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.
Intercompany Indebtedness. On behalf of itself and each of its Subsidiaries, each Loan Party hereby agrees for the benefit of the Secured Parties that:
(a) any intercompany indebtedness among Holdings and its Subsidiaries (or among such Subsidiaries) shall be subordinate and junior in right of payment, to the extent and in the manner set forth in this Section 10.23, to the Obligations, including, without limitation, where applicable, under any such intercompany borrower’s Guaranty (if any) of the Obligations hereunder;
(b) in the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any intercompany borrower or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such intercompany borrower, whether or not involving insolvency or bankruptcy, then (i) the holders of the Obligations shall be paid in full in cash in respect of all amounts constituting Obligations before any intercompany lender is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of any intercompany indebtedness (excluding demands by the Collateral Agent exercising its rights under any collateral assignment of the rights of such intercompany lenders) and (ii) until the holders of the Obligations are paid in full in cash in respect of all amounts constituting Obligations, any payment or distribution to which such intercompany lender would otherwise be entitled under any intercompany indebtedness shall be made to the Administrative Agent;
(c) if any Event of Default occurs and is continuing, and an intercompany borrower has received written notice from the Administrative Agent, then, except as required by any Requirement of Law, no payment or distribution of any kind or character shall be made by any intercompany borrower that is a Loan Party in respect of any intercompany indebtedness to any Person that is not a Loan Party or that is not the Administrative Agent;
(d) if any payment or distribution of any character, whether in cash, securities or other property, in respect of intercompany indebtedness shall (despite these subordination provisions) be received by any intercompany lender in violation of clause (b) or (c) above before all Obligations shall have been paid in full in cash, such payment or distribution shall be held in trust for the benefit of, and shall be pa...
Intercompany Indebtedness. The Borrower shall cause all Indebtedness owing by any Obligor to any Subsidiary of the Borrower which is not an Obligor to be subordinated and postponed, pursuant to the Postponement and Subordination Undertaking, to the Secured Obligations of such Obligor for so long as a Default has occurred and is continuing. The Borrower shall cause any Subsidiary of the Borrower which is not an Obligor, prior to the incurrence of any such Indebtedness, to execute and deliver to the Administrative Agent the Postponement and Subordination Undertaking or an instrument of adhesion thereto.
Intercompany Indebtedness. (a) The Company will not, and will not cause or permit any Subsidiary to, enter into or maintain any Intercompany Indebtedness other than (i) Guaranty Obligations permitted by Sections 7.16(e) and 7.16(h) (Limitations on Incurrence of Additional Indebtedness) and (ii) Intercompany Indebtedness entered into pursuant to Section 6.11 (Intercompany Indebtedness) and that is either (x) owed to any Subsidiary in the Gimsa Division by the Company or (y) subordinated to the Loan pursuant to the Intercompany Subordination Agreement and the Intercompany Trust Agreement, and where all rights of such Intercompany Lender of such Intercompany Indebtedness (other than Intercompany Indebtedness owed to any Subsidiary in the Gimsa Division by the Company) have been assigned to the Trustee pursuant to the Intercompany Trust Agreement.
(b) The Company will not, and will not cause or permit any Subsidiary to, amend or waive any part of the Intercompany Revolving Facilities in any way that would result in (i) a violation of this Agreement or (ii) a change of any kind in the provisions of the Intercompany Revolving Facilities relating to the subordination of the Intercompany Indebtedness.
(c) Upon the occurrence and during the continuation of an Event of Default, the Company will not make any payment to any Subsidiary pursuant to the terms of any Intercompany Indebtedness and will not take any action which could cause or result in such payment being made.
Intercompany Indebtedness. Prior to the Closing, Contributor and FirstMark shall cause all outstanding indebtedness of FirstMark to Contributor or any of her Affiliates to be cancelled or discharged without any cost, liability (including, without limitation, any Tax liability) or expense being incurred by FirstMark.
Intercompany Indebtedness. Immediately prior to the Closing, Seller shall contribute to the Companies, as a capital contribution in respect of the Shares of the relevant Company, all indebtedness owed by such Company or any of its Subsidiaries to GEC, Seller or any of their Affiliates that has not been repaid by such Company or its Subsidiary prior to the Closing, if any. In addition, immediately prior to the Closing, any indebtedness owed by Seller or its Affiliates (other than the Companies or any of their Subsidiaries) to the Companies or any of their Subsidiaries that has not been repaid by the Seller or its Affiliates prior to the Closing, shall be satisfied.
Intercompany Indebtedness. The Borrower shall cause all Indebtedness owing by any Obligor to another Company to be subordinated and postponed, pursuant to the Postponement and Subordination Undertaking, to the Obligations of such Obligor for so long as a Default has occurred and is continuing. The Borrower shall cause any other Company, prior to the incurrence of any such Indebtedness, to execute and deliver to the Administrative Agent the Postponement and Subordination Undertaking or an instrument of adhesion thereto.
Intercompany Indebtedness. Immediately prior to the Closing, the Seller shall (a) pay or cause its affiliates to pay to the Company and its Subsidiaries all indebtedness for borrowed money owed by the Seller or any of its affiliates (other than the Company or its Subsidiaries) as of such time and (b) pay to the Company a capital contribution and cause such capital contribution to be applied to pay or satisfy all indebtedness for borrowed money owed by the Company and its Subsidiaries to the Seller or its affiliates (other than the Company and its Subsidiaries) as of such time.
Intercompany Indebtedness. The Intercompany loans set forth on Schedule 7.2(d).
Intercompany Indebtedness. The Administrative Agent shall have received the Subordination Agreement, duly executed and delivered by the Parent Guarantor, Borrower and each Restricted Subsidiary.
