Common use of Subordination of Intercompany Indebtedness, Receivables and Advances Clause in Contracts

Subordination of Intercompany Indebtedness, Receivables and Advances. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany receivables or intercompany advances of any other Credit Party, directly or indirectly, in favor of such Credit Party of whatever nature at any time outstanding shall be completely subordinate in right of payment to the prior payment in full of the Obligations, and that no payment on any such Indebtedness, receivable or advance shall be made (i) except intercompany receivables and intercompany advances permitted pursuant to the terms hereof may be repaid and intercompany Indebtedness permitted pursuant to the terms hereof may be repaid, in each case so long as no Default or Event of Default, shall have occurred and be continuing and (ii) except as specifically consented to by all the Lenders in writing, until the prior payment in full of all the Obligations and termination of the Commitments.

Appears in 4 contracts

Samples: Guaranty and Pledge Agreement (Lions Gate Entertainment Corp /Cn/), Guaranty and Pledge Agreement (Lions Gate Entertainment Corp /Cn/), Guaranty and Pledge Agreement (Lions Gate Entertainment Corp /Cn/)

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Subordination of Intercompany Indebtedness, Receivables and Advances. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany receivables or intercompany advances of any other Credit Party, directly or indirectly, in favor of such Credit Party of whatever nature at any time outstanding shall be completely subordinate in right of payment to the prior payment in full of the Obligations, and that no payment on any such Indebtedness, receivable or advance shall be made (i) except intercompany receivables and intercompany advances permitted pursuant to the terms hereof may be repaid and intercompany Indebtedness permitted pursuant to the terms hereof may be repaid, in each case so long as no Default or Event of Default, Default shall have occurred and be continuing continuing, and (ii) except as specifically consented to by all the Lenders in writing, until the prior payment in full of all the Obligations and termination of the Commitments.

Appears in 3 contracts

Samples: Credit, Security, Guaranty and Pledge Agreement (Idt Corp), Credit, Security, Guaranty and Pledge Agreement (Idt Corp), Credit, Security, Guaranty and Pledge Agreement (RHI Entertainment, Inc.)

Subordination of Intercompany Indebtedness, Receivables and Advances. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany receivables or intercompany advances of any other Credit Party, directly or indirectly, in favor of such Credit Party of whatever nature at any time outstanding shall be completely subordinate in right of payment to the prior indefeasible payment in full of the Obligations, and that no payment on any such Indebtedness, receivable or advance shall be made until the prior indefeasible payment in full of all the Obligations, termination of the Commitments and the expiration and/or termination of all Letters of Credit (or the cash collateralization of the outstanding Letters of Credit in an amount equal to 105% of the then current L/C Exposure) (i) except intercompany receivables and intercompany advances permitted pursuant to the terms hereof may be repaid and intercompany Indebtedness permitted pursuant to the terms hereof may be repaid, in each case so long as no Default or Event of Default, shall have occurred and be continuing and (ii) except as specifically consented to by all the Administrative Agent and the Required Lenders in writing, until the prior payment in full of all the Obligations and termination of the Commitments.

Appears in 2 contracts

Samples: Guaranty and Pledge Agreement (Genesis Health Ventures Inc /Pa), Guaranty and Pledge Agreement (Guilford Mills Inc)

Subordination of Intercompany Indebtedness, Receivables and Advances. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany receivables or intercompany advances of any other Credit Party, directly or indirectly, in favor of such Credit Party of whatever nature at any time outstanding shall be completely subordinate in right of payment to the prior payment in full of the Obligations, and that no payment on any such Indebtedness, receivable or advance shall be made (i) except intercompany receivables and intercompany advances permitted pursuant to the terms hereof may be repaid and intercompany Indebtedness permitted pursuant to the terms hereof may be repaid, in each case so long as no Default or Event of Default, Default shall have occurred and be continuing continuing, and (ii) except as specifically consented to by all the Lenders in writing, until the prior payment in full of all the Obligations and termination of the CommitmentsObligations.

Appears in 2 contracts

Samples: Credit, Security, Guaranty and Pledge Agreement (RHI Entertainment, Inc.), Credit, Security, Guaranty and Pledge Agreement (RHI Entertainment, Inc.)

Subordination of Intercompany Indebtedness, Receivables and Advances. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany receivables or intercompany advances of any other Credit Party, directly or indirectly, indirectly in favor of such Credit Party of whatever nature at any time outstanding shall be completely subordinate in right of payment to the prior payment in full of the Obligations, and that no payment on any such Indebtedness, receivable or advance shall be made (i) except that intercompany receivables and intercompany advances permitted pursuant to the terms hereof may be repaid and intercompany Indebtedness permitted pursuant to the terms hereof may be repaid, in each case so long as no Default or Event of Default, Default shall have occurred and be continuing and (ii) except as specifically consented to by all the Lenders in writing, until the prior payment in full of all the Obligations Obligations, expiration or other termination of all outstanding Letters of Credit and termination of the Commitments.

Appears in 2 contracts

Samples: Credit, Security, Guaranty and Pledge Agreement (Crown Media Holdings Inc), Guaranty and Pledge Agreement (Crown Media Holdings Inc)

Subordination of Intercompany Indebtedness, Receivables and Advances. (a) Each Credit Transaction Party hereby agrees that any intercompany Indebtedness or other intercompany receivables or intercompany advances of any other Credit Transaction Party, directly or indirectly, in favor of such Credit Transaction Party of whatever nature at any time outstanding shall be completely subordinate in right of payment to the prior indefeasible payment in full of the Obligations, and that no payment on any such Indebtedness, receivable or advance shall be made until the prior indefeasible payment in full of all the Obligations and the termination of the Commitments (i) except intercompany receivables and intercompany advances permitted pursuant to the terms hereof may be repaid and intercompany Indebtedness permitted pursuant to the terms hereof may be repaid, in each case so long as no Default or Event of Default, shall have occurred and be continuing and (ii) except as specifically consented to by all the Administrative Agent and the Required Lenders in writing, until the prior payment in full of all the Obligations and termination of the Commitments.

Appears in 2 contracts

Samples: Credit, Guaranty, Security and Pledge Agreement (Gci Inc), Security and Pledge Agreement (Gci Inc)

Subordination of Intercompany Indebtedness, Receivables and Advances. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany receivables or intercompany advances of any other Credit Party, directly or indirectly, in favor of such Credit Party of whatever nature at any time outstanding shall be completely subordinate in right of payment to the prior payment in full of the its Obligations, and that no payment on any such Indebtedness, receivable or advance shall be made (i) except intercompany receivables and intercompany advances permitted pursuant to the terms hereof may be repaid and intercompany Indebtedness permitted pursuant to the terms hereof may be repaid, in each case so long as no Default or Event of Default, shall have occurred and be continuing and (ii) except as specifically consented to by all the Lenders in writing, until the prior payment in full of all the Obligations of each of the Credit Parties and termination of the Commitments.

Appears in 1 contract

Samples: Guaranty and Pledge Agreement (Lions Gate Entertainment Corp /Cn/)

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Subordination of Intercompany Indebtedness, Receivables and Advances. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany receivables or intercompany advances of any other Credit Party, directly or indirectly, in favor of such Credit Party of whatever nature at any time outstanding shall be completely subordinate in right of payment to the prior payment in full of the Obligations, and that no payment on any such Indebtedness, receivable or advance shall be made (i) except intercompany receivables and intercompany advances permitted pursuant to the terms hereof may be repaid and intercompany Indebtedness permitted pursuant to the terms hereof may be repaid, in each case so long as no Default or Event of Default, shall have occurred and be continuing and (ii) except as specifically consented to by all the Agents and the Required Lenders in writing, until the prior payment in full of all the Obligations and Obligations, termination of the CommitmentsRevolving Credit Commitments and the expiration and/or termination of all Letters of Credit (or the cash collateralization of the outstanding Letters of Credit in an amount equal to 102% of the then current L/C Exposure).

Appears in 1 contract

Samples: Guaranty and Pledge Agreement (Ventas Inc)

Subordination of Intercompany Indebtedness, Receivables and Advances. (a) Each Credit Party hereby agrees that any intercompany Indebtedness Debt or other intercompany receivables or intercompany advances of any other Credit Party, directly or indirectly, in favor of such Credit Party of whatever nature at any time outstanding shall be completely subordinate in right of payment to the prior indefeasible payment in full of the Secured Obligations, and that no payment on any such IndebtednessDebt, receivable or advance shall be made until the prior indefeasible payment in full of all the Secured Obligations (i) except intercompany receivables and intercompany advances permitted pursuant to the terms hereof may be repaid and intercompany Indebtedness Debt permitted pursuant to the terms hereof may be repaid, in each case so long as no Default or Event of Default, shall have occurred and be continuing and or (ii) except as specifically consented to by all the Lenders Required Holders in writing, until the prior payment in full of all the Obligations and termination of the Commitments.

Appears in 1 contract

Samples: Security and Pledge Agreement (Guilford Mills Inc)

Subordination of Intercompany Indebtedness, Receivables and Advances. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany receivables or intercompany advances of any other Credit Party, directly or indirectly, in favor of such Credit Party of whatever nature at any time outstanding shall be completely subordinate in right of payment to the prior payment in full of the Obligations, and that no payment on any such Indebtedness, receivable or advance shall be made (i) except intercompany receivables and intercompany advances permitted pursuant to the terms hereof may be repaid and intercompany Indebtedness permitted pursuant to the terms hereof may be repaid, in each case so long as no Default or Event of Default, shall have occurred and be continuing and (ii) except as specifically consented to by all the Group Lenders in writing, until the prior payment in full of all the Obligations and termination of the Commitments.

Appears in 1 contract

Samples: Guaranty and Pledge Agreement (Lions Gate Entertainment Corp /Cn/)

Subordination of Intercompany Indebtedness, Receivables and Advances. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany receivables or intercompany advances of any other Credit Party, directly or indirectly, in favor of such Credit Party of whatever nature at any time outstanding shall be completely subordinate in right of payment to the prior payment in full of the Obligations, and that no payment on any such Indebtedness, receivable or advance shall be made (i) except intercompany receivables and intercompany advances permitted pursuant to not prohibited under the terms hereof may be repaid and intercompany Indebtedness permitted pursuant to not prohibited under the terms hereof may be repaid, in each case so long as no Default or Event of Default, Default shall have occurred and be continuing and (iicontinuing) except as unless specifically consented to by all the Administrative Agent and the Required Lenders in writing, until the prior payment in full of all the Obligations and Obligations, termination of the CommitmentsCommitments and the expiration and/or termination of all Letters of Credit (or the cash collateralization of the outstanding Letters of Credit in an amount equal to 102% of the then current LOC Obligations).

Appears in 1 contract

Samples: Agreement (Ventas Inc)

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