Common use of Limitations on Debt Clause in Contracts

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(d); provided that the aggregate outstanding principal amount of all such Debt shall not at any time exceed $1,000,000; (c) Debt arising under Capital Leases and Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Debt to be Repaid; provided that all such Debt to be Repaid shall be repaid on or before the Effective Date; (h) Subordinated Debt (and Suretyship Liabilities in respect thereof arising under, or as a condition to the closing of, the Note Purchase Agreement); (i) Debt existing on the date hereof and listed on Schedule 10.7(i), and refinancings of any such Debt so long as the principal amount of such Debt is not increased and the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing (except that interest and fees payable with respect to such refinanced Debt may be at the then-prevailing market rates); (j) Debt from the Parent to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; and (k) any other Debt in an aggregate principal amount not to exceed $300,000 at any time.

Appears in 1 contract

Samples: Credit Agreement (Middleby Corp)

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Limitations on Debt. Not, and not permit any Significant Subsidiary to, create, incur, assume or suffer to exist any Debt, except: : (a) obligations Debt arising under this Agreement and the other Loan Documents; ; (b) unsecured seller Debt which represents all incurred to finance the acquisition, construction or part improvement of the purchase price payable any fixed or capital asset (including (i) obligations under Capital Leases and (ii) Debt assumed in connection with the acquisition of any such asset or secured by a transaction permitted by Section 10.10(dLien on such asset prior to the acquisition thereof (and not incurred in contemplation of such acquisition); provided that (x) such Debt is incurred prior to or substantially concurrently with such acquisition or not later than 45 days following the completion of such construction or improvement, as the case may be, (y) such Debt does not exceed the cost of such asset as of the date of such acquisition or completion of construction thereof or of such improvement on the date of completion thereof, as the case may be, and (z) the aggregate outstanding principal amount of all such Debt shall described in this clause (b) does not at any time exceed the greater of (A) $1,000,000; 80,000,000 and (B) 10% of the consolidated tangible assets of the Company and its Subsidiaries; (c) Debt arising under Capital Leases and Debt secured by Liens permitted by Section 10.8(dsubsection 10.8(k); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; ; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; outstanding on April 30, 2007 and listed in Schedule 10.7; (e) Hedging Obligations refinancings, extensions or renewals of any of the foregoing Debt so long as the material terms applicable to such refinanced Debt are no less favorable to the Company or any Subsidiary the applicable Significant Subsidiary, taken as a whole, than the material terms in effect immediately prior to such refinancing and the principal amount thereof is not increased; (f) Subordinated Debt; (g) Hedging Obligations incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (h) Debt of a Person acquired in connection with a Permitted Acquisition that was not incurred in contemplation thereof; (i) Debt of the Company or a Significant Subsidiary as an account party in respect of trade and standby letters of credit; (j) Debt arising under surety, custom and similar bonds in the ordinary course of business consistent with past practice; (k) other unsecured Debt of Domestic Subsidiaries that are Significant Subsidiaries; provided that the aggregate amount of all such Debt shall not at any time exceed an amount equivalent to 5% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (fl) Securitization Obligations in an aggregate outstanding amount not exceeding at any time the greater of (i) $150,000,000 and (ii) 12% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (m) Debt under the Existing Credit Agreement; and (n) other unsecured Debt of the Company to and Foreign Subsidiaries that are Significant Subsidiaries; (g) Debt to be Repaid; provided that all such Debt to be Repaid shall be repaid on or before that, at the Effective Date; (h) Subordinated Debt (and Suretyship Liabilities in respect thereof arising under, or as a condition to the closing oftime of incurrence thereof, the Note Purchase Agreement); (i) Debt existing on Company is in pro forma compliance with the date hereof and listed on Schedule 10.7(i), and refinancings of any such Debt so long as the principal amount of such Debt is not increased and the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms covenants set forth in effect immediately prior to such refinancing (except that interest and fees payable with respect to such refinanced Debt may be at the then-prevailing market rates); (j) Debt from the Parent to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; and (k) any other Debt in an aggregate principal amount not to exceed $300,000 at any timeSection 10.6.

Appears in 1 contract

Samples: Term Loan Agreement (Regal Beloit Corp)

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: : (a) obligations under this Agreement in respect of the Loans, the L/C Applications and the other Loan Documents; Letters of Credit; (b) unsecured seller Debt of the Company which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(d10.11(c); provided that the aggregate outstanding principal amount of all such unsecured Debt shall not at any time exceed $1,000,000; 5,000,000; (c) Debt arising under Capital Leases and Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (fother than ERMFI) unsecured Debt of the Company to Subsidiaries; secured by Liens permitted by subsection 10.8(c) or (g) Debt to be Repaid; provided that all such Debt to be Repaid shall be repaid on or before the Effective Date; (h) Subordinated Debt (and Suretyship Liabilities in respect thereof arising under, or as a condition to the closing of, the Note Purchase Agreement); (i) Debt existing on the date hereof and listed on Schedule 10.7(id), and refinancings of any such Debt so long as the principal amount of such Debt is not increased and the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing refinancing, provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (except that interest d) Debt of the Company or any Subsidiary (other than ERMFI) arising under Capital Leases in an aggregate amount not at any time exceeding $1,000,000; (e) Debt of Subsidiaries owed to the Company; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt arising under Hedging Agreements entered into in the ordinary course of business as bona fide hedging transactions (including any Hedging Agreement entered into pursuant to Section 10.21) and fees payable with respect not for speculative purposes; (i) Debt of ERMFI listed on Schedule I to the Second Amendment to this Agreement and refinancings of such Debt so long as the terms applicable to such refinanced Debt may be at are no less favorable to ERMFI than the then-prevailing market rates)terms in effect immediately prior to such refinancing; provided that neither the Company nor any other Subsidiary shall guarantee or otherwise have any liability with respect to any such Debt; and (j) additional Debt from of ERMFI not at any time exceeding in the Parent to aggregate $4,000,000; provided that neither the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; and (k) nor any other Debt in an aggregate principal amount not Subsidiary shall guarantee or otherwise have any liability with respect to exceed $300,000 at any timesuch Debt.

Appears in 1 contract

Samples: Credit Agreement (Earthcare Co)

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: : (a) obligations under this Agreement and the other Loan Documents; ; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(d)Permitted Acquisitions; provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $1,000,000; 15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt arising under Capital Leases and Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; 10,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; ; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; ; (f) unsecured Debt of the Company to Subsidiaries; ; (g) Debt to be Repaid; provided that all such Debt to be Repaid shall be repaid on or before the Effective Date; Subordinated Debt; (h) Subordinated Debt (and Suretyship Liabilities in respect thereof arising under, or as a condition to the closing of, the Note Purchase Agreement); (i) Debt existing on the date hereof and listed on Schedule 10.7(i10.7(h), and refinancings refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased except to the extent of any premium, accrued interest and expenses incurred in connection therewith and the terms applicable to such Debt (as so refinanced Debt or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced Debt or modified) may be at the then-prevailing market rates); ; (ji) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; and ; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) any Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $300,000 250,000,000 outstanding at any time.

Appears in 1 contract

Samples: Credit Agreement (Middleby Corp)

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: : (a) obligations under this Agreement and the other Loan Documents; ; (b) Debt (other than Real Estate Debt) secured by Liens permitted by Section 9.8(d), and extensions, renewals and refinancings thereof; (c) unsecured seller Debt which represents all of Domestic Subsidiaries to the Company or part to any other Domestic Subsidiary; (d) unsecured Debt of the purchase price payable Company to Domestic Subsidiaries; (i) the Subordinated Notes and guaranties thereof provided by the Domestic Subsidiaries, so long as each such guaranty thereof is subordinated to the obligations of the respective Domestic Subsidiary under the Loan Documents on substantially the same basis as the obligations of the Company under the Subordinated Notes are subordinated to the obligations of the Company under the Loan Documents, (ii) other Subordinated Debt and (iii) Refinancing Debt in respect thereof; provided that the aggregate principal amount of all Seller Subordinated Debt at any time outstanding shall not exceed $50,000,000; (f) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (g) Debt described on Schedule 9.7 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased and the obligors are not changed; (h) Debt with respect to any Floor Plan Financing provided to the Company or any Domestic Subsidiary by any Floor Plan Financing Provider party to the Intercreditor Agreement or any other Person to whom the Required Lenders, in their sole discretion, consent; (i) Debt to MBFS in respect of Floor Plan Financings; (j) other Debt, in addition to the Debt listed above, of the Company and its Domestic Subsidiaries in an aggregate amount not at any time exceeding $75,000,000; (k) Debt of Foreign Subsidiaries to (x) the Company or any Subsidiary or (y) any other Person as to which neither the Company nor any Domestic Subsidiary is directly or indirectly liable or provides any Suretyship Liability or credit support of any kind; (l) recourse obligations, repurchase obligations and Suretyship Liabilities of the Company (other than Suretyship Liabilities of the Company and its Domestic Subsidiaries with respect to obligations of Foreign Subsidiaries) and Domestic Subsidiaries arising in the ordinary course of business in connection with the sale of retail installment contracts or retail leases involving Motor Vehicles to financial institutions that are not Restricted Affiliates; (m) obligations arising from agreements by the Company or a transaction Subsidiary to provide for indemnification, customary purchase price closing adjustments, earn-outs or other similar obligations, in each case, incurred in connection with an Acquisition permitted hereunder; (n) Debt of the Company or any of its Subsidiaries arising from the honoring by Section 10.10(d); a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Debt is extinguished within three Business Days of incurrence; (o) Real Estate Debt, provided that the aggregate outstanding principal amount of all such Real Estate Debt of the Company and its Subsidiaries shall not exceed $250,000,000 at any time; (p) Suretyship Liabilities of the Company or any of its Domestic Subsidiaries with respect to (i) Debt that is otherwise permitted under this Section 9.7 (other than the Debt permitted under Section 9.7(k)) or (ii) other obligations incurred in the ordinary course of business of the Company and its Domestic Subsidiaries; (q) the LJVP Bond Obligations; provided that the aggregate amount of LJVP Bond Obligations allocable to the principal amount of the LJVP Bonds shall not at any time exceed $1,000,000; (c) Debt arising under Capital Leases 63,140,000 and Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding interest rate on the LJVP Bonds plus the rate applicable to the PAG Co-Obligation Fee shall not exceed $2,000,000; 6.5% per annum; (dr) Debt of Subsidiaries owed to the Parent or Hertz Entities consisting of Hertz Debt and any other Subsidiary; (e) Hedging Obligations of unsecured guarantee by the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Debt to be Repaid; provided that all such Debt to be Repaid shall be repaid on or before the Effective Date; (h) Subordinated Debt (and Suretyship Liabilities in respect thereof arising underthereof, or as a condition to the closing of, the Note Purchase Agreement); (i) Debt existing on the date hereof and listed on Schedule 10.7(i), and refinancings of any such Debt so long as the principal amount of such Debt is not increased and the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing (except that interest and fees payable with respect to such refinanced Debt may be at the then-prevailing market rates); (j) Debt from the Parent to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; and (k) any other Debt in an aggregate principal amount not to exceed $300,000 at any time200,000,000; and (s) Debt of MB Greenwich with respect to Floor Plan Financings.

Appears in 1 contract

Samples: Credit Agreement (Penske Automotive Group, Inc.)

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(d10.10(c); provided that the aggregate outstanding principal amount of all such Debt shall not at any time exceed $1,000,000; (c) Debt arising under Capital Leases and Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Debt to be Repaid; provided that all such Debt to be Repaid shall be repaid on or before the Effective Date; (h) Subordinated Debt (and Suretyship Liabilities in respect thereof arising under, or as a condition to the closing of, the Note Purchase Agreement); (ih) Debt existing on the date hereof and listed on Schedule 10.7(i10.7(h), and refinancings of any such Debt so long as the principal amount of such Debt is not increased and the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing (except that interest and fees payable with respect to such refinanced Debt may be at the then-prevailing market rates); 49 (i) Debt arising under the Eximbank Financing Agreements not to exceed $10,000,000 in aggregate principal amount at any time outstanding; (j) Debt from the Parent to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; and (k) Debt of Middleby Espa&ntidle;a, S.L. in an aggregate principal amount not to exceed $2,500,000 at any time, and any other Debt in an aggregate principal amount not to exceed $300,000 at any time.

Appears in 1 contract

Samples: Credit Agreement (Middleby Corp)

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: : (a) obligations under this Agreement and the other Loan Documents; ; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(d10.10(c); provided that the aggregate outstanding principal amount of all such Debt shall not at any time exceed $1,000,000; ; (c) Debt arising under Capital Leases and Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; ; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; ; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; ; (f) unsecured Debt of the Company to Subsidiaries; ; (g) Debt to be Repaid; provided that all such Debt to be Repaid shall be repaid on or before the Effective Date; Subordinated Debt; (h) Subordinated Debt (and Suretyship Liabilities in respect thereof arising under, or as a condition to the closing of, the Note Purchase Agreement); (i) Debt existing on the date hereof and listed on Schedule 10.7(i10.7(h), and refinancings refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced Debt or otherwise modified) are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced Debt or modified) may be at the then-prevailing market rates); ; (i) Debt arising under the Eximbank Financing Agreements not to exceed $10,000,000 in aggregate principal amount at any time outstanding; (j) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; and ; (k) any other Debt in an aggregate principal amount not to exceed $300,000 5,000,000 at any time; (l) subject to the limitations set forth in Section 10.8(l), Debt arising under Capital Leases; and (m) Suretyship Liabilities permitted by Section 10.19.

Appears in 1 contract

Samples: Credit Agreement (Middleby Corp)

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: : (a) obligations under this Agreement and the other Loan Documents; ; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(d)Permitted Acquisitions; provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $1,000,000; 40,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt arising under Capital Leases and Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate principal amount of all such Debt at any time outstanding shall not exceed $2,000,000; 50,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; ; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; ; (f) unsecured Debt of the Company to Subsidiaries; ; (g) Debt to be Repaid; provided that all such Debt to be Repaid shall be repaid on or before the Effective Date; Subordinated Debt; (h) Subordinated Debt (and Suretyship Liabilities in respect thereof arising under, or as a condition to the closing of, the Note Purchase Agreement); (i) Debt existing on the date hereof and listed on Schedule 10.7(i10.7(h), and refinancings refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased except to the extent of any premium, accrued interest, fees, costs and expenses incurred in connection therewith and the terms applicable to such Debt (as so refinanced Debt or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced Debt or modified) may be at the then-prevailing market rates); ; (ji) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes Taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; and ; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.18(d), (i), (j), (n), (o) or (p); (l) Debt of Foreign Subsidiaries, provided that the aggregate principal amount of all such Debt at any other Debt time outstanding shall not exceed $150,000,000; (m) Securitization Obligations in an aggregate principal outstanding amount not to exceed $300,000 exceeding at any timetime $200,000,000; (n) Debt arising out of performance guarantees, completion guarantees, performance bonds, bid bonds, appeal bonds, surety bonds, judgment bonds, replevin bonds and similar bonds and other similar obligations in the ordinary course of business; (o) Debt incurred solely to finance insurance premiums in the ordinary course of business; (p) obligations arising from agreements providing for customary indemnification, earnouts, adjustment of purchase price, non-compete, consulting or other similar obligations, in each case arising in connection with acquisitions or dispositions of any business, assets or Subsidiary; and (q) other Debt so long as, both immediately before and immediately after giving effect to the incurrence of such Indebtedness, the Parent is in pro forma compliance with the Leverage Ratio then in effect pursuant to Section 10.6.2 based on the most recently available quarterly financial statements of the Parent.

Appears in 1 contract

Samples: Credit Agreement (Middleby Corp)

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: : (a) obligations under this Agreement and the other Loan Documents; ; (b) Debt (other than Real Estate Debt) secured by Liens permitted by Section 9.8(d), and extensions, renewals and refinancings thereof; (c) Unsecured Debt of Domestic Subsidiaries to the Company or to any other Domestic Subsidiary; (d) unsecured seller Debt which represents all or part of the purchase price payable Company to Domestic Subsidiaries; (e) (i) the Subordinated Notes and guaranties thereof provided by the Domestic Subsidiaries, so long as each such guaranty thereof is subordinated to the obligations of the respective Domestic Subsidiary under the Loan Documents on substantially the same basis as the obligations of the Company under the Subordinated Notes are subordinated to the obligations of the Company under the Loan Documents, (ii) other Subordinated Debt and (iii) Refinancing Debt in respect thereof; provided that the aggregate principal amount of all Seller Subordinated Debt at any time outstanding shall not exceed $50,000,000; (f) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (g) Debt described on Schedule 9.7 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased and the obligors are not changed; (h) Debt with respect to any Floor Plan Financing provided to the Company or any Domestic Subsidiary by any Floor Plan Financing Provider party to the Intercreditor Agreement or any other Person to whom the Required Lenders, in their sole discretion, consent; (i) Debt to DCFS in respect of Floor Plan Financings; (j) other Debt, in addition to the Debt listed above, of the Company and its Domestic Subsidiaries in an aggregate amount not at any time exceeding $50,000,000; (k) Debt of Foreign Subsidiaries to (x) the Company or any Subsidiary or (y) any other Person as to which neither the Company nor any Domestic Subsidiary is directly or indirectly liable or provides any Suretyship Liability or credit support of any kind; (l) recourse obligations, repurchase obligations and Suretyship Liabilities of the Company (other than Suretyship Liabilities of the Company and its Domestic Subsidiaries with respect to obligations of Foreign Subsidiaries) and Domestic Subsidiaries arising in the ordinary course of business in connection with the sale of retail installment contracts or retail leases involving Motor Vehicles to financial institutions that are not Restricted Affiliates; (m) obligations arising from agreements by the Company or a transaction Subsidiary to provide for indemnification, customary purchase price closing adjustments, earn-outs or other similar obligations, in each case, incurred in connection with an Acquisition permitted hereunder; (n) Debt of the Company or any of its Subsidiaries arising from the honoring by Section 10.10(d); a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Debt is extinguished within three Business Days of incurrence; (o) Real Estate Debt, provided that the aggregate outstanding principal amount of all such Real Estate Debt shall not at any time exceed $1,000,000; (c) Debt arising under Capital Leases of the Company and Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding its Subsidiaries shall not exceed $2,000,000175,000,000 at any time; and (dp) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations Suretyship Liabilities of the Company or any Subsidiary of its Domestic Subsidiaries with respect to (i) Debt that is otherwise permitted under this Section 9.7 (other than the Debt permitted under Section 9.7(k)) or (ii) other obligations incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to and its Domestic Subsidiaries; (g) Debt to be Repaid; provided that all such Debt to be Repaid shall be repaid on or before the Effective Date; (h) Subordinated Debt (and Suretyship Liabilities in respect thereof arising under, or as a condition to the closing of, the Note Purchase Agreement); (i) Debt existing on the date hereof and listed on Schedule 10.7(i), and refinancings of any such Debt so long as the principal amount of such Debt is not increased and the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing (except that interest and fees payable with respect to such refinanced Debt may be at the then-prevailing market rates); (j) Debt from the Parent to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; and (k) any other Debt in an aggregate principal amount not to exceed $300,000 at any time.

Appears in 1 contract

Samples: Credit Agreement (Penske Automotive Group, Inc.)

Limitations on Debt. Not, and not permit any Significant Subsidiary to, create, incur, assume or suffer to exist any Debt, except: : (a) obligations Debt arising under this Agreement and the other Loan Documents; ; (b) unsecured seller Debt which represents all incurred to finance the acquisition, construction or part improvement of the purchase price payable any fixed or capital asset (including (i) obligations under Capital Leases and (ii) Debt assumed in connection with the acquisition of any such asset or secured by a transaction permitted by Section 10.10(dLien on such asset prior to the acquisition thereof (and not incurred in contemplation of such acquisition); provided that (x) such Debt is incurred prior to or substantially concurrently with such acquisition or not later than 45 days following the completion of such construction or improvement, as the case may be, (y) such Debt does not exceed the cost of such asset as of the date of such acquisition or completion of construction thereof or of such improvement on the date of completion thereof, as the case may be, and (z) the aggregate outstanding principal amount of all such Debt shall described in this clause (b) does not at any time exceed the greater of (A) $1,000,000; 80,000,000 and (B) 10% of the consolidated tangible assets of the Company and its Subsidiaries; (c) Debt arising under Capital Leases and Debt secured by Liens permitted by Section 10.8(dsubsection 10.8(k); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; ; (d) Debt of Subsidiaries owed to outstanding on the Parent or any other Subsidiary; Effective Date and listed in Schedule 10.7; (e) Hedging Obligations refinancings, extensions or renewals of any of the foregoing Debt so long as the material terms applicable to such refinanced Debt are no less favorable to the Company or any Subsidiary the applicable Significant Subsidiary, taken as a whole, than the material terms in effect immediately prior to such refinancing and the principal amount thereof is not increased; (f) Subordinated Debt; (g) Hedging Obligations incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (h) Debt of a Person acquired in connection with a Permitted Acquisition that was not incurred in contemplation thereof; (i) Debt of the Company or a Significant Subsidiary as an account party in respect of trade and standby letters of credit; (j) Debt arising under surety, custom and similar bonds in the ordinary course of business consistent with past practice; (k) other unsecured Debt of Domestic Subsidiaries that are Significant Subsidiaries; provided that the aggregate amount of all such Debt shall not at any time exceed an amount equivalent to 5% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (fl) Securitization Obligations in an aggregate outstanding amount not exceeding at any time the greater of (i) $150,000,000 and (ii) 12% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (m) Debt under the Existing Credit Agreement, so long such Debt is repaid concurrently with the making of the initial Credit Extensions hereunder; and (n) other unsecured Debt of the Company to and Foreign Subsidiaries that are Significant Subsidiaries; (g) Debt to be Repaid; provided that all such Debt to be Repaid shall be repaid on or before that, at the Effective Date; (h) Subordinated Debt (and Suretyship Liabilities in respect thereof arising under, or as a condition to the closing oftime of incurrence thereof, the Note Purchase Agreement); (i) Debt existing on Company is in pro forma compliance with the date hereof and listed on Schedule 10.7(i), and refinancings of any such Debt so long as the principal amount of such Debt is not increased and the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms covenants set forth in effect immediately prior to such refinancing (except that interest and fees payable with respect to such refinanced Debt may be at the then-prevailing market rates); (j) Debt from the Parent to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; and (k) any other Debt in an aggregate principal amount not to exceed $300,000 at any timeSection 10.6.

Appears in 1 contract

Samples: Credit Agreement (Regal Beloit Corp)

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Limitations on Debt. Not, and not permit any Material Subsidiary to, create, incur, assume or suffer to exist any Debt, except: except (a) obligations arising under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(d); provided that the aggregate outstanding principal amount of all such Debt shall not at any time exceed $1,000,000Senior Notes; (c) Debt in respect of Capital Leases; (d) Debt of Material Subsidiaries to the Company or to other Material Subsidiaries; (e) unsecured Debt of the Company to Subsidiaries not exceeding a Dollar Equivalent amount of U.S.$4,000,000; (f) Debt incurred in connection with deferred compensation and supplemental pension payments of the Company; (g) Hedging Obligations entered into by the Company or any Material Subsidiary; (h) Suretyship Liabilities in respect of any obligation of the Company or any Material Subsidiary permitted under this Agreement; (i) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with SECTION 10.4; (j) Debt in respect of judgments or awards not constituting an Event of Default under SECTION 12.1.8; (k) Debt arising under Capital Leases non-compete agreements not exceeding a Dollar Equivalent amount of U.S.$5,000,000; (l) other Debt outstanding on the date hereof and Debt secured by listed in SCHEDULE 10.7(1) or hereafter incurred in connection with Liens permitted by Section 10.8(d)SECTION 10.8, and extensions, renewals and refinancings of any Debt described in this CLAUSE (L) so long as the principal amount thereof is not increased; provided (m) Suretyship Liabilities in respect of indemnification obligations of the Company or any Material Subsidiary pursuant to contractual agreements entered into by the Company or such Subsidiary in the ordinary course of its business, not exceeding, in the aggregate for the Company and its Material Subsidiaries, a Dollar Equivalent amount of U.S.$2,500,000 at any time outstanding; (n) non-interest bearing demand promissory notes evidencing the Company's obligations under various casualty insurance policies to reimburse the issuing insurance companies for claims against the Company or any Subsidiary paid by such insurance companies; (o) Debt of Xxxxxxx and its Subsidiaries listed in SCHEDULE 10.7(O) which is repaid not less than 30 days after completion of the Xxxxxxx Acquisition; (p) Suretyship Liabilities in respect of obligations of any South American Affiliate of the Company in an aggregate Dollar Equivalent amount not at any time exceeding U.S.$5,000,000; (q) Suretyship Liabilities in respect of working capital Debt of Elgin Exploration Company Limited in an aggregate Dollar Equivalent amount not at any time exceeding U.S.$2,000,000; (r) working capital Debt of Xxxxxxx (and Suretyship Liabilities in respect thereof) in an aggregate Dollar Equivalent amount not at any time exceeding U.S.$10,000,000; (s) Suretyship Liabilities with respect to obligations of Xxxxx Xxxxxxx, Inc. in connection with performance bonds issued in the ordinary course of business, PROVIDED that the aggregate amount of all such Suretyship Liabilities shall not at any time exceed U.S.$5,000,000; (t) Suretyship Liabilities with respect to performance obligations of Elgin Exploration Company Limited relating to the frozen barrier project at Echo Bay Mines, Ltd.'s Aquarius Gold Mine in Timmins, Ontario, Canada; and (u) other Debt at any time outstanding outstanding, in addition to Debt permitted by CLAUSES (A) through (T), which, when aggregated with the aggregate Debt secured by Liens permitted pursuant to SECTION 10.8(N), shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Debt to be Repaid; provided that all such Debt to be Repaid shall be repaid on or before the Effective Date; (h) Subordinated Debt (and Suretyship Liabilities in respect thereof arising under, or as a condition to the closing of, the Note Purchase Agreement); (i) Debt existing on the date hereof and listed on Schedule 10.7(i), and refinancings of any such Debt so long as the principal Dollar Equivalent amount of such Debt is not increased and the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing (except that interest and fees payable with respect to such refinanced Debt may be at the then-prevailing market rates); (j) Debt from the Parent to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; and (k) any other Debt in an aggregate principal amount not to exceed $300,000 at any timeU.S.$7,500,000.

Appears in 1 contract

Samples: Credit Agreement (Layne Christensen Co)

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: : (a) obligations under this Agreement and the other Loan Documents; ; (b) Debt (other than Real Estate Debt) secured by Liens permitted by Section 9.8(d), and extensions, renewals and refinancings thereof; (c) unsecured seller Debt which represents all of Domestic Subsidiaries to the Company or part to any other Domestic Subsidiary, provided that, without the consent of the purchase price payable Required Lenders, neither the Company nor any Subsidiary shall make any Investment after the date hereof in MB Greenwich in an aggregate amount exceeding $5,000,000 at any one time outstanding except as required to prevent any default under, any automotive framework, franchise or dealer agreement of MB Greenwich; (d) unsecured Debt of the Company to Domestic Subsidiaries, provided that, without the consent of the Required Lenders, neither the Company nor any Subsidiary shall make any Investment after the date hereof in MB Greenwich in an aggregate amount exceeding $5,000,000 at any one time outstanding except as required to prevent any default under, any automotive framework, franchise or dealer agreement of MB Greenwich; (i) the Subordinated Notes and guaranties thereof provided by the Domestic Subsidiaries, so long as each such guaranty thereof is subordinated to the obligations of the respective Domestic Subsidiary under the Loan Documents on substantially the same basis as the obligations of the Company under the Subordinated Notes are subordinated to the obligations of the Company under the Loan Documents, (ii) other Subordinated Debt and (iii) Refinancing Debt in respect thereof; provided that the aggregate principal amount of all Seller Subordinated Debt at any time outstanding shall not exceed $50,000,000; (f) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (g) Debt described on Schedule 9.7 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased and the obligors are not changed; (h) Debt with respect to any Dealer Financing provided to the Company or any Domestic Subsidiary by any Dealer Financing Provider that is a party to the Intercreditor Agreement or any other Person to whom the Required Lenders, in their sole discretion, consent; (i) Debt to MBFS in respect of Dealer Financings; (j) other Debt, in addition to the Debt listed above, of the Company and its Domestic Subsidiaries in an aggregate amount not at any time exceeding $75,000,000; (k) Debt of Foreign Subsidiaries to (x) the Company or any Subsidiary or (y) any other Person as to which neither the Company nor any Domestic Subsidiary is directly or indirectly liable or provides any Suretyship Liability or credit support of any kind; (l) recourse obligations, repurchase obligations and Suretyship Liabilities of the Company (other than Suretyship Liabilities of the Company and its Domestic Subsidiaries with respect to obligations of Foreign Subsidiaries) and Domestic Subsidiaries arising in the ordinary course of business in connection with the sale of retail installment contracts or retail leases involving Motor Vehicles to financial institutions that are not Restricted Affiliates; (m) obligations arising from agreements by the Company or a transaction Subsidiary to provide for indemnification, customary purchase price closing adjustments, earn-outs or other similar obligations, in each case, incurred in connection with an Acquisition permitted hereunder; (n) Debt of the Company or any of its Subsidiaries arising from the honoring by Section 10.10(d); a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Debt is extinguished within three Business Days of incurrence; (o) Real Estate Debt, provided that the aggregate outstanding principal amount of all such Real Estate Debt of the Company and its Subsidiaries shall not exceed $250,000,000 at any time; (p) Suretyship Liabilities of the Company or any of its Domestic Subsidiaries with respect to (i) Debt that is otherwise permitted under this Section 9.7 (other than the Debt permitted under Section 9.7(k)) or (ii) other obligations incurred in the ordinary course of business of the Company and its Domestic Subsidiaries; (q) the LJVP Bond Obligations, provided that the aggregate amount of LJVP Bond Obligations allocable to the principal amount of the LJVP Bonds shall not at any time exceed $1,000,000; (c) Debt arising under Capital Leases 63,140,000 and Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding interest rate on the LJVP Bonds plus the rate applicable to the PAG Co-Obligation Fee shall not exceed $2,000,000; 6.5% per annum; (dr) Debt of Subsidiaries owed MB Greenwich with respect to the Parent or any other SubsidiaryDealer Financings; and (es) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Debt to be Repaid; provided that all such Debt to be Repaid shall be repaid on or before the Effective Date; (h) Subordinated Debt (and Suretyship Liabilities in respect thereof arising under, or as a condition to the closing of, the Note Purchase Agreement); (i) Debt existing on the date hereof and listed on Schedule 10.7(i), and refinancings of any such Debt so long as the principal amount of such Debt is not increased and the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing (except that interest and fees payable with respect to such refinanced Debt may be at the then-prevailing market rates); (j) Debt from the Parent to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; and (k) any other Debt ATC Entities in an aggregate principal amount at any time outstanding not to exceed $300,000 at 30,000,000 and any timerelated unsecured guarantee thereof by the Company.

Appears in 1 contract

Samples: Credit Agreement (Penske Automotive Group, Inc.)

Limitations on Debt. Not, and The Loan Parties shall not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: : (a) obligations the Indebtedness and any renewals or refinancings thereof; (b) any Debt as described in Schedule 9.1(b) and any renewals or refinancings of such Debt in amounts not exceeding the scheduled amounts (less any required amortization according to the terms thereof or other payments made reducing the principal amount of such Debt) on substantially the same terms or terms that are not more burdensome on such Loan Party as in effect on the Effective Date and otherwise in compliance with this Agreement, provided that no Default or Event of Default has occurred and is continuing, both before and after giving effect to the incurrence, renewal or refinancing thereof; (c) Debt incurred in connection with the acquisition, construction or improvement of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease) in an aggregate amount not exceeding $500,000 at any time outstanding, and any renewals or refinancing of such Debt, on substantially the same terms or terms that are not more burdensome on such Loan Party as in effect on the date of incurrence of such Debt and otherwise in compliance with this Agreement, provided that no Default or Event of Default has occurred and is continuing, both before and after giving effect to the incurrence, renewal or refinancing thereof; (d) the existing Subordinated Debt, and any renewals or refinancings thereof in amounts not exceeding the original principal amount thereof as of the Effective Date after giving effect to any payments made reducing the principal amount of the existing Subordinated Debt permitted under this the existing Subordination Agreement plus the amount of any payable in kind interest, such renewals and refinancings being subject to the terms of the existing Subordination Agreement and the other Loan Documents; provisions of this Agreement; (bd-1) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(d); provided that the aggregate outstanding principal amount of all such Debt shall not at any time exceed $1,000,000; (c) Debt arising under Capital Leases and Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to Borrower to the Parent or any other Subsidiary; extent permitted under Section 9.9(c-1) below; (e) Debt in respect of Hedging Contracts authorized as required under Section 8.9; (f) Guarantee Obligations of to the Company or any Subsidiary extent permitted under Section 9.3; (g) Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations or to or for bona fide hedging the benefit of any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the Loan Parties’ industry and not for speculationnot, in the aggregate in excess of $250,000 at any time outstanding, plus the amount of any such appeal bonds required in connection with appeals relating to the Borrower’s pending litigation disclosed in Schedule 7.4; and (fh) additional unsecured Debt of the Company to Subsidiaries; (g) Loan Parties not otherwise described above, such additional unsecured Debt to be Repaid; provided that all such consist of Debt to be Repaid shall be repaid on or before the Effective Date; (h) Subordinated Debt (and Suretyship Liabilities not in respect thereof arising under, or as a condition to the closing of, the Note Purchase Agreement); (i) Debt existing on the date hereof and listed on Schedule 10.7(i), and refinancings excess of any such Debt so long as the principal amount of such Debt is not increased and the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms $500,000 in effect immediately prior to such refinancing (except that interest and fees payable with respect to such refinanced Debt may be at the then-prevailing market rates); (j) Debt from the Parent to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; and (k) any other Debt in an aggregate principal amount not to exceed $300,000 at any timeone time outstanding, provided that no Default or Event of Default shall have occurred and be continuing at the time of incurring such Debt or shall result from the incurrence of such Debt.

Appears in 1 contract

Samples: Loan Agreement

Limitations on Debt. Not, and The Loan Parties shall not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: : (a) obligations the Indebtedness and any renewals or refinancings thereof; (b) any Debt as described in Schedule 9.1(b) and any renewals or refinancings of such Debt in amounts not exceeding the scheduled amounts (less any required amortization according to the terms thereof or other payments made reducing the principal amount of such Debt) on substantially the same terms or terms that are not more burdensome on such Loan Party as in effect on the Effective Date and otherwise in compliance with this Agreement, provided that no Default or Event of Default has occurred and is continuing, both before and after giving effect to the incurrence, renewal or refinancing thereof; (c) Debt incurred in connection with the acquisition, construction or improvement of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease) in an aggregate amount not exceeding $500,000 at any time outstanding, and any renewals or refinancing of such Debt, on substantially the same terms or terms that are not more burdensome on such Loan Party as in effect on the date of incurrence of such Debt and otherwise in compliance with this Agreement, provided that no Default or Event of Default has occurred and is continuing, both before and after giving effect to the incurrence, renewal or refinancing thereof; (d) the existing Subordinated Debt, and any renewals or refinancings thereof in amounts not exceeding the original principal amount thereof as of the Effective Date after giving effect to any payments made reducing the principal amount of the existing Subordinated Debt permitted under this the existing Subordination Agreement plus the amount of any payable in kind interest, such renewals and refinancings being subject to the terms of the existing Subordination Agreement and the other Loan Documentsprovisions of this Agreement; (bd-1) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(d); provided that the aggregate outstanding principal amount of all such Debt shall not at any time exceed $1,000,000; (c) Debt arising under Capital Leases and Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to Borrower to the Parent or any other Subsidiary; extent permitted under Section 9.9(c-1) below; (e) Debt in respect of Hedging Contracts authorized as required under Section 8.9; (f) Guarantee Obligations of to the Company or any Subsidiary extent permitted under Section 9.3; (g) Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations or to or for bona fide hedging the benefit of any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the Loan Parties’ industry and not for speculationnot, in the aggregate in excess of $250,000 at any time outstanding, plus the amount of any such appeal bonds required in connection with appeals relating to the Borrower’s pending litigation disclosed in Schedule 7.4; and (fh) additional unsecured Debt of the Company to Subsidiaries; (g) Loan Parties not otherwise described above, such additional unsecured Debt to be Repaid; provided that all such consist of Debt to be Repaid shall be repaid on or before the Effective Date; (h) Subordinated Debt (and Suretyship Liabilities not in respect thereof arising under, or as a condition to the closing of, the Note Purchase Agreement); (i) Debt existing on the date hereof and listed on Schedule 10.7(i), and refinancings excess of any such Debt so long as the principal amount of such Debt is not increased and the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms $500,000 in effect immediately prior to such refinancing (except that interest and fees payable with respect to such refinanced Debt may be at the then-prevailing market rates); (j) Debt from the Parent to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; and (k) any other Debt in an aggregate principal amount not to exceed $300,000 at any timeone time outstanding, provided that no Default or Event of Default shall have occurred and be continuing at the time of incurring such Debt or shall result from the incurrence of such Debt.

Appears in 1 contract

Samples: Loan Agreement (Perceptron Inc/Mi)

Limitations on Debt. Not, and not permit any Subsidiary to, ------------------- create, incur, assume or suffer to exist any Debt, except: : (a) obligations hereunder, under this Agreement and the other Loan Documents; , under the Credit Agreement and under the other "Loan Documents" as defined in the Credit Agreement; (b) unsecured seller Debt which represents all or part of Parent, the Company and Subsidiaries of the purchase price payable in connection with a transaction permitted by Section 10.10(dCompany (excluding Contingent Payments and Seller Subordinated Debt); provided that the aggregate outstanding principal amount of all no Subsidiary shall incur any such Debt shall not at any time exceed $1,000,000; (c) Debt arising under Capital Leases and Debt secured by Liens permitted by Section 10.8(d); provided that if, after giving -------- effect thereto, the aggregate amount of all such then-outstanding Debt at any time outstanding shall not of Subsidiaries of the Company permitted solely by this clause (b) would ---------- exceed $2,000,000; 10% of Net Worth; (dc) Debt of Subsidiaries owed to the Parent or any other Subsidiary; Subsidiary in respect of Capital Leases or arising in connection with the acquisition of equipment (e) Hedging Obligations including Debt assumed in connection with an asset purchase permitted by Section ------- 10.11, ----- or incurred pursuant to a Capital Lease or in connection with the acquisition of the Company or any equipment by a Person before it became a Subsidiary in connection with a stock purchase permitted by Section 10.11, in ------------- each case so long as such Debt is not incurred in the ordinary course contemplation of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Debt to be Repaid; provided that all such Debt to be Repaid shall be repaid on or before the Effective Date; (h) Subordinated Debt (and Suretyship Liabilities in respect thereof arising under, or as a condition to the closing of, the Note Purchase Agreement); (i) Debt existing on the date hereof and listed on Schedule 10.7(ipurchase), and refinancings of any such Debt so long as the principal amount of such Debt is not increased and the terms applicable to such refinanced Debt are no less favorable to the Company Parent or the applicable Subsidiary than the terms in effect immediately prior to such refinancing refinancing, provided that the aggregate amount of all such -------- Debt at any time outstanding shall not exceed a Dollar Equivalent amount equal to U.S.$150,000,000; (except that interest and fees payable with respect to such refinanced Debt may be at the then-prevailing market rates); (jd) Debt from of Subsidiaries owed to the Company or Parent; provided that -------- the aggregate amount of all such Debt of Foreign Subsidiaries owed to the Company and Parent shall not at any time exceed 15% of the consolidated assets of Parent and its Subsidiaries; (e) unsecured Debt of the Company to Subsidiaries of the Company, of Parent to the Company solely and Subsidiaries of the Company and of any Special Purpose Vehicle to any Subsidiary of the Company; (f) Subordinated Debt; provided that (i) the aggregate principal -------- amount of all Seller Subordinated Debt at any time outstanding shall not exceed a Dollar Equivalent amount of U.S.$50,000,000 and (ii) the Company shall not issue or incur any Debt described in clause (f) of ---------- the definition of Subordinated Debt (x) at any time that an Event of Default or Unmatured Event of Default exists or would result therefrom and (y) unless the Company has delivered to the Agent (which shall promptly deliver a copy thereof to each Lender) a certificate in reasonable detail demonstrating that, after giving effect to such issuance or incurrence, Parent will be in pro forma compliance with all financial covenants set forth in this Section 10; ---------- (g) other Debt of the Company or any Subsidiary, not of a type described in clause (c), outstanding on the date hereof and listed in ---------- Schedule 10.7(g); ---------------- (h) Contingent Payments, provided that Parent shall not, and shall not -------- permit any Subsidiary to, incur any obligation to make Contingent Payments the maximum possible amount of which exceeds a Dollar Equivalent amount of U.S.$50,000,000 in the aggregate for all Contingent Payments at any time outstanding; (i) the QuIPS Debentures, the QuIPS Preferred Securities and the QuIPS Guarantees; (j) Permitted Senior Secured Debt and guarantees thereof, provided -------- that the aggregate principal amount of all Permitted Senior Secured Debt shall not at any time exceed U.S.$750,000,000; (k) Guarantees by Parent of the obligations of the Company or any Subsidiary; provided that any such guaranty of Debt is subordinated to the obligations of Parent under the Parent Guaranty at least to the extent that set forth in Exhibit G or otherwise in a manner reasonably --------- satisfactory to the proceeds Required Lenders; (l) unsecured recourse obligations of such Debt are used Parent or any Subsidiary in respect of Vendor Financing Arrangements; (m) Hedging Obligations incurred for purposes of protection from price, interest rate or currency fluctuations posed by bona fide debt, contract or purchase order obligations or from changes in the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become dueprice of Parent's stock; and and (kn) any other Debt in an connection with Securitization Transactions; provided that -------- the aggregate principal amount of all such Debt shall not to exceed $300,000 at any timetime exceed U.S.$150,000,000. For purposes of clause (h) above, a Contingent Payment shall be deemed ---------- to be "outstanding" from the time that Parent or any Subsidiary enters into the agreement containing the obligation to make such Contingent Payment until such time as either such Contingent Payment has been made in full or it has become certain that such Contingent Payment will never have to be made. 1.19 Amendment to Section 10.8. Section 10.8 is amended by (a) immediately ------------------------- following the last reference to "Debt" in clause (d) thereof adding the following "and the proceeds (including insurance proceeds) of any disposition or loss of such property", (b) deleting the word "and" immediately after the semicolon in clause (f) thereof, (c) deleting the period at the end of clause (g) thereof and substituting a semicolon and the word "and" therefor and (d) adding the following new clause (h):

Appears in 1 contract

Samples: Term Loan Agreement (United Rentals Inc /De)

Limitations on Debt. Not, and The Company will not permit any Subsidiary to, create, incurassume, assume guarantee or suffer to exist otherwise incur or in any manner be or become liable in respect of any Debt, except: : (a1) obligations under this Agreement Debt evidenced by the Notes (as amended from time to time); (2) Debt evidenced by the WF Credit Agreement; (3) Any Swap entered into by the Company on an unsecured basis or secured by the same collateral that secures the Financing Documents, but on a junior and subordinate basis satisfactory to the Collateral Agent and the other Loan Documents; (b) unsecured seller Debt which represents all or Required Lenders, as part of an interest rate protection program approved in writing by the purchase price payable in connection with a transaction permitted by Section 10.10(d); provided that the aggregate outstanding principal amount of all such Debt shall not at any time exceed $1,000,000; (c) Debt arising under Capital Leases and Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed Required Lenders prior to the Parent or any other Subsidiary; Company’s entering into such Swap; (e4) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured secured Debt of the Company permitted pursuant to Subsidiaries; (gSection 10.9(h) Debt to be Repaid; provided that all such Debt to be Repaid shall be repaid on or before the Effective Date; (h) Subordinated Debt (and Suretyship Liabilities in respect thereof arising under, or as a condition to the closing of, the Note Purchase Agreement); (i) Debt existing on the date hereof and listed on Schedule 10.7(i), and refinancings of any such Debt so long as the principal amount of such Debt is not increased and the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing (except that interest and fees payable with respect to such refinanced Debt may be at the then-prevailing market rates); (j) Debt from the Parent to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; and (k) any other Debt in an aggregate principal amount not to exceed $300,000 2,500,000; and (5) debt under the New Notes; (6) refinancings, renewals, or extensions of Debt permitted under clause (2) (and continuances or renewals of any Permitted Liens associated therewith) as long as (a) the terms and conditions of the refinancings, renewals, and extensions do not, in the Agent’s and the Lenders’ judgment, materially impair the prospects of repayment of the Obligations by the Company or materially impair the Company’s creditworthiness, (b) the refinancings, renewals, or extensions do not result in an increase in the principal amount of, or interest rate with respect to, the Debt so refinancing, renewed, or extended, (c) the refinancings, renewals, or extensions do not result in the shortening of the average weighted maturity of the Debt so refinanced, renewed, or extended, nor are they on terms and conditions that, taken as a whole, are materially more burdensome or restrictive to the Company, (d) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension of Debt must include subordination terms and conditions that are at least as favorable to the Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt, and (e) the Debt that is refinanced, renewed, or extended is not recourse to any timePerson that is liable on account of the Obligations other than those Persons that were obligated with respect to the Debt that was refinanced, renewed, or extended; (7) Debt in respect of Capital Lease Obligations to finance Capital Expenditures permitted by Section 10.5; and (8) Other Debt that, in the aggregate, does not exceed $3,000,000.

Appears in 1 contract

Samples: Floor Plan Credit Agreement (Lazy Days R.V. Center, Inc.)

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