Subsidiary Indebtedness. Borrower will not permit any of its Subsidiaries to contract, create, incur, assume or permit to exist any Indebtedness, other than: (a) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business; (b) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdings; (c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; (d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (e) Indebtedness existing on the Closing Date; (f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty; (g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business; (h) Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds; (i) any other Indebtedness in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding; (j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and (k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacement.
Appears in 1 contract
Subsidiary Indebtedness. Borrower will not After the Guaranty Release Date, permit any of its Subsidiaries Subsidiary to contract, create, incur, assume or permit suffer to exist any Indebtedness, other thanexcept:
(a) Indebtedness under the Loan Documents;
(b) Indebtedness issued to the Borrower or any other Subsidiary;
(c) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including Capital Lease Obligations), and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement;
(d) Indebtedness of any Subsidiary incurred in respect connection with the issuance of current accounts payable and accrued expenses incurred any surety bonds, letters of credit or other similar bonds in the ordinary course of business;
(be) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdingsthe Subsidiaries arising in connection with the Permitted Receivables Programs;
(cf) purchase money Indebtedness Synthetic Lease Obligations of any Subsidiary incurred to finance the acquisition, construction, construction or improvement, improvement of any fixed or capital lease of assets (including equipment) or property; provided that (i) acquired by such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior Subsidiary subsequent to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty;
(g) any Guarantee provided by any Subsidiary to support Indebtedness under documentary credits issued in connection with of Holdings, the purchase of goods in Borrower or any other Subsidiary; provided that any such Subsidiary shall also be a Guarantor hereunder (whether or not the ordinary course of business;Guaranty Release Date has occurred); and
(h) Indebtedness (i) under unsecured overdraft lines Indebtedness, other than pursuant to the foregoing provisions of credit or for working capital purposes this Section 8.03, in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(i) any other Indebtedness in a principal an aggregate amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding;
, together with (jbut without duplication of) the aggregate amount of Indebtedness not otherwise secured by Liens permitted under any other clause of this by Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and
(k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements8.01(v), in whole or in part, not to exceed 5% of the Indebtedness permitted above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacementConsolidated Total Assets.
Appears in 1 contract
Subsidiary Indebtedness. Borrower The Company will not permit any of its Subsidiaries Subsidiary, other than any Subsidiary Guarantor, to contract, create, incur, assume incur or permit suffer to exist any Indebtedness, other thanexcept:
(a) the Loans.
(b) Indebtedness (other than Securitization Obligations) outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement.
(c) Indebtedness of any Subsidiary to the Company or any other Subsidiary.
(d) (i) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) secured Indebtedness, including Finance Lease Obligations, the Liens with respect to which are permitted by Section 6.9(f).
(e) any refunding or refinancing of current accounts payable any Indebtedness referred to in clauses (a) through (d) above and accrued expenses incurred clauses (f), (m) and (o) below; provided that any such refunding or refinancing of Indebtedness referred to in such clauses (a) through (d) above and clauses (f), (m) and (o) below does not increase the principal amount thereof.
(f) Securitization Obligations of special-purpose finance Subsidiaries; provided that no Person has recourse against the Company, any Subsidiary Borrower or any Significant Subsidiary for such Securitization Obligations other than recourse related to Standard Securitization Undertakings.
(g) Indebtedness arising from (i) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;
(b) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdings;
(c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty;
(g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person financial institution of a check, draft or similar instrument inadvertently drawing (except in the case of daylight overdrafts) drawn against insufficient funds;funds in the ordinary course of business.
(h) Indebtedness arising from guarantees of loans and advances by third parties to employees, directors and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000.
(i) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar deferred obligations (including earnouts) or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary or otherwise in the ordinary course of business (including in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness in a principal amount not with respect to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding;reimbursement-type obligations regarding workers’ compensation claims).
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; andarising from Rate Hedging Obligations.
(k) extensionsContingent Obligations (to the extent permitted by Section 6.11 and without duplication).
(l) Indebtedness outstanding under investment grade commercial paper programs.
(m) additional Indebtedness; provided that, refinancingsat the time of the creation, renewals incurrence or replacements assumption of such other Indebtedness and after giving effect thereto, the aggregate amount of all such additional Indebtedness of the Subsidiaries does not exceed an amount equal to 3.0% of Consolidated Total Assets at such time.
(or successive extensionsn) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business.
(o) Indebtedness under the Existing Revolving Loan Documents.
(p) Indebtedness in respect of treasury and/or cash management services, refinancingsoverdrafts, renewalsnetting services, or replacements)automatic clearing house arrangements, credit, debit and stored value cards, credit card processing services, purchase cards, electronic funds transfer, deposit and other accounts and merchant services, overdraft protections, cash pooling arrangements and similar arrangements, in whole or in parteach case, of the Indebtedness permitted above which, incurred in the case ordinary course of any such extensionbusiness.
(q) The accrual of interest or fees, refinancing, renewal the accretion of accreted value and the payment of interest or replacement, does fees in the form of additional Indebtedness shall not increase the amount be deemed to be an incurrence of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs for purposes of such extension, refinancing, renewal or replacementthis Section 6.10.
Appears in 1 contract
Subsidiary Indebtedness. Borrower will not permit Permit any of its Subsidiaries Subsidiary to contract, create, incur, assume or permit suffer to exist exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, Indebtedness other than:
(a) Indebtedness in respect of current accounts payable and accrued expenses incurred in under the ordinary course of businessLoan Documents;
(b) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of HoldingsIntentionally omitted;
(c) Indebtedness (including renewals, extensions and refinancings thereof so long as the principal amount thereof is not increased) in respect of capital leases, Synthetic Lease Obligations and purchase money Indebtedness to finance the acquisition, construction, or improvement, obligations for fixed or capital lease of assets within the limitations set forth in clause (including equipmenta) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess definition of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses"Purchase Money Liens";
(d) Swap Contracts entered into (i) to hedge interest rate and/or currency risk with respect to Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as pursuant to prudent and reasonable business practices that are consistent with the business practices of other companies similarly situated, (ii) to hedge currency risk with respect to any such payments expected to be received or made pursuant to a performance guarantycontract entered into in the ordinary course of business and pursuant to prudent and reasonable business practices that are consistent with the business practices of other companies similarly situated (iii) to hedge commodity risk with respect to any commodity held, required to be delivered or anticipated to be received in the ordinary course of business and pursuant to prudent and reasonable business practices that are consistent with the business practices of other companies similarly situated or (iv) to hedge shipping, freight or other transportation risk with respect to any obligation to deliver any goods or commodities required to be delivered in the ordinary course of business and pursuant to prudent and reasonable business practices that are consistent with the business practices of other companies similarly situated;
(e) Intentionally omitted;
(f) Indebtedness of a Subsidiary owing to the Company or a Subsidiary; provided such indebtedness has a tenor of less than 365 days;
(g) Indebtedness under documentary credits issued Industrial Development Revenue Bonds at Seaboard Foods, Inc. existing on the Closing Date, in connection with the purchase of goods in the ordinary course of businessan aggregate principal amount not to exceed $35,000,000 at any time;
(h) Indebtedness (i) under unsecured overdraft lines import letters of credit or for working capital purposes (other than Letters of Credit issued hereunder), in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds;an aggregate undrawn face amount not to exceed $40,000,000 at any time; and
(i) any other Indebtedness of Ingenio v Refineria San ▇▇▇▇▇▇ del Tabacal, in a an aggregate principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, $80,000,000 at any one time outstanding;time; and
(j) Indebtedness (including renewals, extensions and refinancings thereof so long as the principal amount thereof is not increased) not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary 7.03; provided, that the aggregate amount of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and
(k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted by this clause (j) shall not at any time, when added together with all Indebtedness outstanding pursuant to clause (c) above whichand all other Priority Indebtedness, in the case exceed 10% of any Consolidated Tangible Net Worth determined at such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacementtime.
Appears in 1 contract
Subsidiary Indebtedness. Borrower The Company will not permit any of its Subsidiaries Subsidiary to contract, create, incur, assume incur or permit suffer to exist any Indebtedness, other thanexcept:
(a) the Loans and the Reimbursement Obligations.
(b) Indebtedness (other than Securitization Obligations) outstanding on the date of this Agreement or incurred pursuant to commitments in respect existence on the date of current accounts payable this Agreement.
(c) Indebtedness of any Subsidiary to the Company or any other Subsidiary.
(d) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and accrued expenses incurred is not created in contemplation of or in connection with such Person becoming a Subsidiary.
(e) any refunding or refinancing of any Indebtedness referred to in clauses (a) through (d) above; provided that any such refunding or refinancing of Indebtedness referred to in clause (b), (c) or (d) does not increase the principal amount thereof.
(f) Securitization Obligations of special-purpose finance Subsidiaries; provided that no Person has recourse against the Company, any Subsidiary Borrower or any Significant Subsidiary for such Securitization Obligations other than recourse related to Standard Securitization Undertakings.
(g) Indebtedness arising from (i) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;
(b) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdings;
(c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty;
(g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person financial institution of a check, draft or similar instrument inadvertently drawing (except in the case of daylight overdrafts) drawn against insufficient funds;funds in the ordinary course of business.
(h) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000.
(i) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, Letters of Credit, surety bonds or performance bonds securing any other Indebtedness obligations of the Company or any of its Subsidiaries incurred or assumed in a principal amount not to exceed ten percent (10%) connection with the disposition of Consolidated Net Tangible Assets in the aggregateany business, at any one time outstanding;property or Subsidiary.
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; andarising from Rate Hedging Obligations.
(k) extensionsContingent Obligations (to the extent permitted by Section 6.11 and without duplication).
(l) Indebtedness outstanding under investment grade commercial paper programs.
(m) other Indebtedness; provided that, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, at the time of the creation, incurrence or assumption of such other Indebtedness permitted above whichand after giving effect thereto, in the case aggregate amount of any all such extension, refinancing, renewal or replacement, other Indebtedness of the Subsidiaries does not increase the exceed an amount equal to 20% of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of Net Worth at such extension, refinancing, renewal or replacementtime.
Appears in 1 contract
Subsidiary Indebtedness. Borrower will not permit Permit any of its Subsidiaries Subsidiary to contract, create, incur, assume or permit to exist any Indebtedness, other thanexcept:
(a) Indebtedness of any Subsidiary to the Company or any other Subsidiary;
(b) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted by this Section 7.02;
(c) Indebtedness owed to any Person (including obligations in respect of current accounts payable and accrued expenses letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;
(b) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdings;
(c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date of any Subsidiary in connection with the acquisition respect of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guarantiesbonds, bid bonds, appeal bonds, surety bonds, performance bonds and letters completion guarantees and similar obligations (other than in respect of credit issued other Indebtedness for borrowed money), in the ordinary course of business and serving as a performance guaranty;
(g) Indebtedness under documentary credits issued in connection with the purchase of goods each case provided in the ordinary course of business;
(he) Indebtedness of a Subsidiary in respect of non-speculative Swap Contracts relating to the business or operations of such Subsidiary;
(if) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (ii) Indebtedness arising from the honoring by a bank or other person financial institution of a check, draft check or similar instrument inadvertently drawing drawn against insufficient fundsfunds in the ordinary course of business, so long as such Indebtedness is repaid within five (5) Business Days;
(g) any Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of marketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or derivative transaction in the ordinary course of business; provided that the amount of such Indebtedness does not exceed the principal amount of the securities sold;
(h) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business;
(i) Indebtedness arising from agreements of any other Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement;
(j) Indebtedness in a incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except for any accrued but unpaid interest and premium or penalty payable by the terms of such Indebtedness thereon and reasonable fees and expenses associated therewith; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 7.02(j), when combined with the aggregate principal amount of all capital lease obligations and Synthetic Lease Obligations incurred pursuant to Section 7.02(k) shall not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, $25,000,000 at any one time outstanding;
(jk) capital lease obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.02(j), not in excess of $25,000,000 at any one time outstanding;
(l) Indebtedness of any Person that becomes a Subsidiary after the Closing Date or Indebtedness acquired or assumed by any Subsidiary; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary or such asset is acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary or such asset being acquired and (ii) immediately before and after such Person becomes a Subsidiary or such asset is acquired (or, if such transaction is to be made pursuant to a definitive acquisition agreement, at the time such acquisition agreement is executed and delivered, both before and after giving pro forma effect to the acquisition), no Default or Event of Default shall have occurred and be continuing; provided that the aggregate principal amount of Indebtedness permitted by this clause (m) shall not exceed $50,000,000 at any one time outstanding;
(m) Indebtedness arising from letters of credit, guarantees, counter-indemnities, short term facilities, repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or transaction (including Swap Contracts) entered into by the Company or such Subsidiary engaged in Exchange and Clearing Operations in the ordinary course of its clearing, depository and settlement operations, or matters reasonably related or incidental thereto (including any letter of credit or guarantees provided to any central securities depositories or external custodians), or in the management of its liabilities; provided that the amount of such Indebtedness outstanding at any time does not exceed the market value of the securities or other assets sold, loaned or borrowed or otherwise permitted subject to such applicable agreement or transaction at such time;
(n) any Indebtedness arising under arrangements in connection with the participation in or through any clearing system or investment, commodities or stock exchange where the Indebtedness arises under the rules, normal procedures, agreements or legislation governing trading on or through such system or exchange; provided that any advances thereunder are repaid within five (5) Business Days following the date of such advance or any drawing under any letter of credit or guarantee;
(o) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment or purchase or acquisition price, or any put right or other clause purchase obligation of such Subsidiary, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guarantyAgreement; and
(kp) extensionsIndebtedness of EuroCCP in support of its settlement and clearing activities where such Indebtedness arises under the rules, refinancingsnormal procedures, renewals agreements or replacements (legislation governing EuroCCP, is incurred in connection with its settlement and clearing activities or successive extensionsis incurred in connection with an agreement governing such Indebtedness; provided that any loans, refinancings, renewals, advances or replacements), in whole other outstanding Indebtedness thereunder are repaid within 35 days following the date on which such loan or in part, of the advance was made or any other such Indebtedness permitted above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacement.was incurred; and
Appears in 1 contract
Subsidiary Indebtedness. The Borrower will shall not permit any of its Subsidiaries directly or indirectly to contract, create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, other thanexcept:
(a) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of businessSubsidiaries under the Subsidiary Guaranty;
(b) Indebtedness owing in respect of guaranties executed by a any Subsidiary Guarantor with respect to any Indebtedness of the Borrower, provided such Indebtedness is not incurred by the Borrower to Holdings or a Subsidiary in violation of Holdingsthis Agreement;
(c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease in respect of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expensesobligations secured by Customary Permitted Liens;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including constituting Contingent Obligations permitted by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereofSection 6.05;
(e) Indebtedness existing arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary or (b) from the Borrower to any wholly-owned Subsidiary; provided, that if any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness shall be expressly subordinate to the Closing Datepayment in full in cash of the Obligations on terms reasonably satisfactory to the Administrative Agent;
(f) Indebtedness in respect of obligations under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guarantySwap Agreements permitted under Section 6.15;
(g) Indebtedness under documentary credits issued in connection with respect to surety, appeal and performance bonds obtained by any of the purchase of goods Borrower’s Subsidiaries in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (ii) arising from incurred pursuant to the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient fundsDutch Credit Agreement;
(i) Indebtedness incurred in connection with any other Indebtedness in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstandingPermitted Receivables Facility;
(j) Indebtedness not otherwise permitted under any agreement governing the provision of treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other clause cash management services;
(k) Indebtedness of this Section 6.06 any Subsidiary assumed in connection with any Permitted Acquisition so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent is not incurred in contemplation of such Permitted Acquisition;
(Al) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guarantySeparation Obligations; and
(km) extensions, refinancings, renewals Other Indebtedness in addition to that referred to elsewhere in this Section 6.01 incurred by the Borrower’s Subsidiaries; provided that no Default or replacements Event of Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and provided further that the aggregate outstanding amount of all Indebtedness incurred by the Borrower’s Subsidiaries (or successive extensions, refinancings, renewals, or replacementsother than Indebtedness incurred pursuant to clauses (a), in whole or in part(b), (e), (f), (h), (i), (j) and (l) of this Section 6.01) shall not at any time exceed 25% of the Indebtedness permitted above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacementBorrower’s Consolidated Total Capitalization.
Appears in 1 contract
Subsidiary Indebtedness. Borrower The Company will not permit any of its Subsidiaries Subsidiary to contract, create, incur, assume incur or permit suffer to exist any Indebtedness, other thanexcept:
(a) the Loans and the Reimbursement Obligations.
(b) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in respect existence on the date of current accounts payable this Agreement.
(c) Indebtedness of any Subsidiary to the Company or any other Subsidiary.
(d) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and accrued expenses incurred is not created in contemplation of or in connection with such Person becoming a Subsidiary.
(e) any refunding or refinancing of any Indebtedness referred to in clauses (a) through (d) above; provided that any such refunding or refinancing of Indebtedness referred to in clause (b), (c) or (d) does not increase the principal amount thereof.
(f) Indebtedness arising from (i) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;
(b) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdings;
(c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty;
(g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person financial institution of a check, draft or similar instrument inadvertently drawing (except in the case of daylight overdrafts) drawn against insufficient funds;funds in the ordinary course of business.
(g) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000.
(h) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, Letters of Credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary.
(i) any other Indebtedness in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding;arising from Rate Hedging Obligations.
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered Contingent Obligations (to the Administrative Agent (A) a guaranty in a form extent permitted by Section 6.11 and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; andwithout duplication).
(k) extensionsIndebtedness outstanding under investment grade commercial paper programs.
(l) other Indebtedness; provided that, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, at the time of the creation, incurrence or assumption of such other Indebtedness permitted above whichand after giving effect thereto, in the case aggregate amount of any all such extension, refinancing, renewal or replacement, other Indebtedness of the Subsidiaries does not increase the exceed an amount equal to 20% of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of Net Worth at such extension, refinancing, renewal or replacementtime.
Appears in 1 contract
Subsidiary Indebtedness. Borrower The Guarantor will not permit any of its Subsidiaries Subsidiary to contract, create, incur, assume incur or permit suffer to exist any Indebtedness, other thanexcept:
(ai) The Fundings.
(ii) Indebtedness outstanding on May 25, 1999, or incurred pursuant to commitments in respect of current accounts payable and accrued expenses incurred in the ordinary course of business;existence on May 25, 1999.
(biii) Indebtedness owing by of any Subsidiary to the Guarantor or any other Subsidiary.
(iv) Indebtedness of any Person that becomes a Subsidiary of Borrower to Holdings or after the date hereof; PROVIDED that such Indebtedness existed at the time such person becomes a Subsidiary and is not created in contemplation of Holdings;or in connection with such Person becoming a Subsidiary.
(cv) purchase money Any refunding or refinancing of any Indebtedness referred to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that in CLAUSE (i) through (iv) above, PROVIDED that any such refunding or refinancing of Indebtedness when incurred shall not exceed the purchase price of the asset(sreferred to in CLAUSE (ii), (iii) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (iiiv) no such Indebtedness shall be refinanced for a does not increase the principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;thereof.
(dvi) Indebtedness incurred after arising from (a) the Closing Date in connection with the acquisition endorsement of a person negotiable instruments for deposit or property (including by consolidation collection or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued similar transactions in the ordinary course of business and serving as a performance guaranty;
or (gb) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person financial institution of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(i) any other Indebtedness in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding;
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and
(k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, except in the case of any daylight overdrafts) drawn against insufficient funds in the ordinary course of business.
(vii) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, PROVIDED that the aggregate outstanding principal amount of such extension, refinancing, renewal or replacement, Indebtedness does not increase the amount at any time exceed $100,000,000.
(viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Guarantor or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary.
(ix) Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacementarising from Rate Hedging Obligations.
Appears in 1 contract
Subsidiary Indebtedness. Borrower will not permit any of its Subsidiaries to contract, createCreate, incur, assume or permit suffer to exist any Indebtedness, other thanexcept:
(a) Indebtedness in respect of current accounts payable and accrued expenses incurred in under the ordinary course of businessLoan Documents;
(b) Indebtedness owing outstanding on the Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a Subsidiary reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of Borrower any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to Holdings the Loan Parties or a Subsidiary the Lenders than the terms of Holdingsany agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended;
(c) purchase money Indebtedness to finance obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person for the acquisitionpurpose of directly mitigating risks associated with liabilities, constructioncommitments, investments, assets, or improvementproperty held or reasonably anticipated by such Person, or capital lease changes in the value of assets securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (including equipmentii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;
(d) Indebtedness of any Subsidiary Guarantor or propertyany Loan Party under and as defined in either of the Actavis Term Loan Agreement and the Actavis Revolving Credit Agreement;
(e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiary;
(f) Indebtedness of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Indebtedness when incurred exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall not exceed the purchase price greater of $500,000,000 and 15% of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess Net Worth of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guarantyParent;
(g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines of credit Capital Lease Obligations, Synthetic Lease Obligations or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(i) any other Receivables Facility Attributable Indebtedness in a an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed ten percent (10%) the greater of Consolidated $500,000,000 and 15% of the Net Tangible Assets in the aggregate, Worth of Parent at any one time outstanding;
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and
(k) extensionstime, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, subject in the case of any such extensionIndebtedness secured by a Lien, refinancingto the limitation set forth in Section 7.01(j);
(h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount at any time outstanding which, renewal or replacementwhen added to, does not increase without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, do not exceed the greater of $500,000,000 and 15% of the Net Worth of Parent; and
(i) intercompany loans made (x) between Parent and one or more Subsidiaries or (y) among any two or more Subsidiaries (including, in each case, Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay as part of the costs of such extension, refinancing, renewal or replacementPost-Closing Restructuring).
Appears in 1 contract
Subsidiary Indebtedness. Borrower will not After the Guaranty Release Date, permit any of its Subsidiaries Subsidiary to contract, create, incur, assume or permit suffer to exist any Indebtedness, other thanexcept:
(a) Indebtedness under the Loan Documents;
(b) Indebtedness issued to the Borrower or any other Subsidiary;
(c) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including Capital Lease Obligations), and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement;
(d) Indebtedness of any Subsidiary incurred in respect connection with the issuance of current accounts payable and accrued expenses incurred any surety bonds, letters of credit or other similar bonds in the ordinary course of business;
(be) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdingsthe Subsidiaries arising in connection with the Permitted Receivables Programs;
(cf) purchase money Indebtedness Synthetic Lease Obligations of any Subsidiary incurred to finance the acquisition, construction, construction or improvement, improvement of any fixed or capital lease of assets (including equipment) or property; provided that (i) acquired by such Indebtedness when incurred shall not exceed Subsidiary subsequent to the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Initial Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty;
(g) any Guarantee provided by any Subsidiary to support Indebtedness under documentary credits issued in connection with of Holdings or the purchase of goods in Borrower for borrowed money; provided that any such Subsidiary is also a Guarantor hereunder (whether or not the ordinary course of business;Guaranty Release Date has occurred); and
(h) Indebtedness (i) under unsecured overdraft lines Indebtedness, other than pursuant to the foregoing provisions of credit or for working capital purposes this Section 8.03, in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(i) any other Indebtedness in a principal an aggregate amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding;
(j) , together with the aggregate amount of Indebtedness not otherwise secured by Liens permitted under any other clause of this by Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and
(k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements8.01(v), in whole or in part, not to exceed 5% of the Indebtedness permitted above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacementConsolidated Total Assets.
Appears in 1 contract
Subsidiary Indebtedness. Borrower will not permit any of its Subsidiaries to contract, create, incur, assume or permit to exist any Indebtedness, other than:
(a) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business;
(b) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdings;
(c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty;
(g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business;
(h) Indebtedness (ix) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (iiy) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(i) any other Indebtedness in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding;
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and
(k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacement.
Appears in 1 contract
Subsidiary Indebtedness. Borrower The Company will not permit any of its Subsidiaries Subsidiary that is a Subject Entity at any time to contractcreate, createassume, incur, assume guarantee or permit to exist otherwise be or become liable in respect of any Indebtedness, other thanexcept for:
(a) (i) any Guaranty by any Subsidiary Guarantor of Indebtedness in respect (x) of current accounts payable the Company outstanding under a Credit Facility or under a Swap Contract or (y) of a Subsidiary under a Swap Contract and accrued expenses incurred (ii) any other Indebtedness of any Subsidiary Guarantor (provided that, in the ordinary course case of businessthis clause (ii), the Subsidiary Guarantee Conditions have been satisfied with respect to such Subsidiary Guarantor);
(b) Indebtedness owing by of any Person which becomes a Subsidiary after the date of Borrower to Holdings or Closing which (i) is outstanding on the date such Person becomes a Subsidiary and (ii) is not incurred, extended or renewed in contemplation of Holdingssuch Person becoming Subsidiary;
(c) purchase money Indebtedness of any Subsidiary owing to finance the acquisitionCompany, construction, a Subsidiary Guarantor or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expensesWholly-Owned Subsidiary;
(d) Indebtedness incurred after of any Subsidiary that is outstanding as of the Closing Date in connection with the acquisition date of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;this Agreement; and
(e) any Indebtedness existing on in addition to that described in clauses (a) through (d) above, provided that, upon the Closing Date;
incurrence of such Indebtedness, the sum (fwithout duplication) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty;
(g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines the aggregate amount of credit or for working capital purposes in foreign countries with financial institutions all Indebtedness of the Company and any Subject Entities secured by Liens permitted pursuant to Section 10.6(p) and (ii) arising from the honoring by aggregate amount of all Indebtedness of any Subsidiaries permitted pursuant to this clause (e) shall not exceed 5% of Shareholders’ Equity. Any Subsidiary Guarantor that shall cease to be a bank or other person Subsidiary Guarantor shall be deemed to have incurred all of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(i) any other its outstanding Indebtedness in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding;
(j) Indebtedness not otherwise permitted under any other clause for purposes of this Section 6.06 10.5 on the date it shall so long as each cease to be a Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and
(k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacementGuarantor.
Appears in 1 contract
Subsidiary Indebtedness. Borrower The Company will not permit any of its Subsidiaries Subsidiary to contract, create, incur, assume incur or permit suffer to exist any Indebtedness, other thanexcept:
(i) The Loans.
(ii) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement..
(iii) Indebtedness of any Subsidiary to the Company or any other Subsidiary.
(iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary.
(v) Any refunding or refinancing of any Indebtedness referred to in clauses (i) through (iv) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does not increase the principal amount thereof.
(vi) Indebtedness arising from (a) Indebtedness in respect the endorsement of current accounts payable and accrued expenses incurred negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;
, or (b) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdings;
(c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty;
(g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person financial institution of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(i) any other Indebtedness in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding;
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and
(k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, except in the case of any daylight overdrafts) drawn against insufficient funds in the ordinary course of business.
(vii) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such extension, refinancing, renewal or replacement, Indebtedness does not increase the amount at any time exceed $100,000,000 .
(viii) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary.
(ix) Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacementarising from Rate Hedging Obligations.
Appears in 1 contract
Subsidiary Indebtedness. The Borrower will shall not permit any of its Subsidiaries Subsidiary to contract, create, incur, assume or permit to exist any Indebtedness, other thanexcept:
(aA) Indebtedness in respect of current accounts payable and accrued expenses incurred in to the ordinary course of businessBorrower or any other Subsidiary;
(bB) Indebtedness owing by of any Person that becomes a Subsidiary (or is merged into a Subsidiary) after the date hereof and any extensions, renewals and replacements of Borrower to Holdings or any such Indebtedness that do not increase the outstanding principal amount thereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of Holdingsor in connection with such Person becoming a Subsidiary; and
(C) Indebtedness incurred by any Subsidiary organized, or substantially all of the business of which is conducted, in the People's Republic of China;
(c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(dD) Indebtedness incurred after by Kodak International Finance Limited, a company organized and existing under the Closing Date laws of England, in connection with the acquisition of a person or property its payment obligations under any interest rate protection agreements (including by consolidation or mergerwithout limitation, any interest rate swaps, caps, floors, collars and similar agreements) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds currency swaps and letters of credit issued similar agreements entered into in the ordinary course of business to protect the Borrower and serving as a performance guarantyits Subsidiaries against fluctuations in interest or exchange rates;
(gE) Indebtedness under documentary credits issued of Kodak Diamic Ltd., a Japanese corporation and joint venture with the Mitsubishi Corporation doing business principally in Japan;
(F) Indebtedness incurred by the Securitization Subsidiary in connection with the purchase of goods in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(i) any other Indebtedness in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding;
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guarantySecuritization Facility; and
(kG) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), other Indebtedness in whole or in part, of the Indebtedness permitted above which, in the case of an aggregate principal amount not exceeding $800,000,000 at any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacementtime outstanding.
Appears in 1 contract
Sources: Credit Agreement (Eastman Kodak Co)
Subsidiary Indebtedness. (a) The Borrower will not permit any of its Domestic Restricted Subsidiaries to contractcreate, createassume, incur, assume Guarantee or permit to exist otherwise become liable for any IndebtednessIndebtedness (any such Indebtedness or Guarantee, other than“Subsidiary Debt”), without Guaranteeing the payment of the Obligations on an unsecured unsubordinated basis until such time as such Subsidiary Debt is no longer outstanding.
(b) Section 6.01(a) shall not apply to, and there shall be excluded from Indebtedness in any computation under such restriction, Subsidiary Debt constituting:
(a1) Indebtedness of or Guarantee by a Person existing at the time such Person is merged into or consolidated with any Domestic Restricted Subsidiary or otherwise acquired by any Domestic Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties and assets of such Person (or a division thereof) as an entirety or substantially as an entirety to any Domestic Restricted Subsidiary and is assumed by such Subsidiary; provided that such Indebtedness or Guarantee was not incurred in contemplation thereof and is not Guaranteed by any other Domestic Restricted Subsidiary (other than any Guarantee existing at the time of such merger, consolidation or sale, lease or other disposition of properties and assets and that was not issued in contemplation thereof);
(2) Indebtedness of or Guarantee by a Person existing at the time such Person becomes a Domestic Restricted Subsidiary; provided that any such Indebtedness or Guarantee was not incurred in contemplation thereof;
(3) Indebtedness owed to or Guarantee in favor of the Borrower or any Domestic Restricted Subsidiary;
(4) Indebtedness or Guarantees in respect of current accounts payable netting services, business credit card programs, overdraft protection and accrued expenses other treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of funds or other fund transfer or payment processing services;
(5) Indebtedness or Guarantees arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that any such Indebtedness or Guarantee is extinguished within five Business Days within its incurrence;
(6) reimbursement obligations incurred in the ordinary course of business;
(b7) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdings;
(c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed advances and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty;
(g) Indebtedness under documentary credits issued in connection with the purchase of goods deposits received in the ordinary course of business;
(h8) Indebtedness or Guarantees incurred (a) Indebtedness in respect of workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations, (ib) under unsecured overdraft lines in connection with the financing of insurance premiums or self-insurance obligations or take-or-pay obligations contained in supply agreements, and (c) in respect of guarantees, warranty or contractual service obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s acceptances for operating purposes or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank to secure any Indebtedness or Guarantee or other person obligations referred to in clauses (1) through (7) or this clause (8), payment (other than for payment of a checkIndebtedness) and completion guarantees, draft in each case provided or similar instrument inadvertently drawing against insufficient fundsincurred (including Guarantees thereof) in the ordinary course of business;
(i9) any Indebtedness and Guarantees of a Content Project Subsidiary in connection with (a) Content Acquisition Transactions by such Subsidiary or other Indebtedness in a principal amount not Content Acquisition Transactions with respect to exceed ten percent Related Projects by one or more Content Project Subsidiaries or (b) Content Disposition Transactions by such Subsidiary or other Content Disposition Transactions with respect to Related Projects by one or more Content Project Subsidiaries; or (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding;
(j) Indebtedness not otherwise permitted under any other clause or Guarantee outstanding on the date of this Section 6.06 so long as each Subsidiary Agreement and any extension, renewal, replacement, refinancing or refunding of Borrower incurring such any Indebtedness has delivered or Guarantee existing on the date of this Agreement or referred to the Administrative Agent in clauses (A1) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate 2); provided that any Indebtedness or Guarantee incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and
(k) extensionsmaturity, refinancings, renewals retirement or replacements (other repayment or successive extensions, refinancings, renewals, or replacements), in whole or in part, prepayment of the Indebtedness permitted or Guarantee referred to in this clause or clauses (1) and (2) above whichand the principal amount of the Indebtedness incurred or Guaranteed to so extend, renew, replace, refinance or refund shall not exceed the principal amount of Indebtedness or Guarantee being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus the amount of fees, expenses and other costs incurred, in the case of connection with any such extension, refinancingrenewal, renewal or replacement, refinancing or refunding. Notwithstanding Sections 6.01(a) and (b), any Domestic Restricted Subsidiary may create, incur, issue or assume Subsidiary Debt that would otherwise be subject to the restrictions set forth in Section 6.01(a), without Guaranteeing the payment of the Obligations, if after giving effect thereto, Aggregate Debt does not increase exceed an amount equal to the greater of (a) $6,000,000,000, and (b) 3.50 times Consolidated EBITDA of the Borrower for the Measurement Period immediately preceding the date of the creation or incurrence of the Subsidiary Debt. Any Domestic Restricted Subsidiary also may, without Guaranteeing the payment of the Obligations, extend, renew, replace, refinance or refund any Subsidiary Debt permitted pursuant to the preceding sentence; provided that any Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Subsidiary Debt being extended, renewed, replaced, refinanced or refunded and the principal amount of the Subsidiary Debt incurred to so extend, renew, replace, refinance or refund shall not exceed the principal amount of Subsidiary Debt being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable, plus the amount of the Indebtedness being extendedfees, refinancedexpenses and other costs incurred, renewed or replaced, other than amounts incurred to pay the costs of in connection with any such extension, refinancingrenewal, renewal replacement, refinancing or replacementrefunding.
Appears in 1 contract
Subsidiary Indebtedness. Borrower will not After the Guaranty Release Date, permit any of its Subsidiaries Subsidiary to contract, create, incur, assume or permit suffer to exist any Indebtedness, other thanexcept:
(a) Indebtedness under the Loan Documents;
(b) Indebtedness issued to the Borrower or any other Subsidiary;
(c) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including Capital Lease Obligations), and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement;
(d) Indebtedness of any Subsidiary incurred in respect connection with the issuance of current accounts payable and accrued expenses incurred any surety bonds, letters of credit or other similar bonds in the ordinary course of business;
(be) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdingsthe Subsidiaries arising in connection with the Permitted Receivables Programs;
(cf) purchase money Indebtedness Synthetic Lease Obligations of any Subsidiary incurred to finance the acquisition, construction, construction or improvement, improvement of any fixed or capital lease of assets (including equipment) or property; provided that (i) acquired by such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior Subsidiary subsequent to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty;
(g) any Guarantee provided by any Subsidiary to support Indebtedness under documentary credits issued in connection with of Holdings or the purchase of goods in Borrower for borrowed money; provided that any such Subsidiary is also a Guarantor hereunder (whether or not the ordinary course of business;Guaranty Release Date has occurred); and
(h) Indebtedness (i) under unsecured overdraft lines Indebtedness, other than pursuant to the foregoing provisions of credit or for working capital purposes this Section 8.03, in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(i) any other Indebtedness in a principal an aggregate amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding;
(j) , together with the aggregate amount of Indebtedness not otherwise secured by Liens permitted under any other clause of this by Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and
(k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements8.01(v), in whole or in part, not to exceed 5% of the Indebtedness permitted above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacementConsolidated Total Assets.
Appears in 1 contract
Subsidiary Indebtedness. Borrower The Company will not permit any of its Subsidiaries Subsidiary to contract, create, incur, assume incur or permit suffer to exist any Indebtedness, other thanexcept:
(a) The Loans and the Reimbursement Obligations.
(b) Indebtedness outstanding on the date of this Agreement or incurred pursuant to commitments in respect existence on the date of current accounts payable this Agreement.
(c) Indebtedness of any Subsidiary to the Company or any other Subsidiary.
(d) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and accrued expenses incurred is not created in contemplation of or in connection with such Person becoming a Subsidiary.
(e) Any refunding or refinancing of any Indebtedness referred to in clauses (a) through (d) above, provided that any such refunding or refinancing of Indebtedness referred to in clause (b), (c) or (d) does not increase the principal amount thereof.
(f) Indebtedness arising from (i) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;
(b) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdings;
(c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty;
(g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person financial institution of a check, draft or similar instrument inadvertently drawing (except in the case of daylight overdrafts) drawn against insufficient funds;funds in the ordinary course of business.
(g) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000.
(h) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, Letters of Credit, surety bonds or performance bonds securing any obligations of the Company or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary.
(i) any other Indebtedness in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding;arising from Rate Hedging Obligations.
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered Contingent Obligations (to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; andextent permitted by Section 6.15).
(k) extensionsIndebtedness outstanding under investment grade commercial paper programs.
(l) Other Indebtedness; provided that, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, at the time of the creation, incurrence or assumption of such other Indebtedness permitted above whichand after giving effect thereto, in the case aggregate amount of any all such extension, refinancing, renewal or replacement, other Indebtedness of the Subsidiaries does not increase the exceed an amount equal to 25% of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of Adjusted Tangible Net Worth at such extension, refinancing, renewal or replacementtime.
Appears in 1 contract
Subsidiary Indebtedness. The Borrower will shall not permit any of its Subsidiaries Subsidiary to contract, create, incur, assume or permit to exist any Indebtedness, other thanexcept:
(aA) Indebtedness in respect of current accounts payable and accrued expenses incurred in to the ordinary course of businessBorrower or any other Subsidiary;
(bB) Indebtedness owing by of any Person that becomes a Subsidiary (or is merged into a Subsidiary) after the date hereof and any extensions, renewals and replacements of Borrower to Holdings or any such Indebtedness that do not increase the outstanding principal amount thereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of Holdingsor in connection with such Person becoming a Subsidiary; and
(C) Indebtedness incurred by any Subsidiary organized, or substantially all of the business of which is conducted, in the People’s Republic of China;
(c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(dD) Indebtedness incurred after by Kodak International Finance Limited, a company organized and existing under the Closing Date laws of England, in connection with the acquisition of a person or property its payment obligations under any interest rate protection agreements (including by consolidation or mergerwithout limitation, any interest rate swaps, caps, floors, collars and similar agreements) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds currency swaps and letters of credit issued similar agreements entered into in the ordinary course of business to protect the Borrower and serving as a performance guarantyits Subsidiaries against fluctuations in interest or exchange rates;
(gE) Indebtedness under documentary credits issued of Kodak Diamic Ltd., a Japanese corporation and joint venture with the Mitsubishi Corporation doing business principally in Japan;
(F) Indebtedness incurred by the Securitization Subsidiary in connection with the purchase of goods in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(i) any other Indebtedness in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding;
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guarantySecuritization Facility; and
(kG) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), other Indebtedness in whole or in part, of the Indebtedness permitted above which, in the case of an aggregate principal amount not exceeding $800,000,000 at any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacementtime outstanding.
Appears in 1 contract
Subsidiary Indebtedness. Borrower will not permit any of its Subsidiaries to contract, create, incur, assume or permit to exist any Indebtedness, other than:
(a) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business;
(b) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdings;
(c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty;
(g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(i) any other Indebtedness in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding;
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 9.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and
(k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacement.
Appears in 1 contract
Subsidiary Indebtedness. Borrower will not Allow or permit any of its Subsidiaries Subsidiary to contract, create, incur, assume or permit suffer to exist any IndebtednessIndebtedness in an aggregate outstanding principal amount which exceeds 20% of Consolidated Net Worth (measured as of the most recently ended fiscal quarter of the Company for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.01 (provided that, for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred if such aggregate outstanding principal amount of Indebtedness shall not at a later time exceed 20% of Consolidated Net Worth so long as, at the time of the creation, incurrence, assumption or initial existence thereof, such Indebtedness was permitted to be incurred)), other thanthan the following:
(a) (i) Indebtedness owing to the Company or to any other Subsidiary of the Company and (ii) guaranties of any Indebtedness of any Subsidiary owing to the Company or to any other Subsidiary;
(b) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of such Subsidiary;
(c) Indebtedness incurred by any Subsidiary arising from agreements providing for indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of such Subsidiary pursuant to such agreements, in connection with acquisitions or dispositions of any business, assets or Subsidiary of such Subsidiary; Exhibit 4.1
(d) Indebtedness owed to any Person (including obligations in respect of letters of credit) which finances worker’s compensation, health, disability, life insurance or other employee benefits or property, casualty or liability insurance or captive insurance, or which may be deemed to exist pursuant to reimbursement or indemnification obligations to such Person;
(i) Indebtedness that may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business and (ii) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations to the extent any such obligations constitute indebtedness;
(f) Indebtedness in respect of current accounts payable netting services, overdraft protections and accrued expenses incurred otherwise in connection with a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit and Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument of a Subsidiary drawn against insufficient funds in the ordinary course of business;
(bg) Indebtedness owing by pursuant to a Subsidiary of Borrower to Holdings or a Subsidiary of HoldingsPermitted Securitization Transaction;
(ch) purchase money Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals, extensions or replacements thereof that do not increase the outstanding principal amount thereof, plus any accrued interest, premium, fees, costs and expenses payable in connection with any such refinancing, refunding, renewal or extension;
(i) Indebtedness incurred to finance the acquisition, construction or improvement of any property (or Indebtedness to finance the development, construction, lease, repairs, additions or improvementimprovements to property (real or personal) whether through the direct purchase of such assets or through the purchase of equity interests in a Person owning such assets), or including capital leases, tax retention and other synthetic lease of assets (including equipment) or propertyobligations and purchase money obligations; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no any such Indebtedness shall be refinanced for a principal amount in excess of secured only by the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date property acquired in connection with the acquisition incurrence of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation any proceeds and products thereof;
(ej) Indebtedness obligations (contingent or otherwise) of any Subsidiary existing on the Closing Date;
or arising under any Swap Contract, provided that such obligations are (for were) Indebtedness under performance guaranties, performance bonds and letters of credit issued entered into by such Subsidiary in the ordinary course of business and serving as a performance guaranty;
(g) Indebtedness under documentary credits issued in connection for the purpose of directly mitigating risks associated with the purchase of goods liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the ordinary course value of business;
(h) Indebtedness (i) under unsecured overdraft lines securities issued by such Subsidiary, and not for purposes of credit or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(i) any other Indebtedness in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding;
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guarantyspeculation; and
(k) extensionsAcquired Indebtedness and any modifications, refinancings, renewals or replacements (or successive refundings, extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, in the case of any such extension, refinancing, renewal or replacement, does renewals and replacements thereof which do not increase the outstanding principal amount of the Indebtedness being extendedthereof plus interest, refinancedpremium, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacementfees and expenses.
Appears in 1 contract
Sources: Credit Agreement (Stryker Corp)
Subsidiary Indebtedness. No Subsidiary of Borrower will not permit incur any of its Subsidiaries to contract, create, incur, assume or permit to exist any Indebtedness, Indebtedness other than:
(a) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of businessObligations;
(b) Guaranties by Guarantors of Indebtedness owing by of any Restricted Person (i) arising under the US/Canada Credit Agreement and the 364-Day Credit Agreement, or (ii) if arising under any other agreement, the incurrence of which did not result in a Subsidiary Default or an Event of Borrower to Holdings or a Subsidiary of HoldingsDefault;
(c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall PMC (Nova Scotia) Company and Plains Marketing Canada, L.P. pursuant to the US/Canada Credit Agreement in an aggregate principal amount not to exceed the purchase price of the asset(s) financed and all feesat any time outstanding $325,000,000, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a Plains Marketing pursuant to the Contango Credit Agreement in an aggregate principal amount in excess of the principal balance not to exceed at any time outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses$300,000,000;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior any Restricted Person owing to such acquisition and was not created in anticipation thereofanother Restricted Person;
(e) Indebtedness existing on of any Subsidiary described in clause (b) of the Closing Datedefinition of "Indebtedness" that is determinable but not yet earned; provided, Borrower reasonably contemplates that such Indebtedness will be repaid from the proceeds of one or more advances made by Borrower to such Subsidiary;
(f) Indebtedness under performance guarantiesof a Subsidiary acquired (including acquisition by merger, performance bonds consolidation or amalgamation) on or after the date hereof by a Restricted Person, which Indebtedness was incurred by such Subsidiary before the time of such acquisition, merger, consolidation or amalgamation, and letters was not created in contemplation thereof; provided, that contemporaneously with such acquisition, merger, consolidation or amalgamation, and so long as no adverse tax and/or regulatory consequences are caused thereby, such Subsidiary shall be a Guarantor subject to the provisions of credit issued in the ordinary course of business and serving as a performance guaranty;Section 6.9; and
(g) Indebtedness under documentary credits issued in connection with the purchase of goods not otherwise described in the ordinary course of business;
foregoing clauses (ha) Indebtedness through (if) under unsecured overdraft lines of credit owing by any one or for working capital purposes more Guarantors in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(i) any other Indebtedness in a an aggregate principal amount not to exceed ten at any time outstanding the greater of (A) $100,000,000 and (B) fifteen percent (1015%) of Consolidated Tangible Net Tangible Assets in the aggregate, at any one time outstanding;
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and
(k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacementWorth.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Plains All American Pipeline Lp)
Subsidiary Indebtedness. Borrower will not permit any of its Subsidiaries to contract, createCreate, incur, assume or permit suffer to exist any Indebtedness, other thanexcept:
(a) Indebtedness in respect of current accounts payable and accrued expenses incurred in under the ordinary course of businessLoan Documents;
(b) Indebtedness owing outstanding on the Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a Subsidiary reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of Borrower any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to Holdings the Loan Parties or a Subsidiary the Lenders than the terms of Holdingsany agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended;
(c) purchase money Indebtedness to finance obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person for the acquisitionpurpose of directly mitigating risks associated with liabilities, constructioncommitments, investments, assets, or improvementproperty held or reasonably anticipated by such Person, or capital lease changes in the value of assets securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (including equipmentii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;
(d) Indebtedness of any Subsidiary Guarantor or propertyany Loan Party under and as defined in the WC Term Loan Credit Agreement;
(e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiary;
(f) Indebtedness of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Indebtedness when incurred exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(e) at any one time outstanding shall not exceed the purchase price greater of $750,000,000 and 15% of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess Net Worth of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guarantyUltimate Parent;
(g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines of credit Capital Lease Obligations, Synthetic Lease Obligations or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(i) any other Receivables Facility Attributable Indebtedness in a an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (f), do not to exceed ten percent (10%) the greater of Consolidated $750,000,000 and 15% of the Net Tangible Assets in the aggregate, Worth of Ultimate Parent at any one time outstanding;
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and
(k) extensionstime, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, subject in the case of any such extensionIndebtedness secured by a Lien, refinancingto the limitation set forth in Section 7.01(j);
(h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount at any time outstanding which, renewal or replacementwhen added to, does not increase without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, do not exceed the greater of $750,000,000 and 15% of the Net Worth of Ultimate Parent;
(i) intercompany loans made (x) between Intermediate Parent and one or more Subsidiaries or (y) among any two or more Subsidiaries (including, in each case, Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay as part of the costs of such extension, refinancing, renewal or replacementPost-Closing Restructuring); and
(j) any Acquisition Indebtedness.
Appears in 1 contract
Sources: Cash Bridge Credit and Guaranty Agreement (Actavis PLC)
Subsidiary Indebtedness. Borrower will not permit any of its Subsidiaries to contract, createCreate, incur, assume or permit suffer to exist any Indebtedness, other thanexcept:
(a) Indebtedness in respect of current accounts payable and accrued expenses incurred in under the ordinary course of businessLoan Documents;
(b) Indebtedness owing outstanding on the Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a Subsidiary reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of Borrower any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to Holdings the Loan Parties or a Subsidiary the Lenders than the terms of Holdingsany agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended;
(c) purchase money Indebtedness to finance obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person for the acquisitionpurpose of directly mitigating risks associated with liabilities, constructioncommitments, investments, assets, or improvementproperty held or reasonably anticipated by such Person, or capital lease changes in the value of assets securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (including equipmentii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;
(d) Indebtedness of any Subsidiary Guarantor or propertyany Loan Party under and as defined in either of the Actavis Term Loan Agreement or the Actavis Revolving Credit Agreement;
(e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiary;
(f) Indebtedness of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Indebtedness when incurred exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of all such Indebtedness permitted by this Section 7.02(f) at any one time outstanding shall not exceed the purchase price greater of $750,000,000 and 15% of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess Net Worth of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guarantyUltimate Parent;
(g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines of credit Capital Lease Obligations, Synthetic Lease Obligations or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(i) any other Receivables Facility Attributable Indebtedness in a an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed ten percent (10%) the greater of Consolidated $750,000,000 and 15% of the Net Tangible Assets in the aggregate, Worth of Ultimate Parent at any one time outstanding;
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and
(k) extensionstime, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, subject in the case of any such extensionIndebtedness secured by a Lien, refinancingto the limitation set forth in Section 7.01(j);
(h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount at any time outstanding which, renewal or replacementwhen added to, does not increase without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, do not exceed the greater of $750,000,000 and 15% of the Net Worth of Ultimate Parent;
(i) intercompany loans made (x) between Ultimate Parent and one or more Subsidiaries or (y) among any two or more Subsidiaries (including, in each case, Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay as part of the costs of such extension, refinancing, renewal or replacementPost-Closing Restructuring); and
(j) any Acquisition Indebtedness.
Appears in 1 contract
Sources: Wc Term Loan Credit and Guaranty Agreement (Actavis PLC)
Subsidiary Indebtedness. Borrower The Company will not permit any of its Subsidiaries Subsidiary that is a Subject Entity at any time to contractcreate, createassume, incur, assume guarantee or permit to exist otherwise be or become liable in respect of any Indebtedness, other than:
except for: (a) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business;
(b) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdings;
(c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such any Guaranty by any Subsidiary Guarantor of Indebtedness when incurred shall not exceed the purchase price (x) of the asset(sCompany outstanding under a Credit Facility or under a Swap Contract or (y) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; of a Subsidiary under a Swap Contract and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty;
(g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(i) any other Indebtedness in a principal amount not to exceed ten percent of any Subsidiary Guarantor (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding;
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and
(k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted above whichprovided that, in the case of this clause (ii), the Subsidiary Guarantee Conditions have been satisfied with respect to such Subsidiary Guarantor); (b) Indebtedness of any Person which becomes a Subsidiary after the date of Closing which (i) is outstanding on the date such extensionPerson becomes a Subsidiary and (ii) is not incurred, refinancingextended or renewed in contemplation of such Person becoming Subsidiary; (c) Indebtedness of any Subsidiary owing to the Company, renewal a Subsidiary Guarantor or replacementa Wholly-Owned Subsidiary; (d) Indebtedness of any Subsidiary that is outstanding as of the date of this Agreement; and (e) any Indebtedness in addition to that described in clauses (a) through (d) above, does not increase provided that, upon the incurrence of such Indebtedness, the sum (without duplication) of (i) the aggregate amount of all Indebtedness of the Company and any Subject Entities secured by Liens permitted pursuant to Section 10.6(p) and (ii) the aggregate amount of all Indebtedness being extended, refinanced, renewed or replaced, other than amounts of any Subsidiaries permitted pursuant to this clause (e) shall not exceed 5% of Shareholders' Equity. 32 Any Subsidiary Guarantor that shall cease to be a Subsidiary Guarantor shall be deemed to have incurred all of its outstanding Indebtedness for purposes of this Section 10.5 on the date it shall so cease to pay the costs of such extension, refinancing, renewal or replacementbe a Subsidiary Guarantor.
Appears in 1 contract
Sources: Note Purchase Agreement
Subsidiary Indebtedness. Borrower The Company will not permit any of its Subsidiaries Subsidiary, other than any Subsidiary Guarantor, to contract, create, incur, assume incur or permit suffer to exist any Indebtedness, other thanexcept:
(a) the Loans.
(b) Indebtedness (other than Securitization Obligations) outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement.
(c) Indebtedness of any Subsidiary to the Company or any other Subsidiary.
(d) (i) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) secured Indebtedness, including Finance Lease Obligations, the Liens with respect to which are permitted by Section 6.9(f).
(e) any refunding or refinancing of current accounts payable and accrued expenses incurred any Indebtedness referred to in clauses (a) through (d) above; provided that any such refunding or refinancing of Indebtedness referred to in clause (b), (c) or (d) does not increase the principal amount thereof.
(f) Securitization Obligations of special-purpose finance Subsidiaries; provided that no Person has recourse against the Company or any Significant Subsidiary for such Securitization Obligations other than recourse related to Standard Securitization Undertakings.
(g) Indebtedness arising from (i) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;
(b) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdings;
(c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty;
(g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person financial institution of a check, draft or similar instrument inadvertently drawing (except in the case of daylight overdrafts) drawn against insufficient funds;funds in the ordinary course of business.
(h) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000.
(i) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any other Indebtedness obligations of the Company or any of its Subsidiaries incurred or assumed in a principal amount not to exceed ten percent (10%) connection with the disposition of Consolidated Net Tangible Assets any business, property or Subsidiary or otherwise in the aggregate, at any one time outstanding;ordinary course of business.
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; andarising from Rate Hedging Obligations.
(k) extensionsContingent Obligations (to the extent permitted by Section 6.11 and without duplication).
(l) Indebtedness outstanding under investment grade commercial paper programs.
(m) other Indebtedness; provided that, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, at the time of the creation, incurrence or assumption of such other Indebtedness permitted above whichand after giving effect thereto, the aggregate amount of all such other Indebtedness of the Subsidiaries does not exceed an amount equal to 3.0% of Consolidated Total Assets at such time.
(n) Indebtedness consisting of the financing of insurance premiums in the case ordinary course of any such extensionbusiness.
(o) Indebtedness under the Existing Revolving Loan Documents. The accrual of interest or fees, refinancing, renewal the accretion of accreted value and the payment of interest or replacement, does fees in the form of additional Indebtedness shall not increase the amount be deemed to be an incurrence of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs for purposes of such extension, refinancing, renewal or replacementthis Section 6.10.
Appears in 1 contract
Subsidiary Indebtedness. Neither the Borrower will not nor Holdings shall permit any other Members of its Subsidiaries the Consolidated Group (other than Holdings or the Borrower) to contract, create, incur, assume or permit suffer to exist any Indebtedness, other thanexcept:
(a) existing Indebtedness outstanding on the Restatement Effective Date (such Indebtedness, to the extent the principal amount thereof is $50,000,000 (or, if denominated in respect a currency other than U.S. Dollars, the Dollar Equivalent of current accounts payable $50,000,000) or more, being described on Schedule 5.15 attached hereto), and accrued expenses any subsequent extensions, renewals or refinancings thereof (i) so long as such Indebtedness is not increased in amount (other than amounts incurred to pay costs of such extension, renewal or refinancing), the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the Maturity Date), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened, the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness, and the payments thereunder prior to the Maturity Date are not increased, or (ii) such extensions, renewals or refinancings are otherwise expressly permitted by, and are effected pursuant to, another clause in the ordinary course of businessthis Section 6.12 (other than clause (l) hereof);
(b) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdingsunder the Credit Documents;
(c) purchase money Indebtedness intercompany loans and advances to finance the acquisition, construction, Borrower or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price other Members of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expertConsolidated Group, and professional advisor fees intercompany loans and expenses; and (ii) no advances from any of such Indebtedness shall be refinanced for a principal amount in excess other Members of the principal balance outstanding thereon at Consolidated Group or SPVs to the time Borrower or any other Members of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expensesthe Consolidated Group;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person under any Interest Rate Protection Agreements or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereofany Currency Rate Protection Agreements;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty;
(g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions institutions, and (ii) arising from the honoring by a bank or other person Person of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(i) any other , all such Indebtedness in a principal amount not to exceed ten percent (10%) the Dollar Equivalent of Consolidated Net Tangible Assets $300,000,000 in the aggregate, aggregate at any one time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount;
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and
(k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacement.
Appears in 1 contract
Sources: Credit Agreement (Transocean Ltd.)
Subsidiary Indebtedness. Borrower will not permit Permit any of its Subsidiaries Subsidiary to contract, create, incur, assume or permit to exist any IndebtednessIndebtedness of such Subsidiary, other thanexcept:
(a) Indebtedness of any Subsidiary to the Borrower or any other Subsidiary;
(b) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted by this Section 7.02;
(c) Indebtedness owed to any Person (including obligations in respect of current accounts payable letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business and accrued expenses Indebtedness representing deferred compensation to employees incurred in the ordinary course of business;
(b) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdings;
(c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date of any Subsidiary in connection with the acquisition respect of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guarantiesbonds, bid bonds, appeal bonds, surety bonds, performance bonds and letters completion guarantees and similar obligations (other than in respect of credit issued other Indebtedness for borrowed money), in each case provided in the ordinary course of business and serving as Indebtedness arising from deposits and advance payments given or received in the ordinary course of business to, with or from landlords, customers or clients, or in connection with insurance arrangements; 54 Cboe Global Markets, Inc. – Credit Agreement (Term Loan Credit Facility)
(e) Indebtedness of a performance guarantySubsidiary in respect of non-speculative Swap Contracts relating to the business or operations of such Subsidiary;
(gf) Indebtedness under documentary credits issued arising from (A) the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds in connection with the purchase ordinary course of goods business, so long as such Indebtedness is repaid within five (5) Business Days;(B) customary cash management or treasury services, (C) any overdraft facilities in the ordinary course of business, or (D) cash pooling and notional pooling arrangements in the ordinary course of business;
(g) any Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of marketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or derivative transaction in the ordinary course of business; provided that the amount of such Indebtedness does not exceed the principal amount of the securities sold;
(h) Indebtedness (i) under unsecured overdraft lines consisting of credit or for working capital purposes the financing of insurance premiums in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person ordinary course of a check, draft or similar instrument inadvertently drawing against insufficient fundsbusiness;
(i) Indebtedness arising from agreements of any other Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement;
(j) Indebtedness in a incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including finance lease obligations and Synthetic Lease Obligations), and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except for any accrued but unpaid interest and premium or penalty payable by the terms of such Indebtedness thereon and reasonable fees and expenses associated therewith; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 7.02(j), when combined with the aggregate principal amount of all capital lease obligations and Synthetic Lease Obligations incurred pursuant to Section 7.02(k) shall not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, $25,000,000 at any one time outstanding;;
(jk) capital lease obligations and Synthetic Lease Obligations in an aggregateIndebtedness existing on the date hereof and set forth on Schedule 7.02 hereto and any refinancings, renewals, amendments or extensions thereof; provided that the principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.02(j), not in excess of $25,000,000 at any one time outstanding; of such Indebtedness is not increased at the time of such refinancing, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, renewal, amendment or extension;
(l) Indebtedness of any Person that becomes a Subsidiary after the Closing Date or Indebtedness acquired or assumed by any Subsidiary (not including any renewals, refinancings, replacements, or extensions thereof); provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary or such asset is acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary or such asset being acquired and (ii) immediately before and after such Person becomes a Subsidiary or such asset is acquired (or, if such transaction is to be made pursuant to a definitive acquisition agreement, at the time such acquisition agreement is executed and delivered, both before and after giving pro forma effect to the acquisition), no Default or Event of Default shall have occurred and be continuing; provided that the aggregate principal amount of Indebtedness permitted by this clause (m) shall not exceed $50,000,000 at any one time outstanding and the Borrower shall be in compliance with Section 7.04 of this Agreement; 55 Cboe Global Markets, Inc. – Credit Agreement (Term Loan Credit Facility)
(m) Indebtedness arising from letters of credit, guarantees, counter-indemnities, short term facilities, repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or transaction (including Swap Contracts) entered into by the Borrower or such Subsidiary engaged in Exchange and Clearing Operations in the ordinary course of its clearing, depository and settlement operations, or matters reasonably related or incidental thereto (including any letter of credit or guarantees provided to any central securities depositories or external custodians), or in the management of its liabilities; provided that the amount of such Indebtedness outstanding at any time does not exceed the market value of the securities or other assets sold, loaned or borrowed or otherwise permitted subject to such applicable agreement or transaction at such time;
(n) any Indebtedness arising under arrangements in connection with the participation in or through any clearing system or investment, commodities or stock exchange where the Indebtedness arises under the rules, normal procedures, agreements or legislation governing trading on or through such system or exchange; provided that any advances thereunder are repaid within five (5) Business Days following the date of such advance or any drawing under any letter of credit or guarantee;
(o) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment or purchase or acquisition price, or any put right or other clause purchase obligation of such Subsidiary, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Section 6.06 so long as each Subsidiary Agreement;
(p) Indebtedness of Borrower incurring EuroCCP in support of its settlement and clearing activities where such Indebtedness has delivered to arises under the Administrative Agent (A) a guaranty rules, normal procedures, agreements or legislation governing EuroCCP, is incurred in a form connection with its settlement and substance reasonably satisfactory to clearing activities or is incurred in connection with an agreement governing such Indebtedness; provided that any loans, advances or other outstanding Indebtedness thereunder are repaid within 35 days following the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing date on which such subsidiary guarantyloan or advance was made or any other such Indebtedness was incurred; and
(kq) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, other Indebtedness of the Indebtedness permitted above which, Subsidiaries in an aggregate principal amount not exceeding the case greater of (x) $250,000,000350,000,000 at any such extension, refinancing, renewal or replacement, does not increase one time outstanding and (y) 35.0% of Consolidated EBITDA for the amount four consecutive fiscal quarter period of the Borrower most-recently ended on or prior to the most recent date any Indebtedness being extendedis incurred in reliance on this clause (q) for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 6.01. 56 Cboe Global Markets, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacement.Inc. – Credit Agreement (Term Loan Credit Facility)
Appears in 1 contract
Sources: Term Loan Credit Agreement (Cboe Global Markets, Inc.)
Subsidiary Indebtedness. Borrower will not Allow or permit any of its Subsidiaries Subsidiary to contract, create, incur, assume or permit suffer to exist any Indebtedness, Indebtedness in an aggregate outstanding principal amount which exceeds 20% of Consolidated Net Worth as of the most recently ended fiscal quarter of the Company for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.01; other thanthan the following:
(a) Indebtedness owing to the Company or to any other Subsidiary of the Company;
(b) Guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of such Subsidiary;
(c) Indebtedness incurred by any Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of such Subsidiary pursuant to such agreements, in connection with acquisitions or dispositions of any business, assets or Subsidiary of such Subsidiary;
(d) Indebtedness owed to any Person (including obligations in respect of current accounts payable and accrued expenses letters of credit for the benefit of such Person) providing worker's compensation, health, disability or other employee benefits or property, casualty or liability insurance to any Subsidiary, or which may be deemed to exist pursuant to reimbursement or indemnification obligations to such Person;
(e) Indebtedness that may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business;
(bf) Indebtedness owing by a Subsidiary in respect of Borrower to Holdings or a Subsidiary of Holdings;
(c) purchase money Indebtedness to finance the acquisitionnetting services, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed overdraft protections and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date otherwise in connection with the acquisition a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guarantydeposit;
(g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of businesspursuant to a Permitted Securitization Transaction;
(h) Indebtedness (i) under unsecured overdraft lines outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of credit such Indebtedness is not increased at the time of such refinancing, refunding, renewal or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring extension except by an amount equal to a bank reasonable premium or other person of a checkreasonable amount paid, draft or similar instrument inadvertently drawing against insufficient fundsand fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;
(i) any other Indebtedness in a principal amount not to exceed ten percent (10%) respect of Consolidated Net Tangible Assets capital leases, synthetic lease obligations and purchase money obligations for fixed or capital assets within the limitations set forth in the aggregate, at any one time outstanding;
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty7.01(r); and
(k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacement.
Appears in 1 contract
Sources: Credit Agreement (Stryker Corp)
Subsidiary Indebtedness. Borrower will not permit Permit any of its Subsidiaries Subsidiary to contract, create, incur, assume or permit suffer to exist any Indebtedness, other thanexcept:
(a) obligations (contingent or otherwise) existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, foreign exchange rates or commodity prices, and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;
(b) Indebtedness of a Subsidiary of the Company owed to the Company or a wholly-owned Subsidiary of the Company, which Indebtedness shall (i) in the case of Indebtedness of a Guarantor owing to a Subsidiary that is not a Guarantor, be on terms (including subordination terms) reasonably acceptable to the Administrative Agent and (ii) be otherwise permitted under the provisions of Section 7.03;
(c) Indebtedness under the Loan Documents;
(d) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate;
(e) Guarantees by any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Company or any wholly-owned Subsidiary;
(f) Indebtedness in respect of current Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i);
(g) Indebtedness of any Person that becomes a Subsidiary of the Company after the Closing Date in accordance with the terms of Section 7.03(g), which Indebtedness is existing at the time such Person becomes a Subsidiary of the Company (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of the Company); provided that the direct or any contingent obligor with respect to such Indebtedness are not changed when such Person becomes a Subsidiary of the Company;
(h) unsecured Indebtedness of any Guarantor in an aggregate principal amount not to exceed at any one time outstanding an amount such that after giving effect to such incurrence, the Company and its Subsidiaries shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10 (determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b));
(i) Indebtedness of Subsidiaries that are not Guarantors in an aggregate principal amount not to exceed the difference between (i) the greater of (A) $250,000,000 and (B) 5.0% of Consolidated Net Tangible Assets (as determined based on the most recent financial statements delivered pursuant to Section 6.01) minus (ii) the aggregate principal amount of outstanding Indebtedness that is secured by Liens permitted under Section 7.01(x).
(j) Indebtedness consisting of obligations of any Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with any Permitted Acquisition;
(k) Indebtedness consisting of cash-pay obligations to holders of preferred equity, in an amount not to exceed $1,000,000 per fiscal year;
(l) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (except for Standard Securitization Undertakings) to the Company or any of its Subsidiaries;
(m) Indebtedness representing deferred compensation to employees of any Subsidiary;
(n) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts payable and accrued expenses incurred in the ordinary course of business;
(bo) Indebtedness owing by a Subsidiary consisting of Borrower to Holdings (A) the financing of insurance premiums or a Subsidiary (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of Holdingsbusiness;
(c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(dp) Indebtedness incurred after the Closing Date in connection by any Subsidiary constituting reimbursement obligations with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior respect to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty;business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; and
(gq) Indebtedness under documentary credits issued obligations in connection with the purchase respect of goods surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by any Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines of credit business or for working capital purposes in foreign countries consistent with financial institutions and (ii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(i) any other Indebtedness in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding;
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and
(k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacementpast practice.
Appears in 1 contract
Subsidiary Indebtedness. Borrower will The Parent shall not permit any of its Subsidiaries directly or indirectly to contract, create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, other thanexcept:
(a) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business[reserved];
(b) Indebtedness owing in respect of guaranties executed by a any Parent Credit Agreement Subsidiary Guarantor with respect to any Indebtedness of Borrower to Holdings or a Subsidiary the Parent, provided such Indebtedness is not incurred by the Parent in violation of Holdingsthis Agreement;
(c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease in respect of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expensesobligations secured by Customary Permitted Liens;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including constituting Contingent Obligations permitted by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereofSection 6.05;
(e) Indebtedness existing on arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary or (b) from the Closing DateParent to any wholly-owned Subsidiary;
(f) Indebtedness in respect of obligations under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guarantySwap Agreements permitted under Section 6.15;
(g) Indebtedness under documentary credits issued in connection with respect to surety, appeal and performance bonds obtained by any of the purchase of goods Parent’s Subsidiaries in the ordinary course of business;
(h) Prior to the Spin-Off Date, Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (ii) arising from incurred pursuant to the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient fundsSpinco High Yield Bond Financing so long as the Spinco High Yield Bond Conditions are satisfied;
(i) Indebtedness incurred in connection with any other Indebtedness in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstandingPermitted Receivables Facility;
(j) Indebtedness not otherwise permitted under any agreement governing the provision of treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; andcash management services;
(k) extensionsIndebtedness of any Subsidiary assumed in connection with any Permitted Acquisition so long as such Indebtedness is not incurred in contemplation of such Permitted Acquisition;
(l) Separation Obligations;
(m) Other Indebtedness in addition to that referred to elsewhere in this Section 6.01 incurred by the Parent’s Subsidiaries; provided that no Default or Event of Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and provided further that the aggregate outstanding amount of all Indebtedness incurred by the Parent’s Subsidiaries (other than Indebtedness incurred pursuant to clauses (b), refinancings(e), renewals (f), (i), (j) and (l) of this Section 6.01) shall not at any time exceed 25% of the Parent’s Consolidated Total Capitalization. Notwithstanding the foregoing, in no event shall (x) the Borrower directly or replacements indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness other than the Obligations and Indebtedness permitted pursuant to the foregoing clause (or successive extensions, refinancings, renewalse), or replacements), in whole or in part, (y) any Subsidiary of the Borrower directly or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness otherwise permitted above hereunder in an aggregate amount outstanding for all such Subsidiaries of the Borrower which, in the case together with Contingent Obligations permitted to be incurred by such Subsidiaries pursuant to Section 6.05, at any time exceeds 5% of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacementConsolidated Tangible Assets.
Appears in 1 contract
Subsidiary Indebtedness. The Borrower will not, and will not permit the Company to permit any of its the Company’s Subsidiaries to contractto, create, assume, incur, assume guarantee or permit to exist otherwise be or become liable in respect of any Indebtedness, other thanIndebtedness except:
(a) Indebtedness of any Subsidiary of the Company that is a Subsidiary Guarantor at the time of determination, provided that the Company shall have complied at the time of determination with the financial covenants set forth in respect of current accounts payable and accrued expenses incurred in the ordinary course of businessSection 4.10 hereof;
(b) Indebtedness owing by of a Subsidiary of Borrower the Company outstanding on the date of this Agreement (other than the Obligations) and listed on the Addendum and any renewals, extensions or refundings thereof, provided that (i) the principal amount thereof outstanding after giving effect to Holdings such renewal, extension or a Subsidiary refunding does not exceed the principal amount of Holdingssuch Indebtedness outstanding on the date of this Agreement and (ii) the direct or any contingent obligor with respect thereto is not changed;
(c) purchase money Indebtedness (i) owing to finance the acquisitionCompany or a Subsidiary Guarantor and (ii) of any Subsidiary Guarantor in respect of obligations under the Note Purchase Agreement;
(d) Indebtedness of a Subsidiary of the Company outstanding at the time such Subsidiary becomes a Subsidiary and any renewals, constructionextensions or refundings of such Indebtedness, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when shall not have been incurred shall in contemplation of such Subsidiary becoming a Subsidiary of the Company, (ii) the principal amount of such Indebtedness outstanding immediately after giving effect to any extension, renewal or refunding thereof does not exceed the purchase price principal amount of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs Subsidiary became a Subsidiary and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(diii) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to remains outstanding for a period of not more than 365 days from the date such acquisition and was not created in anticipation thereofSubsidiary becomes a Subsidiary;
(e) Indebtedness existing on the Closing Date;[reserved]; and
(f) Indebtedness under performance guarantiesnot otherwise permitted by clauses (a) through (e) above, performance bonds and letters provided that the sum of credit issued in the ordinary course of business and serving as a performance guaranty;
(g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines the aggregate principal amount of credit or for working capital purposes in foreign countries with financial institutions and all Indebtedness outstanding pursuant to this clause (f) plus (without duplication) (ii) arising from the honoring by a bank or other person aggregate principal amount of all Indebtedness that has the benefit of a check, draft or similar instrument inadvertently drawing against insufficient funds;
Lien under clause (i) any other Indebtedness in a principal amount not to exceed ten percent (10%m) of Consolidated Net Tangible Assets in the aggregateSection 5.4, shall not at any one time outstanding;
exceed an amount equal to 15% of Consolidated Total Assets (j) Indebtedness not otherwise permitted under any other clause as measured on the last day of this Section 6.06 so long as each Subsidiary the then most recently ended fiscal year of Borrower incurring such Indebtedness has the Company with respect to which financial statements have been delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and
(k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacementsBank), in whole or in part, of the Indebtedness permitted above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacement.
Appears in 1 contract
Sources: Loan Agreement (Evercore Inc.)
Subsidiary Indebtedness. The Borrower will not permit any Subsidiary of its Subsidiaries the Borrower to contractcreate, createissue, incur, assume assume, become liable in respect of or permit suffer to exist any Indebtedness, other thanexcept:
(a) Indebtedness of any Loan Party pursuant to any Loan Document;
(b) Indebtedness of any Subsidiary to the Borrower or any other Subsidiary;
(c) Guarantee Obligations incurred in respect the ordinary course of current accounts payable business by any Subsidiary of the Borrower of obligations of any other Subsidiary of the Borrower:
(d) Indebtedness outstanding on the Effective Date and accrued expenses listed on Schedule 6.2(d) and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof);
(e) unsecured Indebtedness of any Subsidiary that is a Loan Party;
(f) Indebtedness of any Person that becomes a Subsidiary; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) after giving pro forma effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing;
(g) Indebtedness arising from Swap Agreements entered into to hedge or mitigate risks to which any Group Member has actual exposure or otherwise entered into for non-speculative purposes;
(h) [reserved];
(i) Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any guarantees (other than for borrowed money), warranty or contractual service obligations, performance, surety, statutory appeal, bid, prepayment guaranty, payment (other than payment of Indebtedness) or completion of performance guarantees or performance bonds or similar obligations incurred in the ordinary course of business;
(bj) Indebtedness owing by a Subsidiary in respect of Borrower to Holdings or a Subsidiary letters of Holdings;
(c) purchase money Indebtedness to finance the acquisitioncredit, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guarantiesbank guarantees, performance bonds and letters of credit similar instruments issued in the ordinary course of business to landlords and serving as a performance guaranty;
(g) Indebtedness under documentary credits issued in connection with the purchase of goods to customs, import, trade tax and other similar foreign authorities in the ordinary course of business;
(hk) Indebtedness (i) under unsecured overdraft lines consisting of cash management services, including treasury, depository, overdraft, credit or for working capital purposes debit card, purchasing cards, electronic funds transfer and other cash management arrangements in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person ordinary course of a check, draft or similar instrument inadvertently drawing against insufficient fundsbusiness;
(il) any other Indebtedness in a principal amount not to exceed ten percent (10%) representing the financing of Consolidated Net Tangible Assets insurance premiums in the aggregate, at any one time outstandingordinary course of business;
(jm) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty extent constituting Indebtedness, obligations in a form respect of customary holdbacks, escrow arrangements, earn-out arrangements and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guarantypurchase price adjustments in connection with any acquisition or disposition not prohibited by this Agreement; and
(kn) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, additional Indebtedness of the Indebtedness permitted above whichBorrower’s Subsidiaries; provided that, in immediately after giving effect to the case incurrence of any such extensionIndebtedness in reliance on this clause (n), refinancing, renewal or replacement, does not increase the sum of (without duplication): (i) the aggregate outstanding principal amount of all Indebtedness incurred in reliance on this clause (n), plus (ii) the aggregate amount of Indebtedness being extended, refinanced, renewed or replaced, and other than amounts obligations then outstanding secured by Liens incurred in reliance on Section 6.3(v) shall not at any time exceed 12.5% of Consolidated Total Assets (with Consolidated Total Assets measured as of the end of the most recently completed fiscal quarter for which financial statements have been delivered pursuant to pay the costs of such extension, refinancing, renewal or replacementSection 5.1).
Appears in 1 contract
Sources: Term Loan Facility (Synopsys Inc)
Subsidiary Indebtedness. No Subsidiary of Borrower will not permit incur any of its Subsidiaries to contract, create, incur, assume or permit to exist any Indebtedness, Indebtedness other than:
(a) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of businessObligations;
(b) Guaranties by Guarantors of, and the incurrence of obligations by Guarantors as a co-obligor on (as distinguished from, and in addition to incurring such obligation as, a guarantor of), Indebtedness owing by a Subsidiary (i) arising under the US/Canada Credit Agreement, or (ii) of Borrower to Holdings or any other Restricted Person, the incurrence of which did not result in a Subsidiary Default or an Event of HoldingsDefault;
(c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed PMC (Nova Scotia) Company and Plains Midstream Canada pursuant to the purchase price of the asset(s) financed and all feesUS/Canada Credit Agreement, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of Plains Marketing pursuant to the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expensesHedged Inventory Credit Agreement;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior any Restricted Person owing to such acquisition and was not created in anticipation thereofanother Restricted Person;
(e) Indebtedness existing on of any Subsidiary described in clause (b) of the Closing Datedefinition of “Indebtedness” that is determinable but not yet earned; provided, Borrower reasonably contemplates that such Indebtedness will be repaid from the proceeds of one or more advances made by Borrower to such Subsidiary;
(f) Indebtedness under performance guarantiesof a Subsidiary acquired (including acquisition by merger, performance bonds consolidation or amalgamation) after the date hereof by a Restricted Person, which Indebtedness was incurred by such Subsidiary before the time of such acquisition, merger, consolidation or amalgamation, and letters was not created in contemplation thereof; provided, that contemporaneously with such acquisition, merger, consolidation or amalgamation, and so long as no adverse tax and/or regulatory consequences are caused thereby, such Subsidiary shall be a Guarantor subject to the provisions of credit issued in the ordinary course of business and serving as a performance guaranty;Section 6.9; and
(g) Indebtedness under documentary credits issued in connection with the purchase of goods not otherwise described in the ordinary course of business;
foregoing clauses (ha) Indebtedness through (if) under unsecured overdraft lines of credit owing by any one or for working capital purposes more Guarantors in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(i) any other Indebtedness in a an aggregate principal amount not to exceed ten at any time outstanding the greater of (A) $100,000,000 and (B) fifteen percent (1015%) of Consolidated Tangible Net Tangible Assets in the aggregate, at any one time outstanding;
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and
(k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacementWorth.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Plains All American Pipeline Lp)
Subsidiary Indebtedness. Borrower The Company will not permit any of its Subsidiaries Subsidiary, other than any Subsidiary Guarantor, to contract, create, incur, assume incur or permit suffer to exist any Indebtedness, other thanexcept:
(a) the Loans.
(b) Indebtedness (other than Securitization Obligations) outstanding on the date of this Agreement or incurred pursuant to commitments in existence on the date of this Agreement.
(c) Indebtedness of any Subsidiary to the Company or any other Subsidiary.
(d) (i) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) secured Indebtedness, including Finance Lease Obligations, the Liens with respect to which are permitted by Section 6.9(f).
(e) any refunding or refinancing of current accounts payable and accrued expenses incurred any Indebtedness referred to in clauses (a) through (d) above; provided that any such refunding or refinancing of Indebtedness referred to in clause (b), (c) or (d) does not increase the principal amount thereof.
(f) Securitization Obligations of special-purpose finance Subsidiaries; provided that no Person has recourse against the Company, any Subsidiary Borrower or any Significant Subsidiary for such Securitization Obligations other than recourse related to Standard Securitization Undertakings.
(g) Indebtedness arising from (i) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;
(b) Indebtedness owing by a Subsidiary of Borrower to Holdings or a Subsidiary of Holdings;
(c) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment) or property; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
(d) Indebtedness incurred after the Closing Date in connection with the acquisition of a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;
(e) Indebtedness existing on the Closing Date;
(f) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a performance guaranty;
(g) Indebtedness under documentary credits issued in connection with the purchase of goods in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person financial institution of a check, draft or similar instrument inadvertently drawing (except in the case of daylight overdrafts) drawn against insufficient funds;funds in the ordinary course of business.
(h) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed $100,000,000.
(i) Indebtedness of a Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any other Indebtedness obligations of the Company or any of its Subsidiaries incurred or assumed in a principal amount not to exceed ten percent (10%) connection with the disposition of Consolidated Net Tangible Assets any business, property or Subsidiary or otherwise in the aggregate, at any one time outstanding;ordinary course of business.
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; andarising from Rate Hedging Obligations.
(k) extensionsContingent Obligations (to the extent permitted by Section 6.11 and without duplication).
(l) Indebtedness outstanding under investment grade commercial paper programs.
(m) other Indebtedness; provided that, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, at the time of the creation, incurrence or assumption of such other Indebtedness permitted above whichand after giving effect thereto, the aggregate amount of all such other Indebtedness of the Subsidiaries does not exceed an amount equal to 3.0% of Consolidated Total Assets at such time.
(n) Indebtedness consisting of the financing of insurance premiums in the case ordinary course of any such extensionbusiness.
(o) Indebtedness under the Existing Revolving Loan Documents. The accrual of interest or fees, refinancing, renewal the accretion of accreted value and the payment of interest or replacement, does fees in the form of additional Indebtedness shall not increase the amount be deemed to be an incurrence of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs for purposes of such extension, refinancing, renewal or replacementthis Section 6.10.
Appears in 1 contract
Subsidiary Indebtedness. Borrower No Subsidiary will not permit any of its Subsidiaries to contract, create, incur, assume or permit to exist any Indebtedness, other thanexcept:
(a) Indebtedness existing on the Effective Date and set forth in respect schedule 6.01 attached to the Existing Credit Agreement (a copy of current accounts payable which schedule is also attached hereto for convenience) and accrued expenses incurred in extensions, renewals and replacements of any such Indebtedness that do not increase the ordinary course of business;outstanding principal amount thereof.
(b) Indebtedness owing by a of any Subsidiary of Borrower to Holdings Guarantor or a Subsidiary of Holdings;any other Subsidiary.
(c) purchase money Guarantees by any Subsidiary of Indebtedness of Guarantor or of any other Subsidiary to the extent such Indebtedness is permitted under the Obligation Documents and other material agreements governing the Indebtedness of Guarantor.
(d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction, construction or improvement, improvement of any fixed or capital lease assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets (including equipment) or propertysecured by a Lien on any such assets prior to the acquisition thereof and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness when is incurred shall not exceed prior to or within 120 days after such acquisition or the purchase price completion of the asset(s) financed and all feessuch construction or improvement, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) no such Indebtedness shall be refinanced for a the aggregate principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses;
Indebtedness permitted by this clause (d) when aggregated (without duplication) with all Indebtedness incurred after the Closing Date in connection under clause (g) below, with the acquisition aggregate amount of a person or property all claims and obligations secured by Liens permitted pursuant to clauses (including by consolidation or mergerd) as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;(f) of
(e) Indebtedness existing on of any Person that becomes a Subsidiary after April 30, 1997; provided that such Indebtedness exists at the Closing Date;time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary.
(f) Indebtedness under performance guaranties, performance bonds and of any Subsidiary as an account party in respect of trade letters of credit issued in the ordinary course of business and serving as a performance guaranty;credit.
(g) Other unsecured Indebtedness of the Subsidiaries in an aggregate principal amount outstanding at any time that, when aggregated (without duplication) with all Indebtedness incurred under documentary credits issued clause (d) above, with the aggregate amount of all claims and obligations secured by Liens permitted pursuant to clauses (d) and (f) of Paragraph 3.02 and with the aggregate book value or sale price of the assets sold in sale and leaseback transactions permitted pursuant to Paragraph 3.03 does not exceed 30% of Consolidated Tangible Assets as of the last day of the most recent fiscal period in respect of which financial statements shall have been delivered pursuant to Paragraph 2.01 of this Schedule.
(i) Indebtedness of any Special Purpose Subsidiary; or (ii) Indebtedness of any other Subsidiary incurred by such Subsidiary in connection with the purchase incurrence of goods in the ordinary course of business;
(h) Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(i) any other Indebtedness in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding;
(j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and
(k) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacementSpecial Purpose Subsidiary.
Appears in 1 contract
Sources: Guaranty (Solectron Corp)