Outstanding Debt and Related Matters Sample Clauses

Outstanding Debt and Related Matters. Schedule 2.08 sets forth all outstanding Debt of each of Empress and each of the Subsidiaries. There exists no default under the provisions of any instrument evidencing any outstanding Debt or of any agreement relating thereto. Except as set forth on Schedule 2.08, neither Empress nor any Subsidiary has guaranteed any obligation of any Person, nor has any other Person guaranteed any obligation of Empress or any Subsidiary, including obligations with respect to the outstanding Debt. Except as set forth on Schedule 2.08, all outstanding Debt can be prepaid at any time without penalty. All outstanding Debt of Empress and the Subsidiaries was issued in compliance with all applicable federal, state or other securities laws and regulations. The offering documents used in connection with the offer and sale of the Notes (a) complied as to form in all material respects with the applicable requirements of all applicable federal, state and other securities laws and regulations, and (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein in light of the circumstances under which they were made not misleading.
Sample 1Sample 2
AutoNDA by SimpleDocs
Outstanding Debt and Related Matters. All outstanding Debt of the Company is set forth in the Financial Statements. There exists no material default under the provisions of any instrument evidencing such Debt or of any agreement relating thereto. Except as set forth on Schedule 4.06, none of the Sellers nor any other Person has guaranteed any obligation of the Company, including obligations with respect to Debt. Schedule 4.06 sets forth all outstanding letters of credit issued on behalf of the Company. Prior to or in connection with the Closing, the Sellers have caused (or will have caused) the Company to repay all outstanding Debt except as set forth on Schedule 3.01(h). Upon such repayment of outstanding Debt, the Inventory will be free and clear of all Liens except as set forth on Schedule 3.01(h).
Sample 1Sample 2
Outstanding Debt and Related Matters. Schedule 2.08 sets forth all outstanding Debt of Joliet. Except as set forth on Schedule 2.08, there exists no default under the provisions of any instrument evidencing any outstanding Debt or of any agreement relating thereto. Except as set forth on Schedule 2.08, Joliet has not guaranteed any obligation of any Person, nor has any other Person guaranteed any obligation of Joliet, including obligations with respect to the outstanding Debt. Following the Closing, the Surviving Corporation will not be liable for any of the outstanding Debt of the Sellers included on Schedule 2.08.
Sample 1
Outstanding Debt and Related Matters. DSLT and its Subsidiaries have no outstanding Debt except as set forth on Schedule 4.08 ("DSLT Existing Debt"). There exists no material default under the provisions of any instrument evidencing such Existing Debt or of any agreement relating thereto, except as listed on Schedule 4.08. Neither DSLT nor any of its Subsidiaries has guaranteed any obligation of any Person in excess of $100,000 except as set forth on Schedule 4.08.
Sample 1
Outstanding Debt and Related Matters. Parent and its Subsidiaries have no outstanding Debt in excess of $10,000,000 except as set forth on Schedule 5.08 ("Parent Existing Debt"). Except as listed on Schedule 5.08, there exists no material default under the provisions of any instrument evidencing such Parent Existing Debt or of any agreement relating thereto, the effect of which could reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries.
Sample 1
Outstanding Debt and Related Matters. All outstanding Debt of Bridgeware and its Subsidiaries is set forth in the Financial Statements ("Existing Debt"). There exists no default under the provisions of any instrument evidencing such Existing Debt or of any agreement relating thereto. Neither Bridgeware nor any Subsidiary has guaranteed any obligation of any Person, and except as set forth on Schedule 2.07, neither the Sellers nor any other Person has guaranteed any obligation of Bridgeware or any Subsidiary, including obligations with respect to Existing Debt. All Existing Debt can be prepaid at any time without penalty.
Sample 1
Outstanding Debt and Related Matters. All outstanding Debt of the Company and its Subsidiaries is set forth in the Financial Statements. There exists no default under the provisions of any instrument evidencing such Debt or of any agreement relating thereto. Except as set forth on Schedule 4.06, neither Seller nor any other Person has guaranteed any obligation of the Company or its Subsidiaries, including obligations with respect to Debt.
Sample 1
AutoNDA by SimpleDocs
Outstanding Debt and Related Matters. None of the Targets has outstanding any debt except as set forth in Section 4.10 of the Disclosure Statement ("Existing Debt"). Except as set forth in Section 4.10 of the Disclosure Statement, there exists no default under the provisions of any instrument evidencing such Existing Debt or of any agreement relating thereto. Section 4.10 of the Disclosure Statement lists all contracts or commitments of any of the Targets for the guaranty of any obligation of a third party (i.e., a party not a Target) in excess of $10,000. SECTION 4.11.
Sample 1

Related to Outstanding Debt and Related Matters

  • Outstanding Debt Neither the Company nor any Subsidiary has any Debt outstanding except as permitted by paragraph 6B(2). There exists no payment default or other default in any material respect under the provisions of any instrument evidencing such Debt or of any agreement relating thereto.

  • Outstanding Indebtedness; Waiver of Claims The Credit Parties hereby acknowledge and agree that as of January 30, 2006, the aggregate outstanding principal amount of the (i) Revolving Loan is $47,448,063.26, (ii) Term Loan A is $20,000,000 and (iii) Term Loan B is $80,000,000 (collectively, the "Outstanding Obligations"), and that such principal amounts are payable pursuant to the Credit Agreement without defense, offset, withholding, counterclaim or deduction of any kind. Each of the Credit Parties hereby waives, releases, remises and forever discharges Agents, the Lenders and each other Indemnified Person from any and all claims, suits, actions, investigations, proceedings or demands arising out of or in connection with the Credit Agreement (collectively, "Claims"), whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which such Credit Parties ever had, now has or might hereafter have against Agents or the Lenders which relates, directly or indirectly, to any acts or omissions of Agents, the Lenders or any other Indemnified Person on or prior to the date hereof; provided that, Credit Parties do not waive any Claim solely to the extent such Claim relates to any Agent's or any Lender's gross negligence or willful misconduct.

  • Outstanding Indebtedness Neither the Company nor any of its Subsidiaries has outstanding any Indebtedness except as permitted by paragraph 6B. There exists no default under the provisions of any instrument evidencing such Indebtedness or of any agreement relating thereto.

  • Treatment of Outstanding Loans and Letters of Credit 25 2.6 Making Revolving Credit Loans and Swing Loans; Presumptions by the Administrative Agent; Repayment of Revolving Credit Loans; Repayment of Swing Loans 26

  • Payment of Outstanding Indebtedness, etc The Administrative Agent shall have received evidence that immediately after the making of the Loans on the Closing Date, all Indebtedness under the Existing Credit Agreement and any other Indebtedness not permitted by Section 7.04, together with all interest, all payment premiums and all other amounts due and payable with respect thereto, shall be paid in full from the proceeds of the initial Credit Event, and the commitments in respect of such Indebtedness shall be permanently terminated, and all Liens securing payment of any such Indebtedness shall be released and the Administrative Agent shall have received all payoff and release letters, Uniform Commercial Code Form UCC-3 termination statements or other instruments or agreements as may be suitable or appropriate in connection with the release of any such Liens.

  • Existing Indebtedness of the Loan Parties All of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (other than Indebtedness permitted to exist pursuant to Section 7.02) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date.

  • Existing Indebtedness (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company as of March 31, 2014 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company. The Company is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company and no event or condition exists with respect to any Indebtedness of the Company the outstanding principal amount of which exceeds $5,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

  • Loans, Acquisitions and Guaranties (1) 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.

  • Investments, Loans, Advances, Guarantees and Acquisitions The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:

  • ERISA Obligations All Employee Plans of the Borrower meet the minimum funding standards of Section 302 of ERISA and 412 of the Internal Revenue Code where applicable, and each such Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986 is qualified. No withdrawal liability has been incurred under any such Employee Plans and no “Reportable Event” or “Prohibited Transaction” (as such terms are defined in ERISA), has occurred with respect to any such Employee Plans, unless approved by the appropriate governmental agencies. The Borrower has promptly paid and discharged all obligations and liabilities arising under the Employee Retirement Income Security Act of 1974 (“ERISA”) of a character which if unpaid or unperformed might result in the imposition of a Lien against any of its properties or assets.

Time is Money Join Law Insider Premium to draft better contracts faster.