Limitations on Certain Indebtedness. While any amounts owned under this Note are outstanding, the Borrower will not itself, and will not permit any subsidiary to, create, assume, incur or in any manner become liable in respect of any Indebtedness (as defined below) other than Senior Debt. For purposes of this Agreement, Indebtedness shall mean and include the aggregate amount of, without duplication (i) all obligations for borrowed money, (ii) all obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations to pay the deferred purchase price of property or services (other than accounts payable incurred in the ordinary course of business determined in accordance with generally accepted accounting principles), (iv) all obligations under capital leases, (v) all obligations or liabilities of others secured by a lien on any assets, whether or not such obligation or liability is assumed, (vi) all guaranties of the obligations of another individual or entity, (vii) all obligations created or arising under any conditional sale or other title retention agreement with respect to property acquired (even if the rights and remedies of the seller or lender under such agreement upon an event of default are limited to repossession or sale of such property), (viii) net exposure under any interest rate swap, currency swap, forward, cap, floor or other similar contract that is not entered to in connection with a bona fide hedging operation that provides offsetting benefits, which agreements shall be marked to market on a current basis, and (ix) all reimbursement and other payment obligations, contingent or otherwise, in respect of letters of credit.
Appears in 2 contracts
Samples: Subordinated Convertible Note Purchase Agreement, Subordinated Convertible Note Purchase Agreement (Mascoma Corp)
Limitations on Certain Indebtedness. While any amounts owned under this Note are outstanding, the Borrower will not itself, and will not permit any subsidiary to, create, assume, incur or in any manner become liable in respect of any Indebtedness (as defined below) other than Senior Debt. For purposes of this Agreement, Indebtedness “Indebtedness” shall mean and include the aggregate amount of, without duplication (i) all obligations for borrowed money, (ii) all obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations to pay the deferred purchase price of property or services (other than accounts payable incurred in the ordinary course of business determined in accordance with generally accepted accounting principles), (iv) all obligations under capital leases, (v) all obligations or liabilities of others secured by a lien on any assets, whether or not such obligation or liability is assumed, (vi) all guaranties of the obligations of another individual or entity, (vii) all obligations created or arising under any conditional sale or other title retention agreement with respect to property acquired (even if the rights and remedies of the seller or lender under such agreement upon an event of default are limited to repossession or sale of such property), (viii) net exposure under any interest rate swap, currency swap, forward, cap, floor or other similar contract that is not entered to in connection with a bona fide hedging operation that provides offsetting benefits, which agreements shall be marked to market on a current basis, and (ix) all reimbursement and other payment obligations, contingent or otherwise, in respect of letters of credit.
Appears in 2 contracts
Samples: Subordinated Convertible Promissory Note and Warrant Purchase Agreement, Subordinated Convertible Promissory Note and Warrant Purchase Agreement (Mascoma Corp)
