Loans, Investments, Guaranties, Etc. (a) loans by Borrower to Shareholder, provided, that: (i) in no event -------- ---- shall the amount of the loans by Borrower to Shareholder exceed the amount of $300,000 and (ii) the Indebtedness of Shareholder to Borrower arising pursuant to such loans is not and shall not be evidenced by any promissory note or other instrument, unless the original of such note or instrument is immediately upon the reasonable request of Agent delivered to Agent duly endorsed and assigned by Borrower to Agent; (b) loans by Borrower to employees of Borrower other than Shareholder, provided, that: (i) in no event shall the aggregate amount of the loans by - -------- ---- Borrower to employees of Borrower other than Shareholder (other than loans to employees permitted under Section 7.6(c) below) exceed the amount of $300,000 and (ii) the Indebtedness of each of such employees to Borrower arising pursuant to such loans is not and shall not be evidenced by any promissory note or other instrument, unless the original of such note or other instrument is immediately upon the reasonable request of Agent delivered to Agent, duly endorsed and assigned by Borrower to Agent; (c) loans by Borrower to any of the Management Stockholders, provided, that, (i) all of the proceeds of such loans shall be used by such - -------- ---- Management Stockholder only to pay to Borrower the purchase price for shares of Series A Preferred Stock, (ii) on the date of any such loan and after giving effect thereto, no Event of Default, or act, condition or event which with notice or passage of time or both would constitute an Event of default shall exist or have occurred, (iii) Borrower shall not be required to transfer any cash or other immediately available funds (or any equivalent) to or for the benefit of such Management Stockholder in connection with such loans, (iv) Borrower shall not, and shall not be required to, make any payments in cash or cash equivalents in respect of such shares of Series A Preferred Stock (including, but not limited to, dividends, repurchases or redemptions) unless as of the date of any such payment and after giving effect thereto, Excess Availability shall be not less than $5,000,000, and (v) the Indebtedness of such Management Stockholder to Borrower arising pursuant to such loans is not and shall not be evidenced by any promissory note or other instrument, unless the original of such note or other instrument is immediately upon the reasonable request of Agent delivered to Agent, duly endorsed and assigned by Borrower to Agent; (d) loans by Borrower to PNY France, provided, that: (i) in no event -------- ---- shall the amount of the loans by Borrower to PNY France exceed the aggregate principal amount of $1,700,000 and (ii) the Indebtedness of PNY France to Borrower arising pursuant to such loan is not and shall not be evidenced by any promissory note or other instrument, unless the original of such note or other instrument is immediately upon the reasonable request of Agent delivered to Agent, duly endorsed and assigned by Borrower to Agent; (e) Credits established for the account of Borrower in connection with the business of or for the use or benefit of PNY France or any other substantially wholly-owned foreign subsidiary of Borrower (provided, that, -------- ---- nothing contained herein shall be construed to constitute the consent of Agent or Lender to the formation or acquisition of such foreign subsidiary); provided, -------- that, (i) such Credits shall be issued in accordance with the terms hereof and - ---- the other Financing Agreements and (ii) in no event shall the aggregate face amount of all such Credits outstanding at any time exceed $5,000,000; (f) cash equity capital contributions after the date hereof by Borrower to P.N.Y. Electronics GmbH; provided, that, (i) Agent shall have -------- ---- received not less than ten (10) Business Days prior written notice of the intention of Borrower to make any such capital contribution, which notice shall specify the date and amount of such contribution, (ii) on the date of any such capital contribution and after giving effect thereto, no Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default shall exist or have occurred, and (iii) the aggregate amount of such capital contributions shall not exceed $400,000; (g) the endorsement of instruments for collection or deposit in the ordinary course of business; and (h) after written notice thereof to Agent, investments in the following instruments, which shall be pledged and delivered to Agent upon Agent's request, (i) marketable obligations issued or guaranteed by the United States of America or an instrumentality or agency thereof, maturing not more than one (1) year after the date of acquisition thereof, (ii) certificates of deposit or other obligations maturing not more than one (1) year after the date of acquisition thereof issued by any bank or trust company organized under the laws of and located in the United States of America or any State thereof and having capital, surplus and undivided profits of at least $50,000,000, and (iii) open market commercial paper with a maturity not in excess of two hundred seventy (270) days from the date of acquisition thereof which have the highest credit rating by either Standard & Poor's Corporation or Moody's Investors Service, Inc.
Appears in 1 contract
Loans, Investments, Guaranties, Etc. Borrower will not, and will not permit any Subsidiary to, directly or indirectly, make any loans or advance money or property to any Person, or invest in (by capital contribution or otherwise) or purchase or repurchase the stock or Indebtedness or all or a substantial part of the assets or property of any Person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the Indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, EXCEPT:
(a) loans by Borrower to Shareholder, provided, that: (i) distributions described in no event -------- ---- shall the amount Section 4.10 of the loans by Borrower to Shareholder exceed the amount of $300,000 and (ii) the Indebtedness of Shareholder to Borrower arising pursuant to such loans is not and shall not be evidenced by any promissory note or other instrument, unless the original of such note or instrument is immediately upon the reasonable request of Agent delivered to Agent duly endorsed and assigned by Borrower to Agentthis Agreement;
(b) loans guarantees by Borrower to employees any Affiliate or Subsidiary of Borrower other than Shareholder, provided, that: (i) in no event shall the aggregate amount of the loans by - -------- ---- Borrower to employees Obligations in favor of Borrower other than Shareholder (other than loans to employees permitted under Section 7.6(c) below) exceed the amount of $300,000 and (ii) the Indebtedness of each of such employees to Borrower arising pursuant to such loans is not and shall not be evidenced by any promissory note or other instrument, unless the original of such note or other instrument is immediately upon the reasonable request of Agent delivered to Agent, duly endorsed and assigned by Borrower to AgentCongress;
(c) loans by Borrower to any of the Management Stockholders, provided, that, (i) all of the proceeds of such loans shall be used by such - -------- ---- Management Stockholder only to pay to Borrower the purchase price for shares of Series A Preferred Stock, (ii) on the date of any such loan and after giving effect thereto, no Event of Default, or act, condition or event which with notice or passage of time or both would constitute an Event of default shall exist or have occurred, (iii) Borrower shall not be required to transfer any cash or other immediately available funds (or any equivalent) to or for the benefit of such Management Stockholder in connection with such loans, (iv) Borrower shall not, and shall not be required to, make any payments in cash or cash equivalents in respect of such shares of Series A Preferred Stock (including, but not limited to, dividends, repurchases or redemptions) unless as of the date of any such payment and after giving effect thereto, Excess Availability shall be not less than $5,000,000, and (v) the Indebtedness of such Management Stockholder to Borrower arising pursuant to such loans is not and shall not be evidenced by any promissory note or other instrument, unless the original of such note or other instrument is immediately upon the reasonable request of Agent delivered to Agent, duly endorsed and assigned by Borrower to Agent;
(d) loans by Borrower to PNY France, provided, that: (i) in no event -------- ---- shall the amount of the loans by Borrower to PNY France exceed the aggregate principal amount of $1,700,000 and (ii) the Indebtedness of PNY France to Borrower arising pursuant to such loan is not and shall not be evidenced by any promissory note or other instrument, unless the original of such note or other instrument is immediately upon the reasonable request of Agent delivered to Agent, duly endorsed and assigned by Borrower to Agent;
(e) Credits established for the account of Borrower in connection with the business of or for the use or benefit of PNY France or any other substantially wholly-owned foreign subsidiary of Borrower (provided, that, -------- ---- nothing contained herein shall be construed to constitute the consent of Agent or Lender to the formation or acquisition of such foreign subsidiary); provided, -------- that, (i) such Credits shall be issued in accordance with the terms hereof and - ---- the other Financing Agreements and (ii) in no event shall the aggregate face amount of all such Credits outstanding at any time exceed $5,000,000;
(f) cash equity capital contributions after the date hereof by Borrower to P.N.Y. Electronics GmbH; provided, that, (i) Agent shall have -------- ---- received not less than ten (10) Business Days prior written notice of the intention of Borrower to make any such capital contribution, which notice shall specify the date and amount of such contribution, (ii) on the date of any such capital contribution and after giving effect thereto, no Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default shall exist or have occurred, and (iii) the aggregate amount of such capital contributions shall not exceed $400,000;
(g) the endorsement of instruments for collection or deposit in the ordinary course of business; and;
(hd) after written notice thereof to AgentCongress, investments in the following instruments, which shall be pledged and delivered to Agent Congress upon Agent's Congress' request, (i) marketable obligations issued or guaranteed by the United States of America or an instrumentality or agency thereof, maturing not more than one (1) year after the date of acquisition thereof, (ii) certificates of deposit or other obligations maturing not more than one (1) year after the date of acquisition thereof issued by any bank or trust company organized under the laws of and located in the United States of America or any State thereof and having capital, surplus and undivided profits of at least $50,000,000, and (iii) open market commercial paper with a maturity not in excess of two hundred seventy (270) days from the date of acquisition thereof which have the highest credit rating by either Standard & Poor's Corporation or Moody's Xxxxx'x Investors Service, Inc.; and
(e) loans and advances permitted under Section 4.6(b) and Section 4.6(c) of this Agreement.
Appears in 1 contract
Loans, Investments, Guaranties, Etc. (a) loans by Borrower to Shareholder, provided, that: (i) in no event -------- ---- shall the amount of the loans by Borrower to Shareholder exceed the amount of $300,000 and (ii) the Indebtedness of Shareholder to Borrower arising pursuant to such loans is not and shall not be evidenced by any promissory note or other instrument, unless the original of such note or instrument is immediately upon the reasonable request of Agent delivered to Agent duly endorsed and assigned by Borrower to Agent;
(b) loans by Borrower to employees of Borrower other than Shareholder, provided, that: (i) in no event shall the aggregate amount of the loans by - -------- ---- Borrower to employees of Borrower other than Shareholder (other than loans to employees permitted under Section 7.6(c) below) exceed the amount of $300,000 and (ii) the Indebtedness of each of such employees to Borrower arising pursuant to such loans is not and shall not be evidenced by any promissory note or other instrument, unless the original of such note or other instrument is immediately upon the reasonable request of Agent delivered to Agent, duly endorsed and assigned by Borrower to Agent;
(c) loans by Borrower to any of the Management Stockholders, provided, that, (i) all of the proceeds of such loans shall be used by such - -------- ---- Management Stockholder only to pay to Borrower the purchase price for shares of Series A Preferred Stock, (ii) on the date of any such loan and after giving effect thereto, no Event of Default, or act, condition or event which with notice or passage of time or both would constitute an Event of default shall exist or have occurred, (iii) Borrower shall not be required to transfer any cash or other immediately available funds (or any equivalent) to or for the benefit of such Management Stockholder in connection with such loans, (iv) Borrower shall not, and shall not be required to, make any payments in cash or cash equivalents in respect of such shares of Series A Preferred Stock (including, but not limited to, dividends, repurchases or redemptions) unless as of the date of any such payment and after giving effect thereto, Excess Availability shall be not less than $5,000,000, and (v) the Indebtedness of such Management Stockholder to Borrower arising pursuant to such loans is not and shall not be evidenced by any promissory note or other instrument, unless the original of such note or other instrument is immediately upon the reasonable request of Agent delivered to Agent, duly endorsed and assigned by Borrower to Agent;
(d) loans by Borrower to PNY France, provided, that: (i) in no event -------- ---- shall the amount of the loans by Borrower to PNY France exceed the aggregate principal amount of $1,700,000 and (ii) the Indebtedness of PNY France to Borrower arising pursuant to such loan is not and shall not be evidenced by any promissory note or other instrument, unless the original of such note or other instrument is immediately upon the reasonable request of Agent delivered to Agent, duly endorsed and assigned by Borrower to Agent;
(e) Credits established for the account of Borrower in connection with the business of or for the use or benefit of PNY France or any other substantially wholly-owned foreign subsidiary of Borrower (provided, that, -------- ---- nothing contained herein shall be construed to constitute the consent of Agent or Lender to the formation or acquisition of such foreign subsidiary); provided, -------- that, (i) such Credits shall be issued in accordance with the terms hereof and - ---- the other Financing Agreements and (ii) in no event shall the aggregate face amount of all such Credits outstanding at any time exceed $5,000,000;
(f) cash equity capital contributions after the date hereof by Borrower to P.N.Y. Electronics GmbH; provided, that, (i) Agent shall have -------- ---- received not less than ten (10) Business Days prior written notice of the intention of Borrower to make any such capital contribution, which notice shall specify the date and amount of such contribution, (ii) on the date of any such capital contribution and after giving effect thereto, no Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default shall exist or have occurred, and (iii) the aggregate amount of such capital contributions shall not exceed $400,000;
(g) the endorsement of instruments for collection or deposit in the ordinary course of business; and
(h) after written notice thereof to Agent, investments in the following instruments, which shall be pledged and delivered to Agent upon Agent's request, (i) marketable obligations issued or guaranteed by the United States of America or an instrumentality or agency thereof, maturing not more than one (1) year after the date of acquisition thereof, (ii) certificates of deposit or other obligations maturing not more than one (1) year after the date of acquisition thereof issued by any bank or trust company organized under the laws of and located in the United States of America or any State thereof and having capital, surplus and undivided profits of at least $50,000,000, and (iii) open market commercial paper with a maturity not in excess of two hundred seventy (270) days from the date of acquisition thereof which have the highest credit rating by either Standard & Poor's Corporation or Moody's Xxxxx'x Investors Service, Inc.
Appears in 1 contract
Loans, Investments, Guaranties, Etc. Borrower will not, and will not permit any Subsidiary to, directly or indirectly, make any loans or advance money or property to any Person, or invest in (aby capital contribution or otherwise) loans by Borrower to Shareholder, provided, that: (i) in no event -------- ---- shall or purchase or repurchase the amount stock or Indebtedness or all or substantially all of the loans by Borrower to Shareholder exceed the amount assets or property of $300,000 and any Person, or guarantee, assume, endorse, or otherwise be or become responsible for (iidirectly or indirectly) the Indebtedness Indebtedness, performance, obligations or dividends of Shareholder any Person or agree to Borrower arising pursuant to such loans is not and shall not be evidenced by any promissory note or other instrument, unless the original of such note or instrument is immediately upon the reasonable request of Agent delivered to Agent duly endorsed and assigned by Borrower to Agent;
(b) loans by Borrower to employees of Borrower other than Shareholder, provided, that: (i) in no event shall the aggregate amount of the loans by - -------- ---- Borrower to employees of Borrower other than Shareholder (other than loans to employees permitted under Section 7.6(c) below) exceed the amount of $300,000 and (ii) the Indebtedness of each of such employees to Borrower arising pursuant to such loans is not and shall not be evidenced by any promissory note or other instrument, unless the original of such note or other instrument is immediately upon the reasonable request of Agent delivered to Agent, duly endorsed and assigned by Borrower to Agent;
(c) loans by Borrower to do any of the Management Stockholdersforegoing, provided, that, (i) all of the proceeds of such loans shall be used by such - -------- ---- Management Stockholder only to pay to Borrower the purchase price for shares of Series A Preferred Stock, (ii) on the date of any such loan and after giving effect thereto, no Event of Default, or act, condition or event which with notice or passage of time or both would constitute an Event of default shall exist or have occurred, (iii) Borrower shall not be required to transfer any cash or other immediately available funds (or any equivalent) to or for the benefit of such Management Stockholder in connection with such loans, (iv) Borrower shall not, and shall not be required to, make any payments in cash or cash equivalents in respect of such shares of Series A Preferred Stock (including, but not limited to, dividends, repurchases or redemptions) unless as of the date of any such payment and after giving effect thereto, Excess Availability shall be not less than $5,000,000, and (v) the Indebtedness of such Management Stockholder to Borrower arising pursuant to such loans is not and shall not be evidenced by any promissory note or other instrument, unless the original of such note or other instrument is immediately upon the reasonable request of Agent delivered to Agent, duly endorsed and assigned by Borrower to Agent;except:
(d) loans by Borrower to PNY France, provided, that: (i) in no event -------- ---- shall the amount of the loans by Borrower to PNY France exceed the aggregate principal amount of $1,700,000 and (ii) the Indebtedness of PNY France to Borrower arising pursuant to such loan is not and shall not be evidenced by any promissory note or other instrument, unless the original of such note or other instrument is immediately upon the reasonable request of Agent delivered to Agent, duly endorsed and assigned by Borrower to Agent;
(e) Credits established for the account of Borrower in connection with the business of or for the use or benefit of PNY France or any other substantially wholly-owned foreign subsidiary of Borrower (provided, that, -------- ---- nothing contained herein shall be construed to constitute the consent of Agent or Lender to the formation or acquisition of such foreign subsidiary); provided, -------- that, (i) such Credits shall be issued in accordance with the terms hereof and - ---- the other Financing Agreements and (ii) in no event shall the aggregate face amount of all such Credits outstanding at any time exceed $5,000,000;
(f) cash equity capital contributions after the date hereof by Borrower to P.N.Y. Electronics GmbH; provided, that, (i) Agent shall have -------- ---- received not less than ten (10) Business Days prior written notice of the intention of Borrower to make any such capital contribution, which notice shall specify the date and amount of such contribution, (ii) on the date of any such capital contribution and after giving effect thereto, no Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default shall exist or have occurred, and (iii) the aggregate amount of such capital contributions shall not exceed $400,000;
(ga) the endorsement of instruments for collection or deposit in the ordinary course of business; and;
(hb) intercompany loans by Borrower to AmeriCom; provided, that, (i) no Event of Default exists or has occurred, (ii) the Indebtedness of AmeriCom to Borrower arising pursuant to such intercompany loans shall be evidenced by, and repaid in accordance with, the Revolving Note, dated May 30, 1990, issued by AmeriCom payable to Borrower, which note has-been pledged, endorsed and delivered to Congress as part of the Collateral, and (iii) the total aggregate principal amount of such loans shall not exceed $7,000,000 at any time outstanding;
(c) after written notice thereof to AgentCongress, investments in the following instruments, which shall be pledged and delivered to Agent Congress upon Agent's Congress' request, (i) marketable obligations issued or guaranteed by the United States of America or an instrumentality or agency thereof, maturing not more than one (1) year after the date of acquisition thereof, (ii) certificates of deposit or other obligations maturing not more than one (1) year after the date of acquisition thereof issued by any bank or trust company organized under the laws of and located in the United States of America or any State thereof and having capital, surplus and undivided profits of at least $50,000,000100,000,000, and (iii) open market commercial paper with a maturity not in excess of two hundred seventy (270) days from the date of acquisition thereof which have the highest credit rating by either Standard & Poor's Corporation or Moody's Investors Moodx'x Xxxestors Service, Inc.
Appears in 1 contract
Samples: Accounts Financing Agreement (Transcrypt International Inc)
