Parent Indebtedness. The Company shall cause the Parent to certify to the Agent on the Closing Date as follows: (i) SCHEDULE 2.5(m) lists all the Indebtedness of the Parent (excluding Indebtedness of the Company), (ii) the Company has no liability or obligation for payment or performance of such Indebtedness, and (iii) the Parent or the Company shall give the Agent prior written notice of (A) any modification to the terms of such Indebtedness which may make clause (ii) hereof incorrect, and (B) the incurrence of any additional Indebtedness (along with a new certification in accordance with the terms of this Section 2.5(m) with respect to such new Indebtedness);
Parent Indebtedness. The Parent has not incurred, assumed or otherwise become obligated under any Indebtedness other than Obligations under the Loan Documents, Customary Carve-out Agreements and other Indebtedness permitted under this Agreement (including Senior Financing Obligations).
Parent Indebtedness. Each condition precedent under the Parent Indebtedness Exchange Agreement shall have been satisfied, and each of the Parent Note, the Parent Note Intercreditor Agreement, the Parent Indebtedness Exchange Agreement and any other document executed in connection therewith, in each case, in form and substance reasonably satisfactory to the Agents shall be in full force and effect. The Agents shall have received a certificate of an Authorized Officer of the Administrative Borrower certifying that (A) the attached copies of the Parent Note, the Parent Note Intercreditor Agreement, the Parent Indebtedness Exchange Agreement and such other documents are true, complete and correct copies thereof and (B) such note, agreements and documents remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such note, agreement or document;
Parent Indebtedness. Agent shall have received evidence that not less than $10,656,126 of the Parent Indebtedness has been converted into equity.
Parent Indebtedness. The Parent shall incur any Indebtedness other than Permitted Parent Indebtedness or the Parent shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Permitted Parent Indebtedness the outstanding principal amount of which Indebtedness is in excess of $1,000,000 or any breach, default or event of default shall occur, or any other condition shall exist, under any instrument, agreement or indenture pertaining to any such Permitted Parent Indebtedness, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Parent offer to purchase such Indebtedness or other required repurchase of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption or other repurchase of such Indebtedness; or any such Indebtedness shall be otherwise 113 114 declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Parent (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.
Parent Indebtedness. The Parent shall not incur Indebtedness unless at the time of incurrence thereof the Parent and its Subsidiaries (other than Unrestricted Subsidiaries of the Company) (i) are in compliance with the Interest Coverage Ratio, after giving pro forma effect to such incurrence of Indebtedness and the application of the proceeds thereof and (ii) shall have, after giving pro forma effect to such incurrence of Indebtedness and the application of the proceeds thereof, a Parent Total Leverage Ratio of no greater than 4.00:1.00; provided, that:
(a) no Default or Event of Default shall have occurred and be continuing both immediately before and immediately after giving pro forma effect to such incurrence of Indebtedness and the application of the proceeds thereof; and
(b) the Company and its Restricted Subsidiaries are in pro forma compliance with the Financial Covenants, both immediately before and immediately after giving pro forma effect to such incurrence of Indebtedness and the application of the proceeds thereof.
Parent Indebtedness. The Parent shall not incur Indebtedness unless at the time of incurrence thereof the Parent and its Subsidiaries (other than Unrestricted Subsidiaries of the Company) are in pro forma compliance with the Interest Coverage Ratio.
Parent Indebtedness. Section 3.14 of the Parent Disclosure Letter contains a true, correct and complete list of each of the individual components of all of the outstanding Parent Indebtedness as of the date hereof (indicating the amount and the Person to whom such Parent Indebtedness is owed).
Parent Indebtedness. The certification to be provided by the Parent in accordance with subsection 2.5(m) (whether on the Closing Date or at any time thereafter with respect to new Indebtedness) shall fail to be correct in all material respects, or the Parent shall fail to certify to the Agent as required by subsection 2.5(m) at any time after the Closing Date with respect to any new Indebtedness; or
Parent Indebtedness. Each condition precedent under the Parent Indebtedness Second Exchange Agreement (as defined in the Financing Agreement after giving effect to this Consent) shall have been (or simultaneously with the effectiveness hereof will be) satisfied, and each of the Exchanged Note, the Parent Indebtedness Second Exchange Agreement and any other document executed in connection therewith, in each case, in form and substance reasonably satisfactory to the Agent shall be in full force and effect. The Agent shall have received executed copies of each of the Exchanged Note, the Parent Indebtedness Second Exchange Agreement and any other document executed in connection therewith.
