termination of commitments, repayment in full of all outstanding loans or other obligations, release of any Liens securing such loans or obligations and guarantees in connection therewith, and replacement of or cash collateralization of any issued letters of credit in respect of the Credit Facility on or before the Closing Date and (ii) to the extent reasonably requested in writing by Parent, no later than ten (10) Business Days prior to the Closing Date with respect to any Indebtedness (other than Indebtedness in respect of the Credit Facility) incurred by the Company or any of its Subsidiaries after the date hereof in compliance with Section 6.1(b)(xi) (it being understood that the Company shall promptly and in any event no later than fifteen (15) Business Days prior to the Closing Date notify Parent in writing of the amount of any such Indebtedness incurred or to be incurred and expected to be outstanding on the Closing Date), repayment in full of all obligations in respect of such Indebtedness and release of any Liens securing such Indebtedness and guarantees in connection therewith, in each case, on the Closing Date. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use reasonable best efforts to deliver to Parent no later than one (1) Business Day prior to the Closing Date payoff letters with respect to the Company Credit Facility and, to the extent reasonably requested by Parent in writing no later than ten (10) Business Days prior to the Closing Date, any Indebtedness incurred by any of the Company and its Subsidiaries after the date hereof in compliance with Section 6.1(b)(xi) (each, a “Payoff Letter”) in form and substance customary for transactions of this type, from the persons, or the applicable agent on behalf of the persons, to which such Indebtedness is owed, which Payoff Letters together with any related release documentation shall, among other things, include the payoff amount and provide for Liens (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of the Company and its Subsidiaries securing such Indebtedness and any other obligations secured thereby, upon the payment of the amount set forth in the applicable Payoff Letter on or prior to the Closing Date, to be released and terminated. Upon at least ten (10) days’ prior written notice from the Company that the Company has determined, after reasonable consultation with Parent, that it will not at the time of the Real Estate Purchase (and without giving effect to the payment of the Real Estate Purchase Price or any other payment under this Agreement) have sufficient unencumbered and available cash, net of “cage cash”, cash on hand required by any Governmental Entity, the reasonably estimated additional amount of cash necessary to ensure the sound operation of the Company’s business consistent with past practice, and any other restricted cash, to pay in full the outstanding Indebtedness in respect of the Credit Facility, then to the extent of such shortfall Parent will extend an unsecured loan to the Company on the day of the Closing so that, together with such net unencumbered and available cash, the proceeds of such loan are sufficient to pay in full the outstanding Indebtedness in respect of the Credit Facility as may be necessary to release all Liens and obligations in respect thereof at the time of, or immediately prior to, the Real Estate Purchase, and the terms of such loan shall be reasonable for the circumstance as negotiated in good faith by Parent and the Company.

  • Secured Indebtedness The Borrower shall not permit the ratio of (i) Secured Indebtedness of the Borrower and its Subsidiaries to (ii) Total Asset Value to be greater than 0.40 to 1.00 at any time.

  • Subsidiary Indebtedness The Borrower will not permit any Domestic Subsidiary that is not an Obligor to create, incur, assume or permit to exist any Indebtedness, except: (a) obligations under the Loan Documents; (b) any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable.

  • Subordinated Indebtedness The Obligations constitute senior indebtedness which is entitled to the benefits of the subordination provisions of all outstanding Subordinated Indebtedness.

  • Intercompany Indebtedness The Company shall not create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness arising from loans from any Subsidiary to the Company unless (a) such Indebtedness is unsecured and (b) such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent.

  • Permitted Indebtedness Neither the Company nor any Subsidiary ---------------------- will create, incur or assume any Indebtedness other than: (a) Indebtedness represented by or incurred under the Notes and the Purchase Agreement and the Revolving Credit Facility; (b) Indebtedness incurred to prepay or repay in full the remaining outstanding principal amount of Notes and all other amounts due thereon or under the Purchase Agreement; (c) Indebtedness existing on the Closing Date and identified on the Disclosure Schedule; (d) Indebtedness incurred solely as an extension, renewal, refinancing or replacement of Indebtedness of the Company or of its Subsidiaries under clause (iii) above (but excluding any Indebtedness under clause (iii) above to the extent such Indebtedness is repaid with the proceeds from the sale of the Notes and Warrants), provided that any such extension, renewal or refinancing (A) shall be on terms which on balance are substantially as favorable to the Company (or the relevant Subsidiary) as the terms of such existing Indebtedness (other than changes in the amount of the interest rate and other than the imposition of additional Liens permitted by Section 9.10(f) hereof) and (B) shall not be in a greater principal amount or have a shorter average life or earlier maturity than such existing Indebtedness; (e) Indebtedness in an aggregate principal amount outstanding not exceeding $20,000,000 incurred solely to finance the purchase price of additional towers and related facilities and equipment; (f) Interest Rate Protection Agreements required by the Revolving Credit Facility or incurred for hedging purposes in the ordinary course of business; and (g) Additional Indebtedness in an amount which , together with sale and leaseback obligations permitted under Section 9.11, does not exceed $2,000,000.

  • Indebtedness of Subsidiaries The Company will not at any time permit any Subsidiary, directly or indirectly, to create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable for, any Indebtedness other than: (a) Indebtedness of a Subsidiary outstanding on the Closing Date and listed on Schedule 5.15 and any extension, renewal or refunding thereof, provided that the principal amount outstanding at the time of such extension, renewal or refunding is not increased; (b) Indebtedness of (a) any Subsidiary to any Wholly-Owned Subsidiary, (b) the Company or any Co-Obligor to any Wholly-Owned Subsidiary, (c) Lxxxxxx Finance Company B.V. to any Subsidiary (other than any Subsidiary Guarantor) in an aggregate outstanding principal amount not to exceed $50,000,000 at any time and (d) any one or more Co-Obligors to Hxxxxx CBI, Limited in the aggregate outstanding principal amount not to exceed $100,000,000; provided, that if either the Company or any Co-Obligor is the obligor on such Indebtedness, such Indebtedness may only be due either the Company or a Co-Obligor and shall be expressly subordinate to the payment in full in cash of the Credit Obligations on terms reasonably satisfactory to the Administrative Agent; (c) guaranties by a Subsidiary Guarantor of Indebtedness of the Company; (d) Indebtedness under the Credit Agreement outstanding from time to time; (e) Indebtedness under the Existing Note Purchase Agreement outstanding from time to time; (f) Indebtedness with respect to the Hedging Arrangements pursuant to which the Company or any Subsidiary has hedged its reasonably estimated interest rate, foreign currency or commodity exposure, and which are non-speculative in nature; (g) Indebtedness under the LOC Agreements and guaranties thereof by the Subsidiary Guarantors; (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Contingent Obligations of the Company and its Subsidiaries identified as such on Schedule 7.11(h) to this Agreement; (iii) Contingent Obligations (x) incurred by any Subsidiary of the Company to support the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money) of any other Subsidiary of the Company in the ordinary course of business, (y) incurred by any Subsidiary of the Company under the Credit Agreement, or (z) with respect to surety, appeal and performance bonds and Performance Letters of Credit obtained by the Company or any Subsidiary in the ordinary course of business; and (iv) Contingent Obligations of the Subsidiary Guarantors under the Subsidiary Guaranty; and (i) Indebtedness of a Subsidiary not otherwise permitted by the preceding clauses (a) through (g), provided that immediately before and after giving effect to the incurrence thereof and to the application of the proceeds thereof, (i) no Default or Event of Default exists, and (ii) the aggregate amount of all Indebtedness incurred pursuant to this Section 7.11(h) does not exceed 20% of Consolidated Net Worth.

  • Indebtedness Secured The Security Interest granted hereby secures payment and performance of any and all obligations, indebtedness and liability of Debtor to RBC (including interest thereon) present or future, direct or indirect, absolute or contingent, matured or not, extended or renewed, wheresoever and howsoever incurred and any ultimate unpaid balance thereof and whether the same is from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again and whether Debtor be bound alone or with another or others and whether as principal or surety (hereinafter collectively called the “Indebtedness”). If the Security Interest in the Collateral is not sufficient, in the event of default, to satisfy all Indebtedness of the Debtor, the Debtor acknowledges and agrees that Debtor shall continue to be liable for any Indebtedness remaining outstanding and RBC shall be entitled to pursue full payment thereof.