Principal & Subsidiary Instruments Sample Clauses

Principal & Subsidiary Instruments. It is hereby declared and agreed: 35.1 this Agreement; 35.2 the Debenture; 35.3 the Assignment; 35.4 the Charge; 35.5 the Corporate Guarantee; and 35.6 the Security Agency Agreement; are instruments employed in one transaction within the meaning of Section 4(3) of the Stamx Xxx, 0000 (Xxnsolidated and Revised 1989) to secure one aggregate principal sum comprising: (i) TL I Facility of up to RM29,200,000.00; (ii) Dollar Advances Facility of up to USD4,000,000.00; (iii) Dollar RC Facility of up to USD2,00,000.00; (iv) Working Capital Facilities of up to RM5,900,000.00; and respective interest thereon and for the purpose of the said Section this Agreement is deemed to be the Principal Instrument and the other documents the Subsidiary Instruments.
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Principal & Subsidiary Instruments. It is hereby agreed and declared that this Agreement and the Security Documents referred to in Item 11 of the First Schedule hereto are all instruments employed in one transaction to secure the amount set out in Item 3 of the First Schedule hereto and interest thereon within the meaning of Section 4(3) of the Xxxxx Xxx 0000 and for the purpose of the said Section, this Agreement shall be deemed to be the principal instrument and the other Security Documents the subsidiary instruments.
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Principal & Subsidiary Instruments. 15.1 It is hereby agreed and declared that this Guarantee and Indemnity and the Loan Documents are instruments employed in one transaction namely to secure the Facility in an aggregate sum of Ringgit Malaysia Ninety One Million (RM91,000,000.00) for principal only together with interest thereon and all other monies payable by the Borrower to the Agent and the other Beneficiaries under the Loan Documents and for the purpose of Section 4(3) of the Stamp Act 1949, the Loan Agreement shall be deemed to be the principal instrument and this Guarantee and Indemnity shall be deemed to be the subsidiary instrument.
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Principal & Subsidiary Instruments. It is hereby agreed and declared that this Assignment and the Loan Documents are instruments employed in one transaction namely to secure the Facility in an aggregate sum of Ringgit Malaysia Ninety One Million (RM91,000,000.00) for principal only together with interest thereon and all other monies payable by the Borrower to the Agent and the Lenders under the Loan Documents and for the purpose of Section 4(3) of the Stamp Act 1949, the Loan Agreement shall be deemed to be the principal instrument and this Assignment shall be deemed to be the subsidiary instrument. 179 Borrower : Syarikat Telefon Wireless (M) Sdn. Bhd. Facility : Term Loan Facility of RM91,000,000.00
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Principal & Subsidiary Instruments. 11.1 It is hereby agreed and declared that this Memorandum and the Loan Agreement are instruments employed in one transaction namely 'to secure the Indebtedness in an aggregate sum of Ringgit Malaysia Ninety One Million (P-M9 1,000,000) for principal only together with interest thereon and all other monies payable under the Loan Agreement and the Security Documents to the Agent and the Lenders and for the purpose of Section 4(3) of the Stamp Act 1949, the Loan Agreement shall be deemed to be the principal instrument and this Memorandum shall deemed to be the subsidiary instrument. 222 Borrower : Syarikat Telefon Wireless (M) Sdn. Bhd. Facility : Term Loan Facility of RM91,000,000.00 IN WITNESS WHEREOF the Chargor has executed this Memorandum this day of ,1995. *[The Common Seal of the abovenamed ) Xxxxxxx, ) was hereunto duly affixed in ) accordance with its Constitution ) in the presence of:- ) Director Director/Secretary I, an Advocate and Solicitor of the High Court in Malaya practicing at Kuala Lumpur hereby certify that on this day of , 1995 the Common Seal of [ ], was duly affixed to the above written instrument in my presence in accordance with the regulations of the said Company. Witness my hand, _______________] or Schedule 12 - 223 Borrower : Syarikat Telefon Wireless (M) Sdn. Bhd. Facility : Term Loan Facility of RM91,000,000.00 *[SIGNED by ) the abovenamed Xxxxxxx ) [ ] ) in the presence of:- ) I, an Advocate and Solicitor of the High Court in Malaya practicing at Kuala Lumpur hereby certify that the signature of the donor abovenamed was written in my presence on this day of ,199 and is, to my own personal knowledge, the true signature of who has acknowledged to me that he/she is of full age and that he/she has voluntarily executed this instrument. Witness my hand _______________ *Delete as appropriate Schedule 12 - 224 Borrower : Syarikat Telefon Wireless (M) Sdn. Bhd. Facility : Term Loan Facility of RM91,000,000.00 THE SCHEDULE HEREINBEFORE REFERRED TO THE ORIGINALLY CHARGED SHARES DESCRIPTION OF SECURITY SHARE CERTIFICATE NO. NO. OF SHARES Schedule 12 - 225 Borrower : Syarikat Telefon Wireless (M) Sdn. Bhd. Facility : Term Loan Facility of RM91,000,000.00 SCHEDULE 13 TRANSFER CERTIFICATE To: PERMATA MERCHANT BANK BERHAD relating to the agreement (as from time to time amended, varied, novated or supplemented, the "Loan Agreement") dated [ ] , 1995 whereby a term loan facility was made available to SYARIKAT TELEFON WIRELESS (M) SDN. BHD. as b...
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Principal & Subsidiary Instruments. 11.1 It is hereby agreed and declared that this Memorandum and the Loan Agreement are instruments employed in one transaction namely to secure the Indebtedness in an aggregate sum of Ringgit Malaysia Ninety One Million (RM91,000,000) for principal only together with interest thereon and all other monies payable under the Loan Agreement and the Security Documents to the Agent and the Lenders and for the purpose of Section 4(3) of the Stamp Act 1949, the Loan Agreement shall be deemed to be the principal instrument and this Memorandum shall deemed to be the subsidiary instrument.
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Principal & Subsidiary Instruments. It is hereby declared and agreed that: - (a) the Facilities Agreement; (b) the Debenture; (c) the Assignment; (d) the Charge; (e) this Corporate Guarantee; and
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Related to Principal & Subsidiary Instruments

  • Subsidiary Indebtedness The Credit Parties will not permit any of the Restricted Subsidiaries (other than the Credit Parties (except as set forth in Section 6.3(c)(ii)) and the Pro Rata Additional Borrowers) to create, incur, assume or suffer to exist any Indebtedness except: (A) Indebtedness existing as of the Closing Date under industrial development bonds and Indebtedness of Foreign Subsidiaries in an aggregate amount not to exceed $325,000,000 and (B) Refinancing Indebtedness in respect of Indebtedness incurred under clause (A) above; (b) Indebtedness of any Restricted Subsidiary owing to a Credit Party or any Restricted Subsidiary; (c) other Indebtedness (whether secured or unsecured); provided that (i) at the time of incurrence of any Indebtedness under this subsection (c), the aggregate principal amount of such Indebtedness does not exceed the Priority Debt Basket at such time (determined prior to giving effect to the incurrence of such Indebtedness) and (ii) for the avoidance of doubt, any Indebtedness under this Agreement shall be considered Indebtedness incurred pursuant to this clause (c); (d) Indebtedness and obligations owing under Hedging Agreements and/or Cash Management Agreements so long as such Hedging Agreements and/or Cash Management Agreements are not entered into for speculative purposes; (e) Guaranty Obligations of any Restricted Subsidiary in respect of Indebtedness of the Parent or any other Restricted Subsidiary to the extent such Indebtedness is permitted to exist or be incurred pursuant to this Section 6.3; (f) obligations of any Restricted Subsidiary in connection with (i) any Permitted Securitization Transaction, to the extent such obligations constitute Indebtedness and (ii) any inventory financing arrangements so long as the aggregate principal amount Indebtedness in respect thereof incurred under this subsection(f)(ii) does not exceed $250,000,000 at any time outstanding; (g) Indebtedness of any Restricted Subsidiary consisting of completion guarantees, performance bonds, surety bonds or customs bonds incurred in the ordinary course of business; (h) Indebtedness owed to any Person (including obligations in respect of letters of credit, bank guarantees and similar instruments for the benefit of such Person) providing workers’ compensation, social security, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (i) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the incurrence thereof; (j) Indebtedness in respect of judgments that do not constitute an Event of Default under Section 7.1(i); (k) Indebtedness consisting of the financing of insurance premiums with the providers of such insurance or their Affiliates; and (l) Indebtedness created under this Agreement or any other Credit Document.

  • Material Subsidiary Prompt notice of any Person becoming a Material Subsidiary;

  • Additional Subsidiaries If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.

  • Disposal of Subsidiary Interests Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Laws; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Laws.

  • Subsidiary Agreement 1. To facilitate the carrying out of the Project, the Recipient shall make the proceeds of the Financing available to the Project Implementing Entity under a subsidiary agreement between the Recipient and the Project Implementing Entity, under terms and conditions approved by the Association (“Subsidiary Agreement”). 2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

  • Immaterial Subsidiaries No Immaterial Subsidiary (a) owns any assets (other than assets of a de minimis nature), (b) has any liabilities (other than liabilities of a de minimis nature), or (c) engages in any business activity.

  • Limitation on Subsidiary Indebtedness The Company shall not permit any of its Subsidiaries to Incur any Indebtedness, other than (A) Indebtedness of any Subsidiary of the Company consisting of (i) Guarantees by such Subsidiary of Indebtedness of the Company under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

  • Indebtedness of Subsidiaries The Company will not at any time permit any Subsidiary, directly or indirectly, to create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable for, any Indebtedness other than: (a) Indebtedness of a Subsidiary outstanding on the Closing Date and listed on Schedule 5.15 and any extension, renewal or refunding thereof, provided that the principal amount outstanding at the time of such extension, renewal or refunding is not increased; (b) Indebtedness of (a) any Subsidiary to any Wholly-Owned Subsidiary, (b) the Company or any Co-Obligor to any Wholly-Owned Subsidiary, (c) Lxxxxxx Finance Company B.V. to any Subsidiary (other than any Subsidiary Guarantor) in an aggregate outstanding principal amount not to exceed $50,000,000 at any time and (d) any one or more Co-Obligors to Hxxxxx CBI, Limited in the aggregate outstanding principal amount not to exceed $100,000,000; provided, that if either the Company or any Co-Obligor is the obligor on such Indebtedness, such Indebtedness may only be due either the Company or a Co-Obligor and shall be expressly subordinate to the payment in full in cash of the Credit Obligations on terms reasonably satisfactory to the Administrative Agent; (c) guaranties by a Subsidiary Guarantor of Indebtedness of the Company; (d) Indebtedness under the Credit Agreement outstanding from time to time; (e) Indebtedness under the Existing Note Purchase Agreement outstanding from time to time; (f) Indebtedness with respect to the Hedging Arrangements pursuant to which the Company or any Subsidiary has hedged its reasonably estimated interest rate, foreign currency or commodity exposure, and which are non-speculative in nature; (g) Indebtedness under the LOC Agreements and guaranties thereof by the Subsidiary Guarantors; (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Contingent Obligations of the Company and its Subsidiaries identified as such on Schedule 7.11(h) to this Agreement; (iii) Contingent Obligations (x) incurred by any Subsidiary of the Company to support the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money) of any other Subsidiary of the Company in the ordinary course of business, (y) incurred by any Subsidiary of the Company under the Credit Agreement, or (z) with respect to surety, appeal and performance bonds and Performance Letters of Credit obtained by the Company or any Subsidiary in the ordinary course of business; and (iv) Contingent Obligations of the Subsidiary Guarantors under the Subsidiary Guaranty; and (i) Indebtedness of a Subsidiary not otherwise permitted by the preceding clauses (a) through (g), provided that immediately before and after giving effect to the incurrence thereof and to the application of the proceeds thereof, (i) no Default or Event of Default exists, and (ii) the aggregate amount of all Indebtedness incurred pursuant to this Section 7.11(h) does not exceed 20% of Consolidated Net Worth.

  • Domestic Subsidiaries Where Domestic Subsidiaries of the Borrower which are not Credit Parties hereunder (the "Non-Guarantor Subsidiaries") shall at any time constitute more than (the "Threshold Requirement"): (i) in any instance for any such Non-Guarantor Subsidiary, five percent (5%) of consolidated assets for the Consolidated Group or five percent (5%) of consolidated revenues for the Consolidated Group, or (ii) in the aggregate for all such Non-Guarantor Subsidiaries, ten percent (10%) of consolidated assets for the Consolidated Group or ten percent (10%) of consolidated revenues for the Consolidated Group, then the Borrower shall (i) promptly notify the Administrative Agent thereof, and promptly cause such Domestic Subsidiary or Subsidiaries to become a Guarantor by execution of a Joinder Agreement, such that immediately after joinder as a Guarantor, the remaining Non-Guarantor Subsidiaries shall not in any instance, or collectively, exceed the Threshold Requirement, (ii) deliver with the Joinder Agreement, supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request, and (iii) deliver stock certificates and related pledge agreements or pledge joinder agreements evidencing the pledge of 100% of the Voting Stock of all Domestic Subsidiaries (whether or not they are Guarantors) and 65% of the Voting Stock of all Foreign Subsidiaries, together with undated stock transfer powers executed in blank.

  • Intercompany Indebtedness The Company shall not create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness arising from loans from any Subsidiary to the Company unless (a) such Indebtedness is unsecured and (b) such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent.

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