Revolver Payment Priority Principles Sample Clauses

Revolver Payment Priority Principles. (a) Notwithstanding anything to the contrary herein or in any other Loan Document, without the prior written consent of the Required Revolving Lenders (and, solely with respect to Sections 1.11(a)(i) and (c), the Required Term Lenders): (i) the Revolving Facility may not at any time exceed $100,000,000 (even if the other provisions of this Agreement would permit a larger Revolving Facility at such time and, for the avoidance of doubt, subject to Section 2.17(a)), (ii) no Loan Party may incur any Indebtedness that is secured by Liens on any Collateral unless, with respect to such Indebtedness, the Revolver Payment Priority Principles are satisfied, (iii) no party hereto may enter into any Incremental Amendment, any Extension Amendment or any other amendment or instrument modifying this Agreement or any other Loan Document that is inconsistent with the Revolver Payment Priority Principles, (iv) if, prior to any Exercise of Remedies, a Revolver Payment Priority Trigger Event has occurred and is continuing and any Revolving Exposure is then outstanding, Holdings, any direct or indirect parent company of Holdings and any direct or indirect Subsidiary of any such parent company may not, directly or indirectly, voluntarily prepay any Term Loans or purchase or otherwise acquire by any means any Term Loans; provided, however, that this clause (iv) shall not limit any such prepayment, purchase or acquisition with the proceeds of Refinancing Indebtedness (or with such Refinancing Indebtedness) or Indebtedness incurred pursuant to any Extension Amendment, Incremental Amendment or other similar amendment the proceeds of which are (or the applicable Indebtedness is) used to prepay, purchase or acquire such Term Loans, (v) the earliest Maturity Date applicable to any Term Loan shall be no earlier than ninety-one (91) days after the Revolving Maturity Date (as in effect on the Fifteenth Amendment Effective Date) and (vi) except as otherwise set forth herein on the Fifteenth Amendment Effective Date, the schedule of amortization payments applicable to any Term Loan shall not be amended in any way to increase any amortization payment applicable to such Term Loan.
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Related to Revolver Payment Priority Principles

  • Amendments and Waivers (a) If the ICANN Board of Directors determines that an amendment to this Agreement (including to the Specifications referred to herein) and all other registry agreements between ICANN and the Applicable Registry Operators (the “Applicable Registry Agreements”) is desirable (each, a “Special Amendment”), ICANN may adopt a Special Amendment pursuant to the requirements of and process set forth in this Section 7.6; provided that a Special Amendment may not be a Restricted Amendment.

  • Governing Law and Jurisdiction 39.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

  • Liens Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

  • Further Assurances Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

  • NEGATIVE COVENANTS Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

  • Applicable Law This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

  • AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to:

  • Solvency Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(aa) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

  • Parental Leave (a) An employee who becomes a parent, and who has been employed for at least thirteen (13) weeks immediately preceding the date of the birth of child or the date the child first came into care or custody of the employee, shall be entitled to parental leave.

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