Common use of Subordination of Intercompany Debt Clause in Contracts

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent.

Appears in 5 contracts

Samples: Credit Agreement (Accuro Healthcare Solutions, Inc.), Credit Agreement (Vertis Inc), Possession Credit Agreement (Vertis Inc)

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Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, "Intercompany Debt"), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent.

Appears in 4 contracts

Samples: Credit Agreement (Osullivan Industries Holdings Inc), Credit Agreement (Osullivan Industries Inc), Credit Agreement (Penhall International Corp)

Subordination of Intercompany Debt. (a) Each Credit Loan Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Loan Party by any other Credit Loan Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Loan Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent.

Appears in 4 contracts

Samples: Credit Agreement (Addus HomeCare Corp), Credit Agreement (Addus HomeCare Corp), Credit Agreement (Addus HomeCare Corp)

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”"INTERCOMPANY DEBT"), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent.

Appears in 4 contracts

Samples: Credit Agreement (RadNet, Inc.), Credit Agreement (RadNet, Inc.), Credit Agreement (Primedex Health Systems Inc)

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Applicable Agent.

Appears in 4 contracts

Samples: Credit Agreement (Exopack Holding Corp), Credit Agreement (Exopack Holding Corp), Credit Agreement (Exopack Holding Corp)

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any Any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such any Credit Party by any other Credit Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each No Credit Party hereby agrees that it will notwill, while any Event of Default under Section 6.1(a), (f), or (g) is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of the Agent.

Appears in 2 contracts

Samples: Credit Agreement (TNS Inc), Credit Agreement (TNS Inc)

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Maturity Date, in each case, except with the prior written consent of Agent.

Appears in 1 contract

Samples: Second Lien Term Loan Agreement (Penhall International Corp)

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default under Section 6.1(a), (f), or (g) is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent.

Appears in 1 contract

Samples: Credit Agreement (TNS Inc)

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Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will notthat, while any Event of Default is continuing, to the extent so directed in writing by Agent, such Credit Party will not accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent.

Appears in 1 contract

Samples: Credit Agreement (Southern Construction Products Inc)

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default under Section 8.1(a), (f), or (g) is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent.

Appears in 1 contract

Samples: Credit Agreement (TNS Inc)

Subordination of Intercompany Debt. (aA) Each Credit Loan Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Loan Party by any other Credit Loan Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Loan Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent.

Appears in 1 contract

Samples: Loan Agreement (ReFinance America, LTD)

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default under Section 6.1(a), (f), or (g) is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agentthe Co-Administrative Agents.

Appears in 1 contract

Samples: Credit Agreement (TNS Inc)

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