Common use of Junior Indebtedness Payments Clause in Contracts

Junior Indebtedness Payments. No Credit Party nor any Restricted Subsidiary shall pay, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Junior Indebtedness other than i. with respect to any Subordinated Debt incurred after the Amendment Effective Date, those payments expressly permitted to be made under the Subordination Agreement applicable thereto, ii. so long as no Default or Event of Default exists and is continuing before and after giving effect thereto, (A) with respect to the 2018 Contingent Note, interest payments in accordance with Section 7(b)(iii) of the 2018 Contingent Note as of the Amendment Effective Date, (B) with respect to the 2019 Contingent Note, interest payments in accordance with Section 7(b)(iii) of the 2019 Contingent Note as of the Amendment Effective Date and (C) with respect to the Guaranty Promissory Note, interest payments in accordance with Section 7 of the Guaranty Promissory Note as of the Amendment Effective Date, in each case, in an amount not to exceed the amount set forth in the applicable Seller Note as of the Amendment Effective Date and to be paid on a date no earlier than those dates set forth in the applicable Seller Note, iii. with respect to the Seller Notes, payments with respect to Indebtedness thereunder that are “payment-in-kind” and capitalized, compounded and added to the unpaid principal amount of the applicable Seller Note, iv. any payments in respect of earn-out obligations of the type described in Section 7.02(j) so long as each of the following conditions is satisfied: (A) such proposed earn-out payments do not exceed two million five-hundred thousand Euros (€2,500,000) in the aggregate, (B) no Event of Default has occurred and is continuing or would result therefrom (C) the Indebtedness creating the payment obligation is non-recourse to any Credit Party and (D) the Borrower Representative shall have delivered a certificate to the Administrative Agent, prior to any such proposed earn-out payment, certifying the Borrowers shall be in compliance with Sections 7.13, determined on a pro forma basis after giving effect to such proposed earn-out payment, v. so long as no Default or Event of Default shall have occurred or be continuing or would result therefrom, prepayments of Junior Indebtedness in an aggregate amount not exceed the Available Amount on the date of such prepayment.

Appears in 1 contract

Samples: Credit Agreement (PetIQ, Inc.)

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Junior Indebtedness Payments. No Credit Party nor any Restricted Subsidiary shall pay, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Junior Indebtedness other than: i. (i) with respect to any Subordinated Debt incurred after the Amendment Effective Closing Date, those payments expressly permitted to be made under the Subordination Agreement applicable thereto, (ii. ) so long as no Default or Event of Default exists and is continuing before and after giving effect thereto, (A) with respect to the 2018 Contingent Note, interest payments in accordance with Section 7(b)(iii) of the 2018 Contingent Note as of the Amendment Effective Closing Date, (B) with respect to the 2019 Contingent Note, interest payments in accordance with Section 7(b)(iii) of the 2019 Contingent Note as of the Amendment Effective Closing Date and (C) with respect to the Guaranty Promissory Note, interest payments in accordance with Section 7 of the Guaranty Promissory Note as of the Amendment Effective Closing Date, in each case, in an amount not to exceed the amount set forth in the applicable Seller Note as of the Amendment Effective Closing Date and to be paid on a date no earlier than those dates set forth in the applicable Seller Note, (iii. ) with respect to the Seller Notes, payments with respect to Indebtedness thereunder that are “payment-in-kind” and capitalized, compounded and added to the unpaid principal amount of the applicable Seller Note, (iv. any payments in respect of earn-out obligations of the type described in Section 7.02(j) [reserved], (v) so long as each of the following conditions is satisfied: (A) such proposed earn-out payments do not exceed two million five-hundred thousand Euros (€2,500,000) in the aggregate, (B) no Event of Default has shall have occurred and is or be continuing or would result therefrom and (CB) the Indebtedness creating the payment obligation is non-recourse to any Credit Party and (D) the Borrower Representative shall have delivered a certificate to the Administrative Agent, prior to any such proposed earn-out payment, certifying the Borrowers shall be in compliance with Sections 7.13, determined on a pro forma basis First Lien Net Leverage Ratio before and after giving effect to such proposed earn-out paymentprepayments of Junior Indebtedness is no greater than 3.75 to 1.00, prepayments of Junior Indebtedness in an aggregate amount not exceed the Available Amount on the date of such prepayment, v. (vi) so long as no Event of Default shall have occurred or be continuing or would result therefrom, additional prepayments of Junior Indebtedness subject to a pro forma First Lien Net Leverage Ratio before and after giving effect to such prepayments of Junior Indebtedness is no greater than 2.50 to 1.00 and (vii) so long as no Default or Event of Default shall have occurred or be continuing or would result therefrom, other prepayments of Junior Indebtedness in an aggregate amount not to exceed the Available Amount on greater of (x) $5,000,000 and (y) 7.5% of Consolidated EBITDA in the date of such prepaymentaggregate.

Appears in 1 contract

Samples: Term Loan Credit Agreement (PetIQ, Inc.)

Junior Indebtedness Payments. No Credit Party nor any Restricted Subsidiary shall pay, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Junior Indebtedness other than: i. (i) with respect to any Subordinated Debt incurred after the Amendment Effective Closing Date, those payments expressly permitted to be made under the Subordination Agreement applicable thereto, (ii. ) so long as no Default or Event of Default exists and is continuing before and after giving effect thereto, (A) with respect to the 2018 Contingent Note, interest payments in accordance with Section 7(b)(iii) of the 2018 Contingent Note as of the Amendment Effective Closing Date, (B) with respect to the 2019 Contingent Note, interest payments in accordance with Section 7(b)(iii) of the 2019 Contingent Note as of the Amendment Effective Closing Date and (C) with respect to the Guaranty Promissory Note, interest payments in accordance with Section 7 of the Guaranty Promissory Note as of the Amendment Effective Closing Date, in each case, in an amount not to exceed the amount set forth in the applicable Seller Note as of the Amendment Effective Closing Date and to be paid on a date no earlier than those dates set forth in the applicable Seller Note, (iii. ) with respect to the Seller Notes, payments with respect to Indebtedness thereunder that are “payment-in-kind” and capitalized, compounded and added to the unpaid principal amount of the applicable Seller Note, (iv. ) any payments in respect of earn-out obligations of the type described in Section 7.02(j) so long as each of the following conditions is satisfied: (A) such proposed earn-out payments do not exceed two million five-hundred thousand Euros (€2,500,000) in the aggregate, (B) no Event of Default has occurred and is continuing or would result therefrom (C) the Indebtedness creating the payment obligation is non-recourse to any Credit Party and (D) the Borrower Representative shall have delivered a certificate to the Administrative Agent, prior to any such proposed earn-out payment, certifying the Borrowers Borrower shall be in compliance with Sections 7.13, determined on a pro forma basis after giving effect to such proposed earn-out payment,, and v. (v) so long as no Default or Event of Default shall have occurred or be continuing or would result therefrom, prepayments of Junior Indebtedness in an aggregate amount not exceed the Available Amount on the date of such prepayment.

Appears in 1 contract

Samples: Term Loan Credit Agreement (PetIQ, Inc.)

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Junior Indebtedness Payments. No Credit Party nor any Restricted Subsidiary shall pay, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Junior Indebtedness other than i. with respect to any Subordinated Debt incurred after the Amendment Effective Date, those payments expressly permitted to be made under the Subordination Agreement applicable thereto, ii. so long as no Default or Event of Default exists and is continuing before and after giving effect thereto, (A) with respect to the 2018 Contingent Note, 125 interest payments in accordance with Section 7(b)(iii) of the 2018 Contingent Note as of the Amendment Effective Date, (B) with respect to the 2019 Contingent Note, interest payments in accordance with Section 7(b)(iii) of the 2019 Contingent Note as of the Amendment Effective Date and (C) with respect to the Guaranty Promissory Note, interest payments in accordance with Section 7 of the Guaranty Promissory Note as of the Amendment Effective Date, in each case, in an amount not to exceed the amount set forth in the applicable Seller Note as of the Amendment Effective Date and to be paid on a date no earlier than those dates set forth in the applicable Seller Note, iii. with respect to the Seller Notes, payments with respect to Indebtedness thereunder that are “payment-in-kind” and capitalized, compounded and added to the unpaid principal amount of the applicable Seller Note, iv. any payments in respect of earn-out obligations of the type described in Section 7.02(j) so long as each of the following conditions is satisfied: (A) such proposed earn-out payments do not exceed two million five-hundred thousand Euros (€2,500,000) in the aggregate, (B) no Event of Default has occurred and is continuing or would result therefrom (C) the Indebtedness creating the payment obligation is non-recourse to any Credit Party and (D) the Borrower Representative shall have delivered a certificate to the Administrative Agent, prior to any such proposed earn-out payment, certifying the Borrowers shall be in compliance with Sections 7.13, determined on a pro forma basis after giving effect to such proposed earn-out payment, v. so long as no Default or Event of Default shall have occurred or be continuing or would result therefrom, prepayments of Junior Indebtedness in an aggregate amount not exceed the Available Amount on the date of such prepayment.

Appears in 1 contract

Samples: Credit Agreement

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