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.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Pipeline Data Inc), Stock Purchase Agreement (Pipeline Data Inc)
Outstanding Indebtedness; Liens. Payments of principal and other payments due under the Notes will, upon issuance at the Closing, rank senior to all other Indebtedness of the Company or any of its Subsidiaries (in right of payment, whether with respect of payment of redemptions, interest or damages or upon liquidation or dissolution or otherwise). Except as set forth on Schedule 3(x3(y), (i) neither the Company nor any of its Subsidiaries hashas any, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents will not havehave any, any outstanding Indebtedness other than Permitted Indebtednessthe Indebtedness permitted under Section 5(g), (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 LiensLiens permitted under Section 5(i), 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 Liensunder the Security Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Evolution Resources, Inc.)
Outstanding Indebtedness; Liens. Except as set forth on Schedule 3(x3(w), (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.
Appears in 1 contract
Samples: Contribution Agreement (Elandia International Inc.)
Outstanding Indebtedness; Liens. Except as set forth on Schedule 3(x3(y), payments of principal and other payments due under the Notes will, upon issuance at each Closing, rank senior to all other Indebtedness of the Company or any of its Subsidiaries (in right of payment, whether with respect of payment of redemptions, interest or damages or upon liquidation or dissolution or otherwise). Except as set forth on Schedule 3(y), (i) neither the Company nor any of its Subsidiaries hashas any, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents will not havehave any, any outstanding Indebtedness other than Permitted Indebtednessthe Indebtedness permitted under Section 5(g), (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 LiensLiens permitted under Section 5(h), 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (Kaching Kaching, Inc.)
Outstanding Indebtedness; Liens. Except as set forth on Schedule 3(x2(y), (i) neither the Company nor any of its Subsidiaries no Contributed Entity 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 Contributed Entities 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 the Contributed Entities filed against the Company or any of its Subsidiaries the Contributed Entities or any of their respective assets, other than those relating to Permitted Liens.
Appears in 1 contract
Samples: Contribution Agreement (Elandia International Inc.)
Outstanding Indebtedness; Liens. Except as set forth on Schedule 3(x3(y), payments of principal and other payments due under the Notes will, upon issuance at the Closing, rank senior to all other Indebtedness of the Company or any of its Subsidiaries (in right of payment, whether with respect of payment of redemptions, interest or damages or upon liquidation or dissolution or otherwise). Except as set forth on Schedule 3(y), (i) neither the Company nor any of its Subsidiaries hashas any, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents will not havehave any, any outstanding Indebtedness other than Permitted Indebtednessthe Indebtedness permitted under Section 5(g), (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 LiensLiens permitted under Section 5(h), 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (Duke Mining Company, Inc.)
Outstanding Indebtedness; Liens. Except as set forth on Schedule 3(x3(z)(i), (i) neither the Company nor any of its the Subsidiaries hashas any, and nor upon consummation of the transactions contemplated hereby and by the other Transaction Documents Transactions will not havehave any, 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 Transactions there will not be any, Liens on any of the assets of the Company and its the 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 Transactions 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 the Subsidiaries or any of their respective assets. Other than the “Defaults” and “Events of Default” (each as defined in the Existing Credit Agreement (as defined below)) identified on Schedule 3(z)(ii) (collectively, the “Existing Credit Defaults”), there are no other than those relating to Permitted Liens“Defaults” or “Events of Default.”
Appears in 1 contract
Samples: Securities Purchase Agreement (Select Comfort Corp)