Common use of Restriction on Incurrence of Indebtedness Clause in Contracts

Restriction on Incurrence of Indebtedness. (a) No Borrower will (and no Borrower will permit any of its Subsidiaries to) create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Indebtedness, other than the following: (i) Any Indebtedness arising in respect of the Credit Extensions; (ii) Indebtedness existing as of July 2, 2011, or incurred pursuant to commitments or lines of credit in effect as of July 2, 2011, (or any renewal or replacement thereof, so long as such renewals or replacements do not increase the amount of such Indebtedness or such commitments or lines of credit), in any case identified in Item 8.2.1(a)(ii) (Ongoing Indebtedness) of the Disclosure Schedule; and (iii) additional Indebtedness if after giving effect to the incurrence thereof the Borrowers are in compliance with Section 8.2.3, calculated as of the date of the incurrence of such additional Indebtedness, on a pro forma basis; provided that, notwithstanding the foregoing, Coordination Center shall not, at any time, create, incur, assume or suffer to exist or otherwise become liable in respect of any Indebtedness that is senior in right of payment to its Obligations hereunder. (b) Micro will not at the end of any Fiscal Period permit (i) Total Indebtedness of Subsidiaries (other than Indebtedness of any Guarantor under any Loan Document and Indebtedness constituting Acquired Existing Debt and Liens) to exceed 10% of Consolidated Tangible Assets, or (ii) Section 8.2.2(m) to be violated.

Appears in 3 contracts

Samples: Credit Agreement (Ingram Micro Inc), Credit Agreement (Ingram Micro Inc), Credit Agreement (Ingram Micro Inc)

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Restriction on Incurrence of Indebtedness. (a) No Borrower will (and no Borrower will permit any of its Subsidiaries to) create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Indebtedness, other than the following: (i) Any Indebtedness arising in respect of the Credit Extensions; (ii) Indebtedness existing as of July 2, 2011, the date hereof or incurred pursuant to commitments or lines of credit in effect as of July 2, 2011, on the date hereof (or any renewal or replacement thereof, so long as such renewals or replacements do not increase the amount of such Indebtedness or such commitments or lines of credit), in any case identified in Item 8.2.1(a)(ii) (Ongoing Indebtedness) of the Disclosure Schedule; and (iii) additional Indebtedness if after giving effect to the incurrence thereof the Borrowers are in compliance with Section 8.2.3, calculated as of the date of the incurrence of such additional Indebtedness, on a pro forma basis; provided that, notwithstanding the foregoing, Coordination Center shall not, at any time, create, incur, assume or suffer to exist or otherwise become liable in respect of any Indebtedness that is senior in right of payment to its Obligations hereunder. (b) Micro will not at the end of any Fiscal Period permit the sum of (i) Total Indebtedness of Subsidiaries (other than Indebtedness any Guarantor) and (ii) the Amount of any Guarantor under any Loan Document and Indebtedness constituting Acquired Existing Debt and Liens) Additional Liens to exceed 10% fifteen percent (15%) of Consolidated Tangible Assets, or (ii) Section 8.2.2(m) to be violatedNet Worth.

Appears in 2 contracts

Samples: Credit Agreement (Ingram Micro Inc), Credit Agreement (Ingram Micro Inc)

Restriction on Incurrence of Indebtedness. (a) No Borrower will (and no Borrower will permit any of its Subsidiaries to) create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Indebtedness, other than the following: (i) Any Indebtedness arising in respect of the Credit Extensions; (ii) Indebtedness existing as of July 2September 28, 20112002, or incurred pursuant to commitments or lines of credit in effect as of July 2September 28, 20112002, (or any renewal or replacement thereof, so long as such renewals or replacements do not increase the amount of such Indebtedness or such commitments or lines of credit), in any case identified in Item 8.2.1(a)(ii) (Ongoing Indebtedness) of the Disclosure Schedule; and (iii) additional Indebtedness if after giving effect to the incurrence thereof the Borrowers are in compliance with Section 8.2.3, calculated as of the date of the incurrence of such additional Indebtedness, on a pro forma basis; provided that, notwithstanding the foregoing, Coordination Center shall not, at any time, create, incur, assume or suffer to exist or otherwise become liable in respect of any Indebtedness that is senior in right of payment to its Obligations hereunder. (b) Micro will not at the end of any Fiscal Period permit (i) Total Indebtedness of Subsidiaries (other than Indebtedness of any Guarantor under any Loan Document and Indebtedness constituting Acquired Existing Debt and Liens) to exceed 1020% of Consolidated Tangible AssetsNet Worth, or (ii) Section 8.2.2(m) to be violated.

Appears in 1 contract

Samples: Credit Agreement (Ingram Micro Inc)

Restriction on Incurrence of Indebtedness. (a) No Borrower will (and no Borrower will permit any of its Subsidiaries to) create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Indebtedness, other than the following: (i) Any Indebtedness arising in respect of the Credit Extensions; (ii) Indebtedness existing as of July 2March 31, 20112007, or incurred pursuant to commitments or lines of credit in effect as of July 2March 31, 20112007, (or any renewal or replacement thereof, so long as such renewals or replacements do not increase the amount of such Indebtedness or such commitments or lines of credit), in any case identified in Item 8.2.1(a)(ii) (Ongoing Indebtedness) of the Disclosure Schedule; and (iii) additional Indebtedness if after giving effect to the incurrence thereof the Borrowers are in compliance with Section 8.2.3, calculated as of the date of the incurrence of such additional Indebtedness, on a pro forma basis; provided that, notwithstanding the foregoing, Coordination Center shall not, at any time, create, incur, assume or suffer to exist or otherwise become liable in respect of any Indebtedness that is senior in right of payment to its Obligations hereunder. (b) Micro will not at the end of any Fiscal Period permit (i) Total Indebtedness of Subsidiaries (other than Indebtedness of any Guarantor under any Loan Document and Indebtedness constituting Acquired Existing Debt and Liens) to exceed 10% of Consolidated Tangible Assets, or (ii) Section 8.2.2(m) to be violated.

Appears in 1 contract

Samples: Credit Agreement (Ingram Micro Inc)

Restriction on Incurrence of Indebtedness. (a) No Borrower will (and no Borrower will permit any of its Subsidiaries to) create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Indebtedness, other than the following: (i) Any Indebtedness arising in respect of the Credit Extensions; (ii) Indebtedness existing as of July April 2, 20112005, or incurred pursuant to commitments or lines of credit in effect as of July April 2, 20112005, (or any renewal or replacement thereof, so long as such renewals or replacements do not increase the amount of such Indebtedness or such commitments or lines of credit), in any case identified in Item 8.2.1(a)(ii) (Ongoing Indebtedness) of the Disclosure Schedule; and (iii) additional Indebtedness if after giving effect to the incurrence thereof the Borrowers are in compliance with Section 8.2.3, calculated as of the date of the incurrence of such additional Indebtedness, on a pro forma basis; provided that, notwithstanding the foregoing, Coordination Center shall not, at any time, create, incur, assume or suffer to exist or otherwise become liable in respect of any Indebtedness that is senior in right of payment to its Obligations hereunder. (b) Micro will not at the end of any Fiscal Period permit (i) Total Indebtedness of Subsidiaries (other than Indebtedness of any Guarantor under any Loan Document and Indebtedness constituting Acquired Existing Debt and Liens) to exceed 10% of Consolidated Tangible Assets, or (ii) Section 8.2.2(m) to be violated.

Appears in 1 contract

Samples: Credit Agreement (Ingram Micro Inc)

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Restriction on Incurrence of Indebtedness. (a) No The Borrower will not (and no Borrower will not permit any of its Subsidiaries to) create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Indebtedness, other than the following: (i) Any Indebtedness arising in respect of the Credit ExtensionsLoans; (ii) Indebtedness existing as of July 2March 29, 20112008, or incurred pursuant to commitments or lines of credit in effect as of July 2March 29, 20112008 (including, without limitation, the Existing Credit Agreement), (or any renewal or replacement thereof, so long as such renewals or replacements do not increase the amount of such Indebtedness or such commitments or lines of credit), in any case identified in Item 8.2.1(a)(ii) (Ongoing Indebtedness) of the Disclosure Schedule; and (iii) additional Indebtedness if after giving effect to the incurrence thereof the Borrowers are Borrower is in compliance with Section 8.2.3, calculated as of the date of the incurrence of such additional Indebtedness, on a pro forma basis; provided that, notwithstanding the foregoing, Coordination Center shall not, at any time, create, incur, assume or suffer to exist or otherwise become liable in respect of any Indebtedness that is senior in right of payment to its Obligations hereunder. (b) Micro The Borrower will not at the end of any Fiscal Period permit (i) Total Indebtedness of Subsidiaries (other than Indebtedness of any Guarantor under any Loan Document Document, Indebtedness of any Subsidiary of the Borrower in respect of the Existing Credit Agreement and Indebtedness constituting Acquired Existing Debt and Liens) to exceed 10% of Consolidated Tangible Assets, or (ii) Section 8.2.2(m) to be violated.

Appears in 1 contract

Samples: Credit Agreement (Ingram Micro Inc)

Restriction on Incurrence of Indebtedness. (a) No Borrower will (and no Borrower will permit any of its Subsidiaries to) create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Indebtedness, other than the following: (i) Any Indebtedness arising in respect of the Credit Extensions; (ii) Indebtedness existing as of July 2, 2011, or incurred pursuant to commitments or lines of credit in effect as of July 2, 2011, (or any renewal or replacement thereof, so long as such renewals or replacements do not increase the amount of such Indebtedness or such commitments or lines of credit), in any case identified in Item 8.2.1(a)(ii) (Ongoing Indebtedness) of the Disclosure Schedule; and (iii) additional Indebtedness if after giving effect to the incurrence thereof the Borrowers are in compliance with Section 8.2.3, calculated as of the date of the incurrence of such additional Indebtedness, on a pro forma basis; provided that, notwithstanding the foregoing, Coordination Center shall not, at any time, create, incur, assume or suffer to exist or otherwise become liable in respect of any Indebtedness that is senior in right of payment to its Obligations hereunder. (b) Micro will not at the end of any Fiscal Period permit (i) Total Indebtedness of Subsidiaries (other than Indebtedness of any Guarantor under any Loan Document and Indebtedness constituting Acquired Existing Debt and Liens) to exceed 10% of Consolidated Tangible Assets, or (ii) Section 8.2.2(m) to be violated. (c) Any Indebtedness of Micro or any other Loan Party owing to the Parent or any direct or indirect shareholders of the Parent or any other Relevant Parent Entity shall be subordinated in right of payment to the payment in full of all of the Obligations and the termination of the Commitments hereunder on customary terms and conditions, or such other terms and conditions acceptable to Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Ingram Micro Inc)

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