Obligations Constitute Senior Debt Sample Clauses

Obligations Constitute Senior Debt. The Obligations of the Borrowers hereunder are and will continue to be “Senior Debt” and “Designated Senior Debt” under and as defined in the Indenture.
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Obligations Constitute Senior Debt. Borrowers acknowledge and agree that it is the intent of the parties hereto that the Obligations constitute "Designated Senior Debt" and "Senior Debt" under (and as defined in) the Senior Subordinated Note Indenture.
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Obligations Constitute Senior Debt. The Obligations under this Agreement and any Hedging Agreements constituting Secured Bank Product Obligations with respect thereto are and will continue to be “Senior Debt” and “Designated Senior Debt” (or substantively equivalent terms) under and as defined in the Senior Subordinated Debt Documents, to the extent the obligations under the Senior Subordinated Debt Documents are outstanding.
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Obligations Constitute Senior Debt. 58 EXHIBITS AND SCHEDULES Exhibit A -- Additional Borrowers Exhibit 2.1(b) -- Form of Revolving Credit Note Exhibit 2.2(b) -- Form of Borrowing Base Report Exhibit 2.2(c) -- Form of Advance Request Exhibit 2.3(a) -- Form of Term Note A Exhibit 2.4(c) -- Form of Term Note B Exhibit 4.1A -- Form of Opinion of Counsel of Xxxxx & Xxxx, P.C. Exhibit 4.1B -- Form of Opinion of Counsel of O'Melveny & Xxxxx LLP Exhibit 4.2 -- Form of Notice Letter Re: Obligors Exhibit 6.8 -- Form of Officer's Certificates Exhibit 7.4 -- Form of Joinder Agreement Schedule 1 -- Ineligible Obligors and Concentration Limits Schedule 2 -- Borrowers' States of Qualifications -- Chief Executive Office Places of Business/Other Names -- Provider Identification Numbers -- Pending Litigation -- Permitted Liens -- Fiscal Year End -- Tax I.D. Numbers -- Existing Transactions and Arrangements with Affiliates -- Existing Guaranties, Investments and Borrowings -- Other Associations -- Environmental Matters -- Capital Stock -- Commercial Tort Claims -- Letter of Credit Rights -- Intellectual Property Schedule 3 -- List of Junior Subordinated Notes LOAN AND SECURITY AGREEMENT This Loan and Security Agreement ("Agreement") is dated this 9th day of January, 2003, by and among The Providence Service Corporation, a Delaware corporation ("Providence"), each of the Persons listed on Exhibit A attached hereto (together with Providence, each individually a "Borrower", and collectively, the "Borrowers"), and Healthcare Business Credit Corporation, a Delaware corporation, as lender ("Lender").
Sample 1
Obligations Constitute Senior Debt. The Obligations are intended to be classified as and shall constitute (i) "Senior Lender Obligations" under, and as that term is defined in, the 60 Subordination Agreement of even date herewith, delivered by Harbinger Mezzanine Partners, L.P., a Delaware limited partnership, and Petra Mezzanine Fund, L.P., a Delaware limited partnership, in favor of the Lender, and (ii) "Senior Debt" under, and as that term is defined in, each of the junior subordinated promissory notes referred to on Schedule 3 hereto. [Signatures on the Following Pages]
Sample 1
Obligations Constitute Senior Debt. The Obligations constitute first-priority senior secured Indebtedness of the Borrowers and there is no other Indebtedness that ranks senior in right of payment to the Obligations.
Sample 1
Obligations Constitute Senior Debt. (i) The Obligations under the Loan Documents and under any Secured Hedge Agreement with respect to such Obligations are and will continue to be “Senior Debt” and “Designated Senior Debt” (or substantively equivalent terms) under and as defined in the 2011 Senior Subordinated Notes Indenture and the Senior Subordinated Debt Documents governing any other Senior Subordinated Debt incurred from time to time in accordance with the terms of Section 7.03(k), to the extent the obligations under the 2011 Senior Subordinated Notes Indenture and the Senior Subordinated Debt Documents, as applicable, are outstanding, and (ii) the Obligations are and will continue to be “First Lien Obligations” under and as defined in the Second Lien Notes Indenture, to the extent the obligations under the Second Lien Notes Indenture are outstanding.
Sample 1
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Obligations Constitute Senior Debt. All of the Obligations outstanding pursuant to this Agreement and the Xxxxx Reimbursement Agreement and the Parent Guaranty constitute senior debt pursuant to the terms of the Subordinated Debt of the Consolidated Companies.
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Related to Obligations Constitute Senior Debt

  • Certain Obligations Continue During the Marketing Period, the obligation of Lessee to pay Rent with respect to the Properties (including without limitation the installment of Basic Rent due on the Expiration Date) shall continue undiminished until payment in full to Lessor of the sale proceeds, if any, the Maximum Residual Guarantee Amount, the amount due under Section 22.3, if any, and all other amounts due to Lessor or any other Person with respect to all Properties or any Operative Agreement. Lessor shall have the right, but shall be under no duty, to solicit bids, to inquire into the efforts of Lessee to obtain bids or otherwise to take action in connection with any such sale, other than as expressly provided in this Article XXII.

  • Conditions to Obligations of All Parties The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

  • Obligations of Management Each officer and key employee of the Company is currently devoting substantially all of his or her business time to the conduct of the business of the Company. The Company is not aware that any officer or key employee of the Company is planning to work less than full time at the Company in the future. No officer or key employee is currently working or, to the Company’s knowledge, plans to work for a competitive enterprise, whether or not such officer or key employee is or will be compensated by such enterprise.

  • Conditions to All Parties’ Obligations Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date:

  • Conditions to the Obligations of the Purchaser The obligations of the Purchaser under this Agreement shall be subject to the satisfaction of each of the following conditions unless waived in writing by the Purchaser:

  • Obligations of Both Parties Obligations of Party A:

  • Obligations of Company Whenever the Company is required by the provisions of this Agreement to use commercially efforts to effect the registration of the Registrable Securities, the Company shall: (i) prepare and, as soon as possible, file with the SEC a registration statement with respect to the Registrable Securities, and use commercially efforts to cause such registration statement to become effective and to remain effective until the earlier of the sale of the Registrable Securities so registered or 180 days subsequent to the effective date of such registration; (ii) furnish to counsel for the Holders prior to filing copies of all registration statements proposed to be filed pursuant to the requirements of this Agreement; (iii) notify Holders of the effectiveness of any registration statement required to be filed pursuant to this Agreement; (iv) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to make and to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such registration statement until the earlier of the sale of the Registrable Securities so registered or 180 days subsequent to the effective date of such registration statement; (v) furnish to any Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), in conformity with the requirements of the Securities Act, as such Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (vi) use commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such states as Holder shall reasonably request, maintain any such registration or qualification current until the earlier of the sale of the Registrable Securities so registered or 180 days subsequent to the effective date of the registration statement, and take any and all other actions either necessary or reasonably advisable to enable Holders to consummate the public sale or other disposition of the Registrable Securities in jurisdictions where such Holders desire to effect such sales or other disposition; (vii) take all such other actions either necessary or reasonably desirable to permit the Registrable Securities held by a Holder to be registered and disposed of in accordance with the method of disposition described herein; (viii) notify each seller of Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Sections 3.1 and 4.2 above, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (ix) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; (x) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountant to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; and, (xii) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order. Notwithstanding the foregoing, the Company shall not be required to register or to qualify an offering of the Registrable Securities under the laws of a state if as a condition to so doing the Company is required to qualify to do business or to file a general consent to service of process in any such state or jurisdiction, unless the Company is already subject to service in such jurisdiction.

  • Conditions to Obligations of the Purchaser The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions of the Obligation of the Company The obligation of the Company to deliver the Stock shall be subject to the conditions that (a) the Registration Statement shall have become effective and (b) no stop order suspending the effectiveness thereof shall be in effect and no proceedings therefor shall be pending or threatened by the Commission. In case either of the conditions specified in this Section 10 shall not be fulfilled, this Agreement may be terminated by the Company by giving notice to you. Any such termination shall be without liability of the Company to the Underwriters and without liability of the Underwriters to the Company; provided, however, that in the event of any such termination the Company agrees to indemnify and hold harmless the Underwriters from all costs or expenses incident to the performance of the obligations of the Company under this Agreement, including all costs and expenses referred to in paragraphs (i) and (j) of Section 6 hereof.

  • Certain Obligations Whenever this Agreement requires any of the Subsidiaries of any Party to take any action, this Agreement will be deemed to include an undertaking on the part of such Party to cause such Subsidiary to take such action.

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