Limitation of Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:
(a) Indebtedness of the Company under or in respect of the Transaction Documents;
(b) Indebtedness under or in respect of (i) the Revolving Loan Agreement (including Indebtedness in respect of Letters of Credit issued under the Revolving Loan Agreement), and any replacement of the Revolving Loans, not to exceed $45,000,000 in the aggregate principal amount outstanding at any time (unless increased to an amount up to $50,000,000 pur- suant to an increase in the Working Capital Loan Commitments (as defined in the Revolving Loan Agreement) from $20,000,000 to an amount up to $25,000,000 in accordance with the terms of the "Intercreditor Agreement" included in the Foothill Loan Documents) or (ii) the Secured Floating Rate Note Agreement, and any replacement Indebtedness, not to exceed the amount then outstanding under such Note Agreement, provided that any such replacement loans shall be on terms and conditions collectively no less favorable to the Company than those set forth in the Revolving Loan Agreement or the Secured Floating Rate Note Agreement, as applicable;
(c) [intentionally omitted];
(d) Indebtedness of the Company in respect of the Unsecured Cash Flow Notes;
(e) Indebtedness of the Company and its Subsidiar- ies at any time outstanding, whether recourse or nonrecourse and whether incurred in connection with Subsidiary Property Under Development or otherwise, not exceeding $55,000,000 (less the face amount of all outstanding Guarantee Obligations per- mitted under Section 7.4(c) in respect of Indebtedness of any Unrestricted Subsidiary or Joint Venture) in the aggregate; provided, however, that the proceeds of such Indebtedness used to acquire, finance, or refinance Real Property shall not ex- ceed 80% of the lesser of the purchase price or fair market value of such Real Property at the time of application of such proceeds;
(f) Indebtedness of the Company to any Subsidiary or of any Subsidiary to the Company; provided that (i) such intercompany Indebtedness shall not be evidenced by promissory notes or any other instruments, and (ii) all Indebtedness of Subsidiaries to the Company shall not exceed an aggregate prin- cipal amount of $20,000,000 at any time;
(g) Indebtedness of the Company and its Subsidiar- ies outstanding on the date hereof and listed on Schedule 4.16;
(h) The limitations otherwise imposed by Section 7.2(e) notwithstanding, Indebtedness of any Subsidiary to Per- son...
Limitation of Indebtedness. The Company will not incur any indebtedness, other than trade debt incurred in the ordinary course of business, without the approval of Edge.
Limitation of Indebtedness. Excluding the Debt, Partner Loans and Indebtedness for borrowed money described on Schedule 9.4, Borrower shall not incur any borrowed money obligation, guaranty or provide security for any Indebtedness of another Person or enter into or issue any agreement providing for Borrower to incur or guaranty Indebtedness for borrowed money without the prior written consent of Lender, which may be withheld for any reason or no reason. Notwithstanding the foregoing, Borrower may incur ordinary trade debt to vendors, and suppliers and providers of services without violation of this Section 9.4. Borrower shall give Lender prior written notice of any proposed Indebtedness for borrowed money and Lender shall inform Borrower in writing of whether it approves or disapproves such proposed Indebtedness for borrowed money within ten (10) days after receipt of Borrower’s written notice. If Lender consents to Borrower incurring or guaranteeing any Indebtedness for borrowed money, as a condition of Lender granting such consent, Borrower and the other lender (“New Lender”) shall, unless otherwise agreed by Lender in writing, enter into a written agreement with Lender, which shall be satisfactory to Lender in all respects, providing that (a) the priority of the payment of the Debt always shall be superior to the priority of the payment of such other Indebtedness for borrowed money, (b) no Liens securing such Indebtedness for borrowed money shall be placed on the assets of Borrower or the Property or on the economic or legal interests in Borrower without Lender’s express prior written consent, which may be withheld for any reason or for no reason, (c) the priority of Lender’s Liens and security interest against the Property and the assets of Borrower always shall be superior to the priority of any Liens or security interests, if any, in favor of the New Lender, (d) Lender shall be given written notice by the New Lender of any material default or event of default occurring under the loan documents evidencing Indebtedness owed to the New Lender (“New Loan Documents”), (e) upon any Event of Default under this Agreement or upon any default or event of default under the New Loan Documents, Lender shall have the right, but not the obligation, to cure the default thereunder prior to acceleration and/or, at Lender’s alternative, to purchase the New Loan Documents and the Indebtedness evidenced thereby upon terms satisfactory to Lender, and (f) the terms of the New Loan Documents providing...
Limitation of Indebtedness. Borrower will not create, incur, assume or permit to exist, directly or indirectly, any additional indebtedness except: (a) indebtedness to Bank; (b) trade indebtedness (which shall not include any borrowing, trade acceptance or notes given in settlement of trade indebtedness) incurred in the ordinary course of business and not in dispute or more than thirty days past due; (c) existing indebtedness and existing obligations previously disclosed to Bank in writing; and (d) indebtedness which shall be consented to by Bank in writing in advance, in Bank’s sole but reasonable discretion, and if required by Bank, subordinated to the Obligations by a written agreement satisfactory to Bank in form and substance.
Limitation of Indebtedness. Incur, create, assume or permit to exist any Indebtedness except for (i) Indebtedness incurred under this Agreement and the other Loan Documents; (ii) current accounts payable or accrued, incurred by Borrower in the ordinary course of business which are not past due beyond their respective maturities; and (iii) capital leases and/or purchase money debt not to exceed $250,000.00 in the aggregate at any time outstanding subject to review and Budget and Business Plan revisions.
Limitation of Indebtedness. 31 SECTION 4.04. Limitation on Restricted Payments...................................... 34 SECTION 4.05. Limitation on Restrictions on Distributions from Restricted Subsidiaries.............................................. 37 SECTION 4.06. Limitation on Sales of Assets and Subsidiary Stock..................... 38 SECTION 4.07. Limitation on Transactions with Affiliates............................. 41 SECTION 4.08. Change of Control...................................................... 42 SECTION 4.09.
Limitation of Indebtedness. Except with the prior written consent of the Lender, no Borrower will create, incur, assume or suffer to exist, or in any manner become or be liable directly or indirectly with respect to, any Indebtedness except: (i) the Obligations; (ii) Indebtedness for borrowed money existing on the date of this Agreement and described on Exhibit B hereto or in the Initial Financial Statement; (iii) Indebtedness on open account for the purchase price of services, materials and supplies incurred by such Borrower in the ordinary course of business, or consisting of open account transactions between the Borrowers in the ordinary course of business, (in any such case not as a result of borrowing), so long as all of such open account Indebtedness shall be promptly paid and discharged when due or in conformity with customary trade terms and practices, except for any such open account Indebtedness which is being contested in good faith by such Borrower and as to which adequate reserves required by GAAP have been established and are being maintained; and (iv) Indebtedness in respect of capital leases and purchase money security interests of any Borrower representing obligations permitted to be incurred by the terms of this Agreement and (except in the case of any such liabilities assumed by a Borrower in connection with an acquisition permitted by Section 5.7(ii)) incurred in the ordinary course of business and consistent with past practices; provided, that the aggregate principal amount of Indebtedness permitted by this clause (iv) shall not exceed $10,000,000 at any one time outstanding.
Limitation of Indebtedness. None of the Borrowers will create, incur, assume or suffer to exist, or in any manner become or be liable directly or indirectly with respect to, any Indebtedness except: (i) the Obligations; (ii) Indebtedness existing on the date of this Agreement and set forth on Exhibit C hereto; (iii) Indebtedness for the purchase price of capital assets incurred in the ordinary course of business, to the extent such purchase is permitted by Section 5.10; (iv) Indebtedness for taxes, assessments or governmental charges to the extent that payment therefor shall at the time not be required to be made in accordance with Section 5.4; and (v) Indebtedness on open account for the purchase price of services, materials and supplies incurred by any of the Borrowers in the ordinary course of business (not as a result of borrowing), so long as all of such open account Indebtedness shall be promptly paid and discharged when due or in conformity with customary trade terms and practices, except for any such open account Indebtedness which is being contested in good faith by the Borrowers, as to which adequate reserves required by GAAP have been established and are being maintained and as to which no encumbrance has been placed on any property of any of the Borrowers.
Limitation of Indebtedness. The Borrower nor any other member of the Group undertakes not to create any other Indebtedness with any bank or other financial institution in the amount exceeding DM 10,000,000 without the prior written consent of the Facility Agent.
Limitation of Indebtedness. 79 7.3 Limitation on Liens............................................................................80 7.4 Limitation on Guarantee Obligations............................................................82 7.5
