No acquisition of Hedging Liabilities Sample Clauses

No acquisition of Hedging Liabilities. The Debtors shall not, and shall procure that no other member of the Group will: (a) enter into any Liabilities Acquisition; or (b) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any of the Hedging Liabilities, unless the prior consent of the Majority Super Senior Creditors and the Required Pari Passu Creditors is obtained.
Sample 1Sample 2Sample 3See All (21)
AutoNDA by SimpleDocs
No acquisition of Hedging Liabilities. Prior to the Senior Debt Discharge Date, the Debtors and the Third Party Security Providers shall not, and shall procure that no other member of the Group will: (a) enter into any Liabilities Acquisition in respect of any of the Hedging Liabilities with any person which is not a member of the Group; or (b) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition in respect of any of the Hedging Liabilities (unless that Liabilities Acquisition would not have been prohibited by this Clause 4.5 if made by a member of the Group), in each case pursuant to which payment is made by a member of the Group to a person which is not a member of the Group in respect of Hedging Liabilities, unless: (i) subject to Clause 4.13 (On or after Senior Lender Discharge Date/Senior Debt Discharge Date), the prior consent of the Majority Senior Lenders is obtained; or (ii) the relevant Liabilities Acquisition relates to Hedging Liabilities (or rights, benefits and/or obligations in relation thereto) in respect of which a Payment could be made under Clause 4.3 (Permitted Payments: Hedging Liabilities) (including any Hedging Liabilities in respect of which a Payment could be made under paragraph (a)(vi) of that Clause following a close-out, termination or any other similar or equivalent action by a member of the Group).
Sample 1Sample 2See All (4)
No acquisition of Hedging Liabilities. Without prejudice to Clause ‎4.6 (Amendments and waivers: Hedging Agreements), following a Distress Event no Debtor shall, and the Issuer shall procure that no member of the Group will: (a) enter into any Liabilities Acquisition; or (b) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any of the Hedging Liabilities unless the prior Consent of the Senior Secured Required Holders (excluding the Hedge Counterparties) are obtained.
Sample 1Sample 2
No acquisition of Hedging Liabilities. Prior to the Credit Facility Lender Discharge Date, the Debtors shall not, and shall procure that no other member of the Group will: (a) enter into any Liabilities Acquisition; or (b) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any of the Hedging Liabilities unless the prior written consent of the Majority Super Senior Creditors and Majority Senior Secured Creditors is obtained.
Sample 1Sample 2
No acquisition of Hedging Liabilities. The Company shall not, and shall procure that no other member of the Group will, purchase or enter into any sub-participation in respect of any of the Hedging Liabilities or beneficially own all or any part of the share capital in a company that is party to such purchase or sub- participation, in respect of any of the Hedging Liabilities, unless the prior consent of the Relevant Secured Creditor Groups is obtained.
Sample 1Sample 2
No acquisition of Hedging Liabilities. (a) Subject to paragraph (b) below, the Debtors shall not, and shall procure that no other member of the Group will: (i) enter into any Liabilities Acquisition; or (ii) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any of the Super Senior Hedging Liabilities or any Pari Passu Hedging Liabilities. (b) Paragraph (a) above shall not apply in respect of any action: (i) which occurs in accordance with the other provisions of this Agreement; (ii) in relation to Super Senior Hedging Liabilities which occurs: (A) in order to effect a Liabilities Acquisition of Super Senior Hedging Liabilities the Payment of which would have otherwise constituted a Permitted Hedge Payment, and is in accordance with the Super Senior Debt Documents; (B) on or after the Super Senior Debt Discharge Date; or (C) with the prior consent of the Required Super Senior Creditors; or (iii) in relation to Pari Passu Hedging Liabilities which occurs: (A) in order to effect a Liabilities Acquisition of Pari Passu Hedging Liabilities the Payment of which would have otherwise constituted a Permitted Hedge Payment, and is in accordance with the Pari Passu Debt Documents; (B) on or after the Pari Passu Debt Discharge Date; or (C) with the prior consent of the Required Pari Passu Creditors.
Sample 1
No acquisition of Hedging Liabilities. ‌ Prior to the Credit Facilities Discharge Date in respect of all Credit Facilities, the Debtors shall not, and shall procure that no other member of the Group will: (a) enter into any Liabilities Acquisition; or (b) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any of the Hedging Liabilities unless: (i) to the extent the same is otherwise prohibited by the terms of any Senior Secured Debt Documents, the consent of the relevant Creditor Representative is obtained; and (ii) the consent of the Majority Senior Secured Creditors is obtained; or (iii) the Liabilities Acquisition is in respect of a Payment or other liability payment of which is permitted pursuant to Clause 5.3 (Permitted Payments: Hedging Liabilities) at the time such Liability Acquisition is made.
Sample 1
AutoNDA by SimpleDocs
No acquisition of Hedging Liabilities. No Obligor, other than the TI Bond Facility Guarantor, Pacific Gibco or any Additional TI Bond Facility Obligor, will: (a) enter into any Liabilities Acquisition; or (b) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any of the Hedging Liabilities without the prior written consent of the Intercreditor Agent.
Sample 1
No acquisition of Hedging Liabilities. Without prejudice to Clause 5.6 (Amendments and Waivers: Hedging Agreements), neither the Third Party Security Provider nor the Debtors shall, and each shall procure that no other member of the Group will: (a) enter into any Liabilities Acquisition; or (b) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in each case pursuant to which payment is made by a member of the Group to a person which is not a member of the Group in respect of Hedging Liabilities, unless: (i) subject to Clause 5.13 (On or After Senior Lender Discharge Date/Senior Secured Notes Discharge Date), the prior consent of the Majority Pari Passu Creditors and the Majority Super Senior Creditors is obtained; or (ii) the relevant Liabilities Acquisition relates to Hedging Liabilities (or rights, benefits and/or obligations in relation thereto) in respect of which a Payment could be made under Clause 5.3 (Permitted Payments: Hedging Liabilities).
Sample 1

Related to No acquisition of Hedging Liabilities

  • Litigation and Contingent Liabilities No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

  • Litigation and Contingent Obligations There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Loans. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

  • Treatment of Indebtedness Failure of Licensee to satisfy the financial obligations of this Agreement may result in the following: A. Imposition of a late fee, in accordance with the fee University process B. Revocation of the License Agreement

  • Limitation on Short Sales and Hedging Transactions The Buyer agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11(k), the Buyer and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Section 242.200 of Regulation SHO of the 0000 Xxx) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

  • Prohibition of Short Sales and Hedging Transactions The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

  • Indebtedness and Liabilities Incur, create, assume, become or be liable in any manner with respect to, or permit to exist, any Indebtedness or Liability, other than: (a) Indebtedness to the Lender for Advances, or otherwise; (b) Indebtedness and Liabilities with respect to trade obligations, accounts payable and other normal accruals incurred in the ordinary course of business, or with respect to which any of the Borrowers is contesting in good faith the amount or validity thereof by appropriate proceedings, and then only to the extent that the Borrowers have set aside on their books adequate reserves therefor; (c) Indebtedness under those Real Property Leases listed on Schedule "3.07" annexed hereto; (d) Indebtedness under Existing Operating Leases listed on Schedule "3.05" annexed hereto; (e) Existing Indebtedness, but only to the extent set forth on Schedule "6.01(e)" annexed hereto; (f) Purchase money Indebtedness or other Indebtedness incurred or assumed in connection with Investments (including the acquisition of additional assets or businesses) and Capital Expenditures made following the Agreement Date; provided, however, that: (i) the Borrowers shall, in connection with the incurrence of any and all such Indebtedness, be in compliance with the provisions of Section 6.06(c) and Section 6.09 hereof; and (ii) to the extent that the Borrowers shall elect to incur Indebtedness for money borrowed (other than purchase money Indebtedness) from any financial institution in connection with any permitted Investment contemplated by Section 6.06(c) hereof, they shall afford the Lender a right of first refusal to provide the financing therefor; provided, that the terms and conditions of any such financing which the Lender may (at their sole discretion) elect to offer shall be on terms and conditions which, in the aggregate, shall be no less favorable to the Borrowers than those offered by any other financial institution; (g) Intercompany Investments which are represented by instruments that are promptly delivered (with all necessary endorsements thereon) to the Lender pursuant to the Security Agreement; and (h) Subordinated Debt in such amounts and upon such terms and conditions as shall be reasonably acceptable to the Lender.

  • No Acquisitions The Company shall not, nor shall it permit any of its Subsidiaries to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof without the approval of the holders of at least 75% in interest of the Covenant Preferred Shares, voting together as a class.

  • Loans, Acquisitions and Guaranties Loan, invest in or advance money or assets to any other person, enterprise or entity, (2) purchase, create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of business.

  • Payment of Indebtedness Pay, discharge or otherwise satisfy at or before maturity (subject, where applicable, to specified grace periods and, in the case of the trade payables, to normal payment practices) all its obligations and liabilities of whatever nature, except when the failure to do so could not reasonably be expected to have a Material Adverse Effect or when the amount or validity thereof is currently being contested in good faith by appropriate proceedings and each Borrower shall have provided for such reserves as Agent may reasonably deem proper and necessary, subject at all times to any applicable subordination arrangement in favor of Lenders.

  • Additional Costs in Respect of Letters of Credit Without limiting the obligations of the Borrower under the preceding subsections of this Section (but without duplication), if as a result of any Regulatory Change or any risk-based capital guideline or other requirement heretofore or hereafter issued by any Governmental Authority there shall be imposed, modified or deemed applicable any Tax (other than Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Connection Income Taxes), reserve, special deposit, capital adequacy or similar requirement against or with respect to or measured by reference to Letters of Credit and the result shall be to increase the cost to the Issuing Bank of issuing (or any Lender of purchasing participations in) or maintaining its obligation hereunder to issue (or purchase participations in) any Letter of Credit or reduce any amount receivable by the Issuing Bank or any Lender hereunder in respect of any Letter of Credit, then, upon demand by the Issuing Bank or such Lender, the Borrower shall pay immediately to the Issuing Bank or, in the case of such Lender, to the Administrative Agent for the account of such Lender, from time to time as specified by the Issuing Bank or such Lender, such additional amounts as shall be sufficient to compensate the Issuing Bank or such Lender for such increased costs or reductions in amount.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!