Outstanding Indebtedness; Liens. Payments of principal and other payments due under the Sub Notes will, upon issuance at the Closing, rank senior to all other Indebtedness of the Company or any of the Subsidiaries (other than the Indebtedness under the Senior Notes and the FNBW Indebtedness) and, by virtue of their secured position, and to the extent of the Collateral, to all trade account payables of the Company, and the obligations of the Subsidiaries under the Guaranty will, upon issuance of the Sub Notes at the Closing, rank senior to all other Indebtedness of the Subsidiaries other than the Senior Notes and, by virtue of the secured position of the Guaranty and to the extent of the Collateral, to all trade account payables of any of the Subsidiaries. Except as set forth on Schedule 3(z), (i) neither the Company nor any of the Subsidiaries has any, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents will not have any, outstanding Indebtedness other than (A) pursuant to the Senior Notes, the Securities Purchase Documents and the Transaction Documents, (B) the FNBW Indebtedness and (C) the Xxxxxxxxxx Indebtedness, (ii) there are no, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents there will not be any, Liens on any of the assets of the Company or the Subsidiaries, other than (X) pursuant to the Security Documents and (Y) the FNBW Security Interest, and (iii) there are no, and upon consummation of the transactions contemplated hereby and by the Senior Notes, the Securities Purchase Documents and the Transaction Documents there will not be any, financing statements securing obligations of any amounts filed against the Company or any of the Subsidiaries or any of their respective assets, other than under the Security Documents. As used in this Agreement, “FNBW Note” means that certain promissory note, dated July 11, 2008, in the outstanding principal amount of $150,000 (as in effect as of the date hereof, without any increase in the principal thereof or the interest rate thereon, and without any waiver, amendment, supplement, restatement or modification thereof, other than to the extend the term thereof) issued by North Texas to the First National Bank of Xxxxxxxxxxx (“FNBW”); “FNBW Indebtedness” means the obligation evidenced by the FNBW Note; “FNBW Security Interest” means the security interest granted by North Texas in certain of its vehicles, as specified on Schedule 3(z), in favor of ...
Outstanding Indebtedness; Liens. Except as set forth on Schedule 3(x), (i) neither the Company nor any of its Subsidiaries has, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents will not have, any outstanding Indebtedness other than Permitted Indebtedness, (ii) there are no, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents there will not be any, Liens on any of the assets of the Company and its Subsidiaries other than the Permitted Liens, and (iii) there are no, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents there will not be any, financing statements securing obligations of any amounts owed by the Company or any of its Subsidiaries filed against the Company or any of its Subsidiaries or any of their respective assets, other than those relating to Permitted Liens.
Outstanding Indebtedness; Liens. (a) Schedule 3.17(a) sets forth and identifies in reasonable detail all individual items of outstanding short-term and long-term Indebtedness of the Company and its Subsidiary in excess of $25,000 incurred or otherwise not listed on the most recent financial statement received by the Purchasers, including all notes issued by the Company or its Subsidiary to finance the acquisition of real or personal property, prior to and after giving effect to the transactions contemplated by this Agreement.
(b) Except as set forth on Schedule 3.17(b), there are no Liens outstanding on the date hereof and there will be no Liens outstanding as of the Closing on any property or asset of the Company or its Subsidiary.
Outstanding Indebtedness; Liens. (a) Schedule 3.16(a) sets forth and identifies in reasonable detail all individual items of outstanding short-term and long-term Indebtedness of the Company and PRSI in excess of $25,000 incurred or otherwise not listed on the most recent financial statement received by the Purchasers, including all notes issued by the Company or PRSI to finance the acquisition of real or personal property, prior to and after giving effect to the transactions contemplated by this Agreement.
(b) Except as set forth on Schedule 3.16(b), there are no Liens outstanding on the date hereof and there will be no Liens outstanding as of the Closing on any property or asset of the Company or PRSI.
Outstanding Indebtedness; Liens. Payments of principal and other payments due under the outstanding Notes will rank senior to all Indebtedness of the Company outstanding as of the Closing Date (other than the obligations evidenced by the Diversity Note, which will rank senior to the Notes, the obligations evidenced by the Senior Notes, which will rank senior to the Notes, and the obligations evidenced by each of the other outstanding Offering Notes, which will be pari passu with the Notes), and the obligations of the Applicable Subsidiaries under the Subsidiary Guaranty will at all times rank senior to all other Indebtedness of the Subsidiaries as of the Closing Date (other than the obligations of the Subsidiaries under the Bridge Guaranty (as defined in the Bridge Purchase Agreement) with respect to Indebtedness under the Bridge Notes, the Subsidiary Guaranty (as defined in the Existing Senior Purchase Agreement), with respect to Indebtedness under the Existing Senior Notes, which will rank senior to the Subsidiary Guaranty, and the obligations of the Applicable Subsidiaries under the other executed Subsidiary Guaranties with respect to Indebtedness under the other outstanding Offering Notes, which will be pari passu with the Subsidiary Guaranty) and, by virtue of the secured position of the Subsidiary Guarantees and to the extent of the Collateral, to all trade account payables of any of the Subsidiaries. Payments of principal and other payments due under the outstanding Notes will be pari passu with those due under all other Offering Notes outstanding as of the Closing Date or thereafter, and the obligations of the Applicable Subsidiaries under the Subsidiary Guaranty will be pari passu with the obligations of the Applicable Subsidiaries under any other Subsidiary Guaranties with respect to the Indebtedness under the other Offering Notes outstanding as of the Closing Date or thereafter. Except as set forth on Schedule 4(v), neither the Company nor any of the Subsidiaries has any, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents will not have any, outstanding Indebtedness as of the Closing Date, except for the obligations evidenced by the Notes, the other Offering Notes outstanding as of the Closing Date, the Bridge Notes, the Existing Senior Notes, the Diversity Note and for the Leexus Additional Consideration Obligation and the Leexus Settlement Obligation. There are no, and upon consummation of the transactions contemplated hereby a...
Outstanding Indebtedness; Liens. Payments of principal and other payments due under the Notes will, upon issuance in connection with the Closing, rank senior to all other Indebtedness (as defined in the Notes) of the Company and its Subsidiaries other than (X) payments of (i) principal due under that certain Loan Agreement dated September 10, 2004 by and between BNP Paribas and ES Holdings SAS, which agreement has not been amended, supplemented or otherwise modified since such date except as previously filed as an exhibit to an SEC Document (the “BNP Facility”) and (ii) the two Subsequent Payments (as defined in the Eurosilicone Agreement) due under the Eurosilicone Agreement; provided, however that the aggregate amount of all such principal payments shall not exceed €16,400,000, and (Y) trade accounts payable of the Company and its Subsidiaries. As used in this Agreement, the “Eurosilicone Agreement” means that certain Agreement for the Sale and Purchase of the Shares of Laboratoires Eurosilicone SA, dated May 17, 2004, by and among the Company and the sellers named therein, which agreement has not been amended, supplemented or otherwise modified since such date. Except as set forth on Schedule 3(bb), (a) neither the Company nor any of its Subsidiaries has any outstanding Indebtedness or trade accounts payable, (b) there are no Liens on any of the respective assets of the Company or any of its Subsidiaries, and (c) there are no financing statements securing obligations of any amounts filed against the Company or any of its Subsidiaries or any respective assets. As of March 31, 2006, the aggregate amount of the outstanding Indebtedness and trade accounts payable of the Company or any of its Subsidiaries shall not exceed the aggregate amount of Indebtedness and trade accounts payable set forth on Schedule 3(bb) by more than $500,000.
Outstanding Indebtedness; Liens. Payments of principal and other payments due under the Notes will, upon issuance in connection with the Closings, rank senior to all other Indebtedness (as defined in the Notes) of the Company or any of its Subsidiaries, and provided, however, that such payments will be no less than pari passu with Indebtedness permitted under clauses (a)(IV), (a)(V), (a)(VI) and (a)(VII) of Section 4(n)) and, by virtue of their secured position, to all trade account payables of the Company or any of its Subsidiaries. Schedule 3(bb) sets forth a summary of the outstanding trade accounts payable of the Company and its Subsidiaries as of the last day of the most recent calendar month preceding the date this representation is made (or as of a more recent specified date). Except as set forth on Schedule 3(bb), (I) neither the Company nor any of its Subsidiaries has any outstanding Indebtedness, (II) there are no Liens on any of the assets of the Company and its Subsidiaries (including the assets being acquired in the Geostar Transaction) other than Permitted Liens, and (III) there are no financing statements in connection with Liens securing obligations of any amounts filed against the Company or any of its Subsidiaries or any of their respective assets (including the assets being acquired in the Geostar Transaction).
Outstanding Indebtedness; Liens. Payments of principal and other payments due under any loans made pursuant to the Transaction Documents will rank senior to all other indebtedness of the Company and its Subsidiaries other than,to the extent of the specific security interest grant in Parent property (specifically not including the equity interests of HRS), payments of principal due from Parent under those certain factoring documents set forth in Schedule 3(bb)(the “Facility”). Except as set forth on Schedule 3(bb), (a) neither the Company nor any of its Subsidiaries has any outstanding Indebtedness or trade accounts payable, (b) there are no Liens on any of the respective assets of the Company or any of its Subsidiaries, and (c) there are no financing statements securing obligations of any amounts filed against the Company or any of its Subsidiaries or any respective xxxxxx.Xx of June 30, 2015, the aggregate amount of the outstanding Indebtedness and trade accounts payable of the Company or any of its Subsidiaries shall not exceed the aggregate amount of Indebtedness and trade accounts payable set forth on Schedule 3(bb) by more than $50,000.
Outstanding Indebtedness; Liens. The capitalization table on Schedule 4.8 sets forth and identifies in reasonable detail all outstanding short-term and long-term Indebtedness of the Borrower and its Subsidiaries as of the Closing Date (other than under this Agreement and the Senior Notes), including all notes issued by the Borrower to finance the acquisition of real or personal property, prior to and after giving effect to the AskMen Acquisition and the other transactions contemplated by this Agreement. Schedule 4.8 includes the names of the holders, principal amounts, required interest payments and maturity dates of all such Indebtedness and specifies all Indebtedness which is in any way subordinated to the Indebtedness represented by the Notes. Set forth on Schedule 4.8 is a list and description of all existing Liens, other than Permitted Liens, on the property of the Borrower and the Guarantors as of the Closing Date. As of the Closing Date and after giving effect to the transactions contemplated hereby to occur on the Closing Date (including the AskMen Acquisition), the Borrower shall have total Funded Indebtedness (excluding accounts payable and accrued expenses) on a consolidated basis not in excess of $49,950,000.
Outstanding Indebtedness; Liens. Except as set forth on the Most Recent Balance Sheet, on Schedule 2(c)(xxvi) or as disclosed in the Exchange Act Reports, (A) neither the Company nor any of the Subsidiaries has any outstanding Indebtedness, and (B) there are no Liens on any of the assets of the Company or the Subsidiaries other than Permitted Liens.
