Restrictions on Financial Indebtedness. (a) Each Obligor (other than UPC Distribution Holdco) will not, and will procure that no other member of the Borrower Group (other than a Relevant Eastern European Subsidiary) will, create, incur or otherwise permit to be outstanding any Financial Indebtedness (other than Permitted Financial Indebtedness).
(b) As used herein, Permitted Financial Indebtedness means, without duplication:
(i) any Financial Indebtedness arising hereunder or under the Security Documents;
(ii) any Financial Indebtedness arising under the New Facility Agreement, provided that, in the case of any Financial Indebtedness arising under the Additional Facility:
(A) the final maturity date of any such Financial Indebtedness does not fall prior to the final maturity date of the Facility D; and
(B) the proceeds of the Additional Facility are applied:
I. in permanent prepayment and cancellation of the Facilities in accordance with Clause 7.3 (Voluntary prepayment) or in permanent prepayment of the Facility D in accordance with clause 7.3 (Voluntary prepayment) of the New Facility Agreement; or
II. to fund an Additional Permitted Acquisition.
(iii) any Financial Indebtedness or guarantees permitted pursuant to Clause 16.14 (Loans and guarantees);
(iv) any Financial Indebtedness incurred through a Subordinated Shareholder Loan made to any member of the Borrower Group;
(v) any Financial Indebtedness of any member of the Borrower Group arising as a result of the issue by it or a financial institution of a surety or performance bond in relation to the performance by such member of the Borrower Group or its obligations under contracts entered into in the ordinary course of its business (other than for the purpose of raising finance);
(vi) any Financial Indebtedness approved in writing by the Facility Agent (acting on the instructions of the Majority Lenders);
(vii) any Financial Indebtedness incurred in connection with the Senior Hedging Agreements and any other hedging arrangements permitted by Clause 16.17 (Hedging);
(viii) any deposits or prepayments constituting Financial Indebtedness received by any member of the Borrower Group from a customer or subscriber for its services;
(ix) any Financial Indebtedness owing by any member of the Borrower Group being Management Fees or management, consultancy or similar fees payable to another member of the Borrower Group in respect of which payment has been deferred;
(x) any Financial Indebtedness being Permitted Payments in respect of which payment ha...
Restrictions on Financial Indebtedness. (a) The Company shall ensure that no other member of the Group (other than an Obligor) will incur (or agree to incur) or have outstanding any Financial Indebtedness.
(b) Paragraph (a) above does not apply to:
(i) Financial Indebtedness to another member of the Group;
(ii) Non Recourse Project Finance Debt; LD857960/50
(iii) Project Finance Debt (other than Non Recourse Project Finance Debt) the aggregate outstanding principal amount of which does not exceed $1,000,000,000 (or its equivalent in any other currency or currencies);
(iv) Financial Indebtedness in respect of bonds issued by any financing vehicle which is a direct Subsidiary of the Parent or the Company but not a Subsidiary of any other member of the Group provided such financing vehicle does not have any Subsidiaries;
(v) Financial Indebtedness under Permitted Indemnities;
(vi) in respect of a Subsidiary which becomes a member of the Group after the date of this Agreement, Financial Indebtedness of that Subsidiary at the time of its acquisition for a period of 6 Months following its acquisition other than any such Financial Indebtedness which the Company does not (in good faith) intend to repay within such 6 Month period; or
(vii) Financial Indebtedness not falling within sub-paragraphs (i) to (vi) above, the aggregate outstanding principal amount of which (when taken together with any other Financial Indebtedness secured under Clause 22.4(d)(viii)) does not exceed 7.5 per cent. of Total Assets (or its equivalent in any other currency or currencies).
(c) The Company and each Swiss Obligor shall ensure that no Swiss Borrower has interest bearing Financial Indebtedness payable (whether directly or indirectly) to:
(i) more than 10 Non-Banks in respect of this Facility Agreement; or
(ii) more than 20 Non-Banks (including, for the avoidance of doubt, any lenders which are members of the Group) in aggregate for each Swiss Borrower.
Restrictions on Financial Indebtedness. (a) The Company shall ensure that no other member of the Group (other than an Obligor) will incur (or agree to incur) or have outstanding any Financial Indebtedness.
(b) Paragraph (a) above does not apply to:
(i) Financial Indebtedness permitted by Clause 22.7(b);
Restrictions on Financial Indebtedness. (a) Each Obligor (other than UPC Distribution Holdco) will not, and will procure that no other member of the Borrower Group (other than a Relevant Eastern European Subsidiary) will, create, incur or otherwise permit to be outstanding any Financial Indebtedness (other than Permitted Financial Indebtedness).
(b) As used herein, "Permitted Financial Indebtedness" means, without duplication:
Restrictions on Financial Indebtedness a) No Subsidiary of the Company (other than Qiagen North American Holdings, Inc. and Qiagen Deutschland Holding GmbH or a Subsidiary of the Company the sole purpose of which is raising financing for the Group, hereinafter a “Financing Subsidiary”) shall incur or allow to remain outstanding any Financial Indebtedness.
b) Paragraph a) above shall not apply to any Financial Indebtedness:
(i) arising under the Finance Documents;
(ii) arising under any hedging transaction entered into in connection with this Agreement;
(iii) arising between members of the Group;
(iv) arising under loans granted by Preanalytix GmbH (Switzerland) to any member of the Group;
(v) which is Existing Financial Indebtedness provided that any Financial Indebtedness to be refinanced by the Facilities shall be repaid in full in connection with the first Advance under the Facilities;
(vi) incurred with the prior written consent of the Majority Lenders;
(vii) incurred by any member of the Target Group and existing on the Settlement Date; and
(viii) any other Financial Indebtedness incurred by members of the Group (other than the Company, Qiagen North American Holdings, Inc. and Qiagen Deutschland Holding GmbH and any Financing Subsidiary) not exceeding an aggregate amount of USD 25,000,000.
Restrictions on Financial Indebtedness. The Borrower shall ensure that neither it nor any of its Subsidiaries will incur or permit to subsist any Financial Indebtedness, other than:
(a) Financial Indebtedness under the Finance Documents;
(b) Financial Indebtedness under the Existing Bareboat Leases;
(c) Financial Indebtedness under the Drew Credit Facility;
(d) Financial Indebtedness accrued under any minimum hire provisions resulting in pre- paid hire elements under any charters entered into in respect of the Newbuild Vessels;
(e) Financial Indebtedness under any guarantees issued in respect of any obligations under the Shipbuilding Contracts;
(f) Financial Indebtedness accrued as result of delayed funding of costs and expenses incurred in the ordinary course of business vis a vis third party technical managers; and
(g) Financial Indebtedness owed by a Subsidiary to the Borrower.
Restrictions on Financial Indebtedness. No member of the Group shall create, assume, incur, guarantee or otherwise be liable in respect of or have outstanding any Financial Indebtedness other than:
(a) Financial Indebtedness under the Finance Documents;
(b) Subordinated Shareholder Debt;
(c) Financial Indebtedness not exceeding CZK300,000,000 in aggregate under unsecured overdraft and other working capital facilities of the Group;
(d) Financial Indebtedness under the High Yield Issue and any Further High Yield Issue (and under any guarantees of such issues guaranteed by the Guarantors);
(e) Financial Indebtedness under any Senior Subordinated Notes, Senior Subordinated Notes Guarantee or Senior Subordinated Notes Funding Loan Agreement;
(f) Financial Indebtedness owing to any regulatory or governmental authorities under the Licences, provided that the claims of such authorities in respect of such Financial Indebtedness rank behind the secured claims of the Finance Parties under the Finance Documents;
(g) Financial Indebtedness constituted by workers' compensation or social security claims; and
(h) other Financial Indebtedness in a maximum amount for the Group not exceeding at any time an aggregate Koruna Amount of CZK300,000,000 or its equivalent.
Restrictions on Financial Indebtedness. It will ensure that the aggregate Financial Indebtedness of the Group will not, at any time, exceed US$1,200,000,000 (or its equivalent in other currencies). For this purpose:
Restrictions on Financial Indebtedness. (a) Each Obligor will not, and the Parent will procure that no other member of the Bank Group will, create, incur or otherwise permit to be outstanding any Financial Indebtedness (other than Permitted Financial Indebtedness).
(b) As used herein, “Permitted Financial Indebtedness” means, without duplication:
Restrictions on Financial Indebtedness. (a) The Issuer shall ensure that its Subsidiaries do not incur, create or permit to subsist any financial indebtedness for which the principal debt in aggregate exceeds 40% (reduced by any use of the 40% allowance under Clause 3.5.1 (Negative Pledge)) of the Issuer's Consolidated Total Assets.
(b) The foregoing shall not restrict or prevent:
(i) that financial indebtedness in connection with such security allowed pursuant to Clause 3.5.1 (i) (A)-(C) can be incurred and permitted to subsist; and
(ii) Part-owned Subsidiaries from freely assuming any financial indebtedness.
