Inter-Affiliate Debts or Guarantees Sample Clauses

Inter-Affiliate Debts or Guarantees. The presence of numerous inter-affiliate debts or guarantees among the affiliates sought to be consolidated typically weighs strongly in favor of consolidation, particularly ifsuch debts or guarantees are very extensive so that untangling would be difficult or costly. See In re GC Cos., 274 B.R. 663, 673 (Bankr. D. Del. 2002) (significant loans of parent guaranteed by subsidiaries reinforced necessity for substantive consolidation), rev 'd in part on other grounds, 298 B.R. 226 (D. Del. 2003); Xxx re Standard Brands Paint Co., 154 B.R. at 572 (multiple interdebtor guarantees and interdebtor debts pointed towards substantive consolidation even though the debtors were not "entangled in a records sense"); In re Drexel Burrrharn Xxxxxxx Group, Inc., 138 B.R. at 766 (numerous and well known intercompany guarantees a factor in allowing substantive consolidation of debtor and subsidiaries); In re Food Fair, 10 B.R. at 126 (extensive cross corporate guarantees factor in the interrelationship of the companies and in approving substantive consolidation); In re Richton Irnt'I Co., 12 B.R. at 558 (same); In re Vecco Xxxxxx. Xxxxx., Xxx., 0 X.X. 000, 000 (Xxxx. E.D. Va. 1980) (existence of inter-company guarantee on major secured obligation added support to substantive consolidation). Bear Xxxxxxx Commercial Mortgage, Inc. Page 12 However, courts have found that the presence of inter-affiliate guarantees and loans does not demand the imposition of substantive consolidation without the existence of other factors such as commingling of assets and one set of records. In re World Access, Inc., 301 B.R. 217 (intercotporate guarantees were one of several factors that had relevance to the propriety of consolidation, but other, more important factors such as commingling of assets and poor record keeping, had not been established to justify consolidation); In re Donut Queen, Ltd., 41 B.R. 706, 711-12 (Bankr. E.D.N.Y. 1984) (guarantees were not of such a character as to mandate consolidation because they related to one specific transaction and did not evidence a great commonality of business purpose); In re Xxxxxx Bros., inc., 18 B.R. at 239 (consolidation not warranted despite the frequency of intercorporate transactions, loans, direct sales and guarantees because debtor kept separate books and the allegation that it would take considerable time and expense to verify accounting entries was not sufficient).
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Inter-Affiliate Debts or Guarantees. The presence of numerous inter- affiliate debts or guarantees is a factor that typically weighs in favor of consolidation, particularly if such debts or guarantees would be difficult or costly to untangle. See, e.g., Standard Brands, 154 B.R. at 568, 572. A court might also rely on a creditor's acceptance of an inter-corporate guarantee as evidence that the creditor knew of the consolidated nature of the debtor's business and did not rely on the separate credit of any entity sought to be consolidated in extending credit. E.g., In re Xxxxxx Bros. Inc., 00 X.X. 000, 000 x.0 (Xxxxx. D. Mass. 1982); In re Commercial Envelope Mfg. Co., Inc., 3 B.C.D. 647, 650 (Bankr. S.D.N.Y. 1977). On the other hand, a creditor's decision to bargain separately for a specific guarantee from an affiliate suggests that creditor's awareness of the corporate distinction. E.g., In re Donut Queen, Ltd., 41 B.R. 706, 710 (Bankr. E.D.N.Y. 1984).
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Inter-Affiliate Debts or Guarantees. The presence of numerous inter-affiliate debts or guarantees is a factor that typically weighs in favor of consolidation, particularly if such debts or guarantees would be difficult or costly to untangle. See... (e)
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Related to Inter-Affiliate Debts or Guarantees

  • Affiliate Agreements As of the Effective Date, the Borrower has heretofore delivered to the Administrative Agent true and complete copies of each of the Affiliate Agreements (including and schedules and exhibits thereto, and any amendments, supplements or waivers executed and delivered thereunder). As of the Effective Date, each of the Affiliate Agreements was in full force and effect.

  • Indebtedness of Subsidiaries The Borrower shall not permit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, except:

  • Affiliate Contracts The Company will cause the termination, effective no later than the Effective Time, of the contracts or arrangements set forth on Schedule 9.06 without any further cost or Liability to the Company or its Subsidiaries (or, after the Effective Time, Buyer, the Surviving Corporation and their respective Affiliates).

  • Other Indebtedness and Agreements (a) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness of a Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would increase the interest rate thereon, shorten the final maturity or the average life thereof or cause an Event of Default.

  • Indebtedness and Guaranties Incur any indebtedness for borrowed money other than in the ordinary course of business consistent with past practice with a term not in excess of one year; or incur, assume or become subject to, whether directly or by way of any guarantee or otherwise, any obligations or liabilities (absolute, accrued, contingent or otherwise) of any other person or entity, other than the issuance of letters of credit in the ordinary course of business and in accordance with the restrictions set forth in Section 5.2(r).

  • Indebtedness and Liabilities None of the Loan Parties shall 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) Capital Leases and purchase money financing for Equipment entered into in the ordinary course of business (subject to Section 5.21); (c) trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which such Loan Party is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that Borrower shall have established adequate reserves therefor, if appropriate under GAAP; (d) Indebtedness owing under the ADEX Note, Earn-Out Obligations owing to the T N S Sellers, Subordinated Debt owing under the Acquisition Agreements and to the extent constituting Indebtedness, working capital adjustments owing by Borrower to a seller in connection with the Acquisition or a Potential Target Acquisition; (e) Indebtedness described in Section 4.4(a) hereof (including Indebtedness described on Schedule 4.4) and any extension, refinancing, renewal or replacement thereof if the principal amount thereof does not exceed the principal amount of the Indebtedness so refinanced; (f) up to an aggregate amount of $1,500,000 in unsecured debt owing to sellers of the equity interests of all Potential Targets acquired by Borrower (the “Potential Target Subordinated Debt”), provided that the repayment of any such unsecured debt is subordinated on terms satisfactory to Agent, including a restriction against payment of cash interest, required amortization and mandatory prepayments and provided further that the stated maturity date of any such debt is acceptable to the Agent in its commercially reasonable judgment; (g) Subordinated Debt, in addition to the Subordinated Debt described in the preceding clauses (d) and (f), provided that (A) the terms and conditions upon which such Subordinated Debt is incurred (including without limitation covenants, rate of interest, maturity date and use of proceeds) shall have been reviewed to the reasonable satisfaction of Agent, (B) no Event of Default shall have occurred and be continuing, (C) the holder of such Subordinated Debt shall have executed a Subordination Agreement in form and substance reasonably acceptable to Agent and (D) not less than ten (10) Business Days prior to the incurrence of such Subordinated Debt, Borrower shall have delivered to Agent written notice of the applicable Loan Party’s intent to incur such Subordinated Debt, together with a certificate signed by the chief financial officer of Borrower which shall include a calculation in reasonable detail demonstrating that after giving effect to the incurrence of such Subordinated Debt on a Pro Forma Basis, Borrower would be in compliance with the financial covenant set forth in Section 5.21(D) (after decreasing the numerator of the then applicable ratio by 0.50) as of the end of and for the period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which the Borrower delivered financial statements to Agent pursuant to Section 5.1(B); (h) Indebtedness in respect of letters of credit or banker’s acceptances to secure the performance of bids, tenders, leases, contracts (other than for the payment of money) or statutory obligations; (i) Indebtedness in favor of Borrower or any Guarantor pursuant to clause (g) of the definition of Permitted Investments; and (j) other Indebtedness in an aggregate principal amount at any time outstanding not to exceed $100,000.

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