Permitted Existing Contingent Obligations Sample Clauses

Permitted Existing Contingent Obligations. Guaranties of immaterial and de minimis obligations arising in the ordinary course of business and not related to the borrowing of money. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and ...
Sample 1
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Permitted Existing Contingent Obligations. Guaranties of immaterial and de minimis obligations arising in the ordinary course of business and not related to the borrowing of money.
Sample 1
Permitted Existing Contingent Obligations. Schedule 3.2 — Transitional Letters of Credit Schedule 6.3 — Conflicts; Governmental Consents Schedule 6.7 — Litigation; Loss Contingencies Schedule 6.8 — Subsidiaries Schedule 6.18 — Environmental Matters Schedule 7.3(G) — Transactions with Shareholders and Affiliates 2. Amended and Restated Guaranty executed by Energizer International, Inc., a Delaware corporation, Eveready Battery Company, Inc., a Delaware corporation, Energizer Battery, Inc., a Delaware corporation, Energizer Battery Manufacturing, Inc., a Delaware corporation, Xxxxxx Manufacturing, Inc., a Delaware corporation, Playtex Products, LLC, a Delaware limited liability company, Playtex Manufacturing, Inc., a Delaware corporation, Sun Pharmaceuticals, LLC, a Delaware limited liability company, Tanning Research Laboratories, LLC, a Delaware limited liability company and Energizer Personal Care, LLC, a Delaware limited liability company (collectively, the “Initial Subsidiary Guarantors”) and the other Subsidiaries of the Borrower from time to time parties thereto, in favor of the Administrative Agent. 3. Promissory notes requested by Lenders pursuant to Section 2.12(D) of the Credit Agreement.
Sample 1
Permitted Existing Contingent Obligations. Guaranties of immaterial and de minimis obligations arising in the ordinary course of business and not related to the borrowing of money. CPCS-251746 $ 137,995.00 MAR 27, 2008 MAY 15, 2012 CPCS-269032 $ 523,887.00 DEC 13, 2007 DEC 05, 2011 CPCS-269034 $ 1,175,000.00 DEC 13, 2007 DEC 07, 2011 CPCS-269599 $ 505,110.00 DEC 13, 2007 DEC 11, 2011 CPCS-284978 $ 1,000,000.00 FEB 15, 2008 DEC 31, 2011 CPCS-618269 $ 227,605.00 JUN 02, 2008 JUL 06, 2011 CPCS-636073 $ 500,000.00 JUL 17, 2002 JUL 31, 2012 CPCS-636118 $ 2,000,000.00 NOV 27, 2002 SEP 30, 2011 CPCS-668723 $ 44,415.61 AUG 13, 2008 AUG 07, 2011 CPCS-692914 $ 45,235.00 OCT 06, 2008 OCT 03, 2011 CPCS-695384 $ 5,438,038.00 NOV 14, 2008 OCT 01, 2011 CPCS-777281 $ 168,500.00 JUL 13, 2009 JUL 10, 2012 CPCS-634811 $ 5,000.00 DEC 05, 2001 SEP 30, 2011 Berec Overseas Investments Limited UK Authorized: 100 Issued: 100 Energizer Holdings UK Co Limited EBC Batteries, Inc./ 00-0000000 Delaware India Authorized: 1,000 Issued: 1,000 Energizer International, Inc. Energizer Asia Pacific, Inc./ Delaware Hong Kong Authorized: 1,000 00-0000000 Issued: 1,000 Energizer International, Inc. Energizer Australia Pty. Ltd. Australia Authorized: 200,000,000 Issued: 14,872,492 Energizer International, Inc. Energizer Canada Inc. Canada Common Stock Authorized: unlimited Issued: 548,108 Energizer International, Inc. (100%) Authorized: 285 Issued: 0 Energizer (China) Co., Ltd. China $26,000,000 paid in capital Energizer International, Inc. Energizer Hellas A.E. Greece Authorized: 100,100 Issued: 100,100 Energizer International, Inc. (99.9%) 100,087 Eveready Battery Company, Inc.: 13 shares Energizer Hong Kong Limited Hong Kong Authorized: 400,000 Issued: 400,000 Energizer Asia Investments Pte. Ltd. Energizer Hungary Trading Ltd. Hungary Authorized: 37,457,000 HUF Issued: 37,457,000 HUF Energizer International, Inc. EBC (India) Company Private Limited * India Authorized: 35,000,000 Issued: 32,776,589 (94%) Energizer International, Inc. Energizer Singapore Pte. Ltd.: 1 share Energizer India Private Limited * India Authorized: 35,000,000 Issued: 33,781,800 EBC (India) Co. Private Ltd. Energizer Insurance Company Ltd. Bermuda Authorized: 120,000 Issued: 120,000 Eveready Battery Company, Inc. Energizer International, Inc./ Delaware Authorized: 1,000 00-0000000 Issued: 1,000 Eveready Battery Company, Inc. Energizer Group Italia, S.p.A. Italy Authorized: 250,000 Issued: 250,000 Energizer International, Inc. — 247,500 Eveready Battery Company, I...
Sample 1
Permitted Existing Contingent Obligations. The following standby letters of credit were established with the lender for business insurance purposes:
Sample 1
Permitted Existing Contingent Obligations. A. The following standby letters of credit were established with the lender: 1. $690,000 letter of credit in favor of Federal Insurance Company relating to worker’s compensation claims. 2. $150,000 letter of credit in favor of U.S. Bank National Association relating to Quixote credit card payments. $ 690,000 S541139 6/30/10 Federal Insurance Company $ 150,000 03101078 U.S. Bank National Association In January, 2008 we were served in a lawsuit entitled Xxxx Xxxx, Individually as Representative of the Estate of Xxxxxx Xxxx et al. vs. Energy Absorption Systems, Inc., Quixote Transportation Safety, Inc., Xxxxxxx Xxxxxxxx Construction, Xxxxxx Crash Cushions d/b/a Contractors Barricade Service, J.I.T. Distributing Inc. and Xxxxxxx Xxxxx d/b/a Cerrito Trucking, Xxxxx xx Xxxxx, Xxxxxxxx Xxxxx xx Xxxxxxxx Xxxxxx, Xx. 00000. This case involves a tractor-trailer collision with a crash cushion. The plaintiffs allege various theories of liability against all defendants, including negligence, misrepresentations and breach of warranty. We have tendered the case to our insurance carrier and have answered the complaint. In September the judge granted our motion for summary judgment and Quixote Transportation Safety, Inc., Energy Absorption Systems, Inc. and Xxxxxx Crash Cushions (our distributor) are now dismissed on all causes of action. Plaintiff moved for reconsideration and his motion was denied. Plaintiff has appealed. On January 28, 2010, Quixote entered into memorandums of understanding with plaintiffs’ counsel and the other named defendants to settle the following purported class action lawsuits (the “Lawsuits”) that were filed following the announcement of the pending offer (the “Offer”) made by Trinity Industries, Inc. (“Trinity”) and its wholly-owned subsidiary THP Merger Co. (“Purchaser”), to acquire the Company’s outstanding common stock at $6.38 per share to be followed by a back-end merger: Superior Partners, on Behalf of Itself and All Others Similarly Situated vs. Xxxxxx X. Xxxxxx, Xxxxx Xxxxxx, Xxxxxx X. Xxxxx, Xxxxxx X. van Roijen, Xxxxxxxx X. XxXxxxx, Xxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx, Quixote Corporation and Trinity Industries, Inc. (Case No. 10 CH 0613) filed on January 13, 2010 in the Circuit Court of Xxxx County, Illinois, Chancery Division (the “Court”); and Xxxxx X. Xxxxxx, Individually and on Behalf of All Others Similarly Situated vs. Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxx, Xxxxxx X. van Roijen, Xxxxxxxx X. XxXxxxx, Xxxxx X. Xxxxx, Xxx...
Sample 1

Related to Permitted Existing Contingent Obligations

  • Permitted Contingent Obligations Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the Loan Documents; (g) guaranties of Permitted Debt; or (h) in an aggregate amount of $250,000 or less at any time.

  • Contingent Obligations No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (c) Contingent Obligations of the Loan Parties and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b); (g) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

  • Litigation and Contingent Obligations There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Loans. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

  • Permitted Indebtedness Neither the Company nor any Subsidiary ---------------------- will create, incur or assume any Indebtedness other than: (a) Indebtedness represented by or incurred under the Notes and the Purchase Agreement and the Revolving Credit Facility; (b) Indebtedness incurred to prepay or repay in full the remaining outstanding principal amount of Notes and all other amounts due thereon or under the Purchase Agreement; (c) Indebtedness existing on the Closing Date and identified on the Disclosure Schedule; (d) Indebtedness incurred solely as an extension, renewal, refinancing or replacement of Indebtedness of the Company or of its Subsidiaries under clause (iii) above (but excluding any Indebtedness under clause (iii) above to the extent such Indebtedness is repaid with the proceeds from the sale of the Notes and Warrants), provided that any such extension, renewal or refinancing (A) shall be on terms which on balance are substantially as favorable to the Company (or the relevant Subsidiary) as the terms of such existing Indebtedness (other than changes in the amount of the interest rate and other than the imposition of additional Liens permitted by Section 9.10(f) hereof) and (B) shall not be in a greater principal amount or have a shorter average life or earlier maturity than such existing Indebtedness; (e) Indebtedness in an aggregate principal amount outstanding not exceeding $20,000,000 incurred solely to finance the purchase price of additional towers and related facilities and equipment; (f) Interest Rate Protection Agreements required by the Revolving Credit Facility or incurred for hedging purposes in the ordinary course of business; and (g) Additional Indebtedness in an amount which , together with sale and leaseback obligations permitted under Section 9.11, does not exceed $2,000,000.

  • Contingent Obligation any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto.

  • Guaranty Obligations Unless otherwise specified, the amount of any Guaranty Obligation shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation.

  • Guaranty of the Obligations Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

  • Permitted Debt Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"): (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any time.

  • Existing Indebtedness; Future Liens (a) Except as described therein, as of June 30, 2013, Schedule 6.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries (including a description of the obligors and obligees, principal amount outstanding, available financing 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 such Indebtedness. Neither the Company nor any Subsidiary is 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 or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 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. (b) Except as disclosed in Schedule 6.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.15.

  • Repayment of Existing Indebtedness Evidence that the principal of and interest on, and all other amounts owing in respect of, the Indebtedness (including, without limitation, any contingent or other amounts payable in respect of letters of credit) indicated on SCHEDULE 8.12A hereto that is to be repaid on the Closing Date shall have been (or shall be simultaneously) paid in full, that any commitments to extend credit under the agreements or instruments relating to such Indebtedness shall have been canceled or terminated and that all Guarantees in respect of, and all Liens securing, any such Indebtedness shall have been released (or arrangements for such release satisfactory to the Required Lenders shall have been made); in addition, the Administrative Agent shall have received from any Person holding any Lien securing any such Indebtedness, such Uniform Commercial Code termination statements, mortgage releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have requested to release and terminate of record the Liens securing such Indebtedness (or arrangements for such release and termination satisfactory to the Required Lenders shall have been made).

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