Common use of Prepayments, Etc. of Indebtedness Clause in Contracts

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness incurred pursuant to Section 7.02(h), except for (a) refinancings, refundings, extensions or renewals of such Indebtedness to the extent such refinancing, refunding, extension or renewal is permitted by Section 7.02(h), (b) any payment or redemption to the extent made with the net proceeds of a substantially concurrent issuances of common Equity Interests of the US Borrower (other than Disqualified Capital Stock); provided that (i) no Default or Event of Default exists, and (ii) the US Borrower and the Restricted Subsidiaries would have been in compliance with Sections 7.11(a), 7.11(b), and 7.11(c) as of the end of the most recent fiscal quarter both before and after giving effect thereto on a pro forma basis and (c) so long as no Default or Event of Default is continuing or would result therefrom, any other payment or redemption in an amount not to exceed $15,000,000.

Appears in 3 contracts

Samples: Credit Agreement (USD Partners LP), Master Assignment, Assignment of Liens, and Amendment No. 1 to Amended and Restated Credit Agreement (USD Partners LP), Credit Agreement (USD Partners LP)

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Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness incurred pursuant to Section 7.02(h), except for (a) refinancings, refundings, extensions or renewals of such Indebtedness to the extent such refinancing, refunding, extension or renewal is permitted by Section 7.02(h), (b) any payment or redemption to the extent made with the net proceeds of a substantially concurrent issuances of common Equity Interests of the US Borrower (other than Disqualified Capital Stock); provided that (i) no Default or Event of Default exists, and (ii) the US Borrower and the Restricted Subsidiaries would have been in compliance with Sections 7.11(a), 7.11(b), and 7.11(c) as of the end of the most recent fiscal quarter both before and after giving effect thereto on a pro forma basis and (c) so long as no Default or Event of Default is continuing or would result therefrom, any other payment or redemption in an amount not to exceed $15,000,00015,000,000.[Reserved].

Appears in 1 contract

Samples: Amendment No. 5 to Amended and Restated Credit Agreement (USD Partners LP)

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