Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower to create, incur or suffer to exist, any Indebtedness, except: (i) Obligations owing to Agent and Lenders; (ii) Indebtedness, including, without limitation, BET Subordinated, Debt existing on the date of this Agreement and listed on Exhibit 8.2.3; (iii) Permitted Purchase Money Indebtedness; (iv) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (v) guaranties of any Indebtedness permitted hereunder; (vi) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v); (vii) obligations to pay Rentals permitted by subsection 8.2.18; (viii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed; (ix) Replacement Subordinated Debt; and (x) Indebtedness not included in paragraphs (i) through (ix) above which does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars ($500,000).
Appears in 2 contracts
Samples: Loan and Security Agreement (Velocity Express Corp), Loan and Security Agreement (Velocity Express Corp)
Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower its Subsidiaries to create, incur or suffer to exist, any Indebtedness, except:
(i) Obligations owing to Agent and Lendersor any Lender under this Agreement or any of the other Loan Documents;
(ii) Indebtedness, including, without limitation, BET Subordinated, Debt Indebtedness evidenced by the Convertible Notes and the other Convertible Note Documents (each as in effect as of the date hereof);
(iii) Indebtedness existing on as of the date of this Agreement and listed on Exhibit 8.2.3;
(iiiiv) the Other Indebtedness;
(v) Permitted Purchase Money Indebtedness;
(ivvi) Subordinated Debt;
(vii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(vviii) guaranties of any Indebtedness permitted hereunderunder this subsection 8.2.3;
(viix) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v)Loans;
(viix) obligations to pay Rentals permitted by subsection 8.2.18;
(viiixi) Derivative Obligations entered into in order to hedge interest rate or currency risk and not for speculative purposes;
(xii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed;
(ix) Replacement Subordinated Debt; and
(xxiii) Indebtedness not included in paragraphs (i) through (ixxii) above which does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars ($500,000)5,000,000.
Appears in 2 contracts
Samples: Loan and Security Agreement (Wabash National Corp /De), Loan and Security Agreement (Wabash National Corp /De)
Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower to create, incur or suffer to exist, any Indebtedness, except:
(i) Obligations owing to Agent and and/or Lenders;
(ii) Indebtedness, including, without limitation, BET Subordinated, Subordinated Debt existing on the date of this Agreement and listed on Exhibit 8.2.3Agreement;
(iii) Permitted Purchase Money IndebtednessIndebtedness of Borrower to any Subsidiary of Borrower;
(iv) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed) which are not aged more than 90 days from billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being actively contested in good faith and by appropriate and lawful proceedings; and Borrower or such Subsidiary shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower or such Subsidiary and its independent accountants;
(v) Obligations to pay Rentals permitted by subsection 8.2.12;
(vi) Purchase Money Indebtedness in an aggregate amount not to exceed $200,000 (excluding capitalized leases);
(vii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(v) guaranties of any Indebtedness permitted hereunder;
(vi) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v);
(vii) obligations to pay Rentals permitted by subsection 8.2.18;; and
(viii) to Indebtedness under the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money BorrowedShareholder Notes;
(ix) Replacement Subordinated Debt; and
(x) Indebtedness not included in paragraphs (i) through (ixvii) above which does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars ($500,000)250,000.
Appears in 2 contracts
Samples: Loan and Security Agreement (Nations Flooring Inc), Loan and Security Agreement (Nations Flooring Inc)
Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower to create, incur or suffer to exist, any Indebtedness, except:
(i) Obligations owing to Agent and LendersLender;
(ii) Indebtedness, including, without limitation, BET Subordinated, Subordinated Debt existing on the date of this Agreement and listed on Exhibit 8.2.3Agreement;
(iii) Indebtedness of any Subsidiary of Borrower to Borrower;
(iv) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed and current trade creditors in the ordinary course of business) which are not aged more than one hundred twenty (120) days from billing date or more than sixty (60) days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being actively contested in good faith and by appropriate and lawful proceedings; and Borrower or such Subsidiary shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower or such Subsidiary and its independent accountants;
(v) [Omitted.];
(vi) Permitted Purchase Money Indebtedness;
(ivvii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(v) guaranties of any Indebtedness permitted hereunder;
(vi) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v);
(vii) obligations to pay Rentals permitted by subsection 8.2.18;
(viii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed;
(ix) Replacement Subordinated Debt; and
(xviii) Indebtedness not included in paragraphs (i) through (ixvii) above which does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars ($500,000)25,000.00.
Appears in 2 contracts
Samples: Loan and Security Agreement (Iwt Tesoro Corp), Loan and Security Agreement (Iwt Tesoro Corp)
Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower to create, incur incur, or suffer to exist, any Indebtedness, except:
(ia) Obligations owing to Agent and Lendersthe Lender Group;
(iib) Indebtedness, including, without limitation, BET Subordinated, Debt existing Indebtedness identified on the date of this Agreement and listed on Exhibit Schedule 8.2.3;
(iiic) Indebtedness of any Subsidiary of Borrower to Borrower;
(d) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed) which are not aged more than 120 days from billing date or more than 30 days from the due date, in each case, incurred in the ordinary course of business and paid within such time period, unless the same are being actively contested in good faith and by appropriate and lawful proceedings, and Borrower or such Subsidiary shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower or such Subsidiary and its independent accountants;
(e) Obligations to pay Rentals permitted by Section 8.2.13 hereof;
(f) Permitted Purchase Money Indebtedness;
(ivg) Subordinated Debt in amounts and on terms acceptable to the Required Lenders;
(h) Indebtedness evidenced by Permitted Interest Rate or Currency Protection Agreements of Borrower;
(i) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(v) guaranties of any Indebtedness permitted hereunder;
(vi) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v);
(vii) obligations to pay Rentals permitted by subsection 8.2.18;
(viii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed;
(ix) Replacement Subordinated Debt; and
(xj) Indebtedness not included in paragraphs (ia) through (ixg) above which does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars ($500,000)100,000.
Appears in 1 contract
Samples: Loan and Security Agreement (Questron Technology Inc)
Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower to create, incur or suffer to exist, exist any Indebtedness, except:
(ia) Obligations owing to Agent and LendersLender;
(iib) Indebtedness, including, without limitation, BET Subordinated, Debt existing on the date of this Agreement and listed on Exhibit 8.2.3[Intentionally omitted];
(iiic) Permitted Purchase Money Indebtedness[Intentionally omitted];
(ivd) contingent liabilities arising out of endorsements of checks accounts payable to trade creditors and current operating expenses (other negotiable instruments than for deposit or collection Money Borrowed) which are not aged more than one hundred twenty (120) days from the billing date, in each case incurred in the ordinary course of businessbusiness and paid within such time period, unless the same are being actively contested in good faith and by appropriate and lawful proceedings and Borrower shall have set aside such reserves, if any, with respect thereto as are 26 required by GAAP and deemed adequate by Borrower and its independent accountants;
(ve) guaranties accounts payable to trade creditors and current operating expenses (other than for Money Borrowed) which are not aged more than ninety (90) days from the due date nor more than two hundred forty (240) days from the billing date, in each case incurred in the ordinary course of any Indebtedness permitted hereunderbusiness and paid within such time period, unless the same are being actively contested in good faith and by appropriate and lawful proceedings and Borrower shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower and its independent accountants;
(vif) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v);
(vii) obligations Obligations to pay Rentals permitted by subsection 8.2.188.2.13 hereof;
(viii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed;
(ix) Replacement Subordinated Debt; and
(x) Indebtedness not included in paragraphs (i) through (ix) above which does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars ($500,000).
Appears in 1 contract
Samples: Loan and Security Agreement (Meade Instruments Corp)
Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower to create, incur or suffer to exist, any Indebtedness, except:
(i) Obligations owing to Agent and LendersLender;
(ii) Indebtedness, including, without limitation, BET Subordinated, Debt existing on the date of this Agreement and Indebtedness listed on Exhibit 8.2.3O hereto and refinancing thereof on terms no less favorable to the obligor;
(iii) Indebtedness of any Subsidiary of any Borrower to that Borrower;
(iv) accounts payable to trade creditors and payables incurred in the operation of the businesses of the Borrowers and their respective Subsidiaries (other than for Money Borrowed not permitted under subsection (iii) above) which are not aged more than 120 days from billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being actively contested in good faith and by appropriate and lawful proceedings; and such Borrower or such Subsidiary shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by such Borrower or such Subsidiary and its independent accountants;
(v) Obligations to pay Rentals permitted by subsection 8.2.13;
(vi) Permitted Purchase Money Indebtedness;
(ivvii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(v) guaranties of any Indebtedness permitted hereunder;
(vi) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v);
(vii) obligations to pay Rentals permitted by subsection 8.2.18;
(viii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed;
(ix) Replacement Subordinated Debt; and
(xviii) Indebtedness not included in paragraphs (i) through (ixvii) above which does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars ($500,000)100,000.
Appears in 1 contract
Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower to create, incur or suffer to exist, any Indebtedness, except:
(i) Obligations owing to Agent and LendersLender;
(ii) Indebtedness, including, without limitation, BET Subordinated, Subordinated Debt existing on the date of this Agreement and listed on Exhibit 8.2.3Agreement;
(iii) Indebtedness of any Subsidiary of Borrower to Borrower;
(iv) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed) which are not aged more than one hundred twenty (120) days from billing date or more than thirty (30) days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being actively contested in good faith and by appropriate and lawful proceedings; and Borrower or such Subsidiary shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower or such Subsidiary and its independent accountants;
(v) Obligations to pay Rentals permitted by SUBSECTION 8.2.13;
(vi) Permitted Purchase Money Indebtedness;
(ivvii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(v) guaranties of any Indebtedness permitted hereunder;
(vi) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v);
(vii) obligations to pay Rentals permitted by subsection 8.2.18;
(viii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed;
(ix) Replacement Subordinated Debt; and
(xviii) Indebtedness not included in paragraphs (iI) through (ixVII) above which does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars ($500,000)25,000.
Appears in 1 contract
Samples: Loan and Security Agreement (Media Sciences International Inc)
Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower to create, incur or suffer to exist, any Indebtedness, except:
(i) Obligations owing to Agent and LendersLender hereunder;
(ii) IndebtednessTrade payables and normal expense accruals in the ordinary course of business, includingnot yet due and payable, without limitation, BET Subordinated, Debt existing or with respect to which a Borrower is contesting in good faith the amount or the validity thereof in appropriate proceedings diligently pursued and with respect to which adequate reserves have been set aside on the date of this Agreement and listed on Exhibit 8.2.3its books;
(iii) Permitted Purchase Money IndebtednessIndebtedness attributable to the ESOP notes to the extent that such Indebtedness is attributable to UNF in accordance with GAAP;
(iv) contingent Indebtedness attributable to the Working Capital Facility;
(v) Contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(v) guaranties of any Indebtedness permitted hereunder;
(vi) Indebtedness in respect of Intercompany loans otherwise permitted under subsection 8.2.2(v)Subsection 6.2.1;
(vii) obligations to pay Rentals permitted by subsection 8.2.18;Unsecured Indebtedness incurred among the Borrowers; and
(viii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Permitted Purchase Money BorrowedIndebtedness;
(ix) Replacement Subordinated Debt; and
(x) Indebtedness not included in paragraphs (i) through (ixvii) above which is not secured by any Lien and does not exceed at any time, in the aggregateaggregate $5,000,000, or such greater amount as allowed under the sum of Five Hundred Thousand Dollars ($500,000)Working Capital Facility, as to all Borrowers and their Subsidiaries.
Appears in 1 contract
Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower to create, incur or suffer to exist, any Indebtedness, except:
(i) Obligations owing to Agent and LendersAgent, FCC or Lenders hereunder or under the Loan Documents;
(ii) IndebtednessTrade payables and normal expense accruals in the ordinary course of business, includingnot yet due and payable, without limitation, BET Subordinated, Debt existing or with respect to which a Borrower is contesting in good faith the amount or the validity thereof in appropriate proceedings diligently pursued and with respect to which adequate reserves have been set aside on the date of this Agreement and listed on Exhibit 8.2.3its books;
(iii) Indebtedness under the ESOP Notes to the extent that such Indebtedness is attributable to UNF in accordance with GAAP;
(iv) Permitted Purchase Money Indebtedness;
(ivv) contingent Contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(v) guaranties of any Indebtedness permitted hereunder;
(vi) Indebtedness in respect of Intercompany loans otherwise permitted under subsection 8.2.2(v)Subsection 9.2.1;
(vii) obligations to pay Rentals permitted by subsection 8.2.18Unsecured Indebtedness incurred among the Borrowers;
(viii) Indebtedness not to exceed in principal amount the extent not included above, trade payables, accruals greater of $38,833,331.33 or seventy five percent (75%) of the appraised fair market value of the real property mortgaged to secure the Term Loan and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed;
(ix) Replacement Subordinated Debtinterest rate swap and hedging agreements and instruments relating thereto; and
(xix) Indebtedness not included in paragraphs (i) through (ixviii) above which is not secured by any Lien on any Collateral and does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars (aggregate $500,000)30,000,000 as to all Borrowers and their Subsidiaries.
Appears in 1 contract
Samples: Loan and Security Agreement (United Natural Foods Inc)
Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower its Subsidiaries to create, incur or suffer to exist, any Indebtedness, except:
(i) Obligations owing to Agent and LendersLender;
(ii) Indebtedness, including, without limitation, BET Subordinated, Subordinated Debt existing on the date of this Agreement and listed on Exhibit 8.2.3Agreement;
(iii) Indebtedness of any Subsidiary of Borrower to Borrower;
(iv) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed) which are not aged more than 45 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being Properly Contested;
(v) obligations to pay Rentals permitted by SECTION 8.2.13;
(vi) Permitted Purchase Money Indebtedness;
(ivvii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(v) guaranties of any Indebtedness permitted hereunder;
(viviii) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v);
(vii) obligations to pay Rentals permitted by subsection 8.2.18;
(viii) to existing on the extent not included above, trade payables, accruals date hereof and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed;
(ix) Replacement Subordinated Debtdescribed on EXHIBIT Q hereto; and
(xix) Indebtedness not included in paragraphs PARAGRAPHS (iI) through (ixVIII) above which which, as to Borrower, does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars ($500,000).
Appears in 1 contract
Samples: Loan and Security Agreement (Advanced Technical Products Inc)
Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower to create, incur or suffer to exist, any Indebtedness, except:
(i) Obligations owing to Agent and and/or Lenders;
(ii) Indebtedness, including, without limitation, BET Subordinated, Subordinated Debt existing on the date of this Agreement and listed on Exhibit 8.2.3Agreement;
(iii) Permitted Purchase Money IndebtednessIndebtedness of Borrower to any Subsidiary of Borrower;
(iv) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed) which are not aged more than 90 days from billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being actively contested in good faith and by appropriate and lawful proceedings; and Borrower or such Subsidiary shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower or such Subsidiary and its independent accountants;
(v) Obligations to pay Rentals permitted by subsection 8.2.12;
(vi) Purchase Money Indebtedness in an aggregate amount not to exceed $200,000 (excluding capitalized leases);
(vii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(v) guaranties of any Indebtedness permitted hereunder;
(vi) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v);
(vii) obligations to pay Rentals permitted by subsection 8.2.18;
(viii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed;
(ix) Replacement Subordinated Debt; and
(xviii) Indebtedness not included in paragraphs (i) through (ixvii) above which does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars ($500,000)1,000,000.
Appears in 1 contract
Samples: Loan and Security Agreement (Executone Information Systems Inc)
Total Indebtedness. Create, incur, assume, or suffer ------------------- to exist, or permit any Subsidiary of any Borrower to create, incur or suffer to exist, any Indebtedness, except:
(i) Obligations owing to Agent and LendersLender;
(ii) Indebtedness, including, without limitation, BET Subordinated, Subordinated Debt existing on the date of this Agreement and listed on Exhibit 8.2.3Agreement;
(iii) Indebtedness of any Subsidiary of any Borrower to such Borrower;
(iv) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed) which are not aged more than 60 days from billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being actively contested in good faith and by appropriate and lawful proceedings; and Borrower or such Subsidiary shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower or such Subsidiary and its independent accountants;
(v) Obligations to pay Rentals permitted by subsection 8.2.13;
(vi) Permitted Purchase Money Indebtedness;
(ivvii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(v) guaranties of any Indebtedness permitted hereunder;
(vi) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v);
(vii) obligations to pay Rentals permitted by subsection 8.2.18;; and
(viii) Indebtedness pursuant to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed;
(ix) Replacement Subordinated Debt; and
(x) Indebtedness not included in paragraphs (i) through (ix) above which does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars ($500,000)Securitization Documents.
Appears in 1 contract
Samples: Loan and Security Agreement (D & K Healthcare Resources Inc)
Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower to create, incur incur, assume or suffer to exist, any Indebtedness, except:
(i) Obligations owing to Agent and LendersLender;
(ii) Indebtedness, including, without limitation, BET Subordinated, Debt existing on the date of this Agreement and listed on Exhibit 8.2.3Subordinated Debt;
(iii) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed), in each case incurred in the ordinary course of business and consistent with past practices and paid within the normal time period, unless the same are being actively contested in good faith and by appropriate and lawful proceedings; and such Borrower shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by such Borrower and its independent accountants;
(iv) Obligations to pay Rentals permitted by subsection 8.2.13 and Capitalized Lease Obligations permitted under subsection 8.2.11;
(v) Permitted Purchase Money Indebtedness;
(ivvi) taxes not yet due or being contested in the manner described in subsection 7.1.14 hereto;
(vii) Unsecured Indebtedness of Borrowers not to exceed $3,000,000 at any one time outstanding;
(viii) Indebtedness of any Borrower or any Subsidiary of a Borrower existing on the date hereof as set forth on Exhibit 8.2.3 hereto;
(ix) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(v) guaranties of any Indebtedness permitted hereunder;
(vi) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v);
(vii) obligations to pay Rentals permitted by subsection 8.2.18;
(viii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed;
(ix) Replacement Subordinated Debt; and
(x) Indebtedness not included in paragraphs (i) through (ix) above which does not exceed at of any time, in the aggregate, the sum Borrower or Subsidiary of Five Hundred Thousand Dollars ($500,000)any Borrower to another Borrower.
Appears in 1 contract
Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower to create, incur or suffer to exist, any Indebtedness, except:
(ia) Obligations owing to Agent and or Lenders;
(iib) Indebtedness, including, without limitation, BET Subordinated, Debt existing on the date Indebtedness of this Agreement and listed on Exhibit 8.2.3any Subsidiary of Borrowers to Borrowers;
(iiic) accounts payable to trade creditors and obligations and accruals for current operating expenses (other than for Money Borrowed) which are not aged more than one hundred twenty (120) days from billing date or more than thirty (30) days from due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being actively contested in good faith and by appropriate and lawful proceedings; and Borrowers or such Subsidiary shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrowers or such Subsidiary and their independent accountants;
(d) Obligations to pay Rentals permitted by subsection 8.2.9;
(e) Permitted Purchase Money IndebtednessIndebtedness in an amount not to exceed at any time Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000.00) in the aggregate;
(ivf) contingent liabilities arising out of (A) guarantees permitted under subsection 8.2.6 or as otherwise permitted in this Agreement, (B) endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
business and (vC) guaranties of any Indebtedness permitted hereunder;
(vi) Indebtedness in respect of Intercompany loans permitted payments under subsection 8.2.2(v);
(vii) obligations to pay Rentals permitted by subsection 8.2.18;
(viii) to the extent not included abovelease agreements, trade payables, accruals employment agreements and accounts payable other agreements entered into in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowedupon fair and reasonable terms;
(ixg) Replacement Subordinated Debt; and
(xh) Indebtedness not included in paragraphs (ia) through or (ixg) above above, or not otherwise specifically permitted under this Agreement, which does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Two Million and 00/100 Dollars ($500,0002,000,000.00).
Appears in 1 contract
Samples: Loan and Security Agreement (Gulfside Supply, Inc.)
Total Indebtedness. Create, incur, assume, or suffer to ------------------ exist, or permit any Subsidiary of any Borrower to create, incur or suffer to exist, any Indebtedness, except:
(i) Obligations owing to Agent and LendersLender;
(ii) Indebtedness, including, without limitation, BET Subordinated, Subordinated Debt existing on the date of this Agreement and listed on Exhibit 8.2.3Agreement;
(iii) Indebtedness of any Subsidiary of any Borrower to such Borrower;
(iv) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed) which are not aged more than 60 days from billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being actively contested in good faith and by appropriate and lawful proceedings; and Borrower or such Subsidiary shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower or such Subsidiary and its independent accountants;
(v) Obligations to pay Rentals permitted by subsection 8.2.13;
(vi) Permitted Purchase Money Indebtedness;
(ivvii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(v) guaranties of any Indebtedness permitted hereunder;
(vi) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v);
(vii) obligations to pay Rentals permitted by subsection 8.2.18;; and
(viii) Indebtedness pursuant to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed;
(ix) Replacement Subordinated Debt; and
(x) Indebtedness not included in paragraphs (i) through (ix) above which does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars ($500,000)Securitization Documents.
Appears in 1 contract
Samples: Loan and Security Agreement (D & K Healthcare Resources Inc)
Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower its Subsidiaries to create, incur or suffer to exist, any Indebtedness, except:
(i) Obligations owing to Agent and LendersLender;
(ii) Indebtedness, including, without limitation, BET Subordinated, Subordinated Debt existing on the date of this Agreement and listed on Exhibit 8.2.3Agreement;
(iii) Indebtedness of any Subsidiary of Borrower to Borrower;
(iv) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed) which are not aged more than thirty (30) days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being Properly Contested;
(v) Obligations to pay Rentals permitted by Section 8.2.13;
(vi) Permitted Purchase Money Indebtedness;
(ivvii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(v) guaranties of any Indebtedness permitted hereunder;
(viviii) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v);
(vii) obligations to pay Rentals permitted by subsection 8.2.18;
(viii) to existing on the extent not included above, trade payables, accruals date hereof and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed;
(ix) Replacement Subordinated Debtdescribed on Exhibit O hereto; and
(xix) Indebtedness not included in paragraphs (i) through (ixviii) above which does not exceed at any time, in the aggregate, the sum of Five Hundred Fifty Thousand Dollars ($500,00050,000).
Appears in 1 contract
Samples: Loan and Security Agreement (Black Warrior Wireline Corp)
Total Indebtedness. CreateBaldxxx xxxll not create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower to create, incur or suffer to exist, any Indebtedness, except:
(i) Obligations owing to Agent and Lendersthe Obligations;
(ii) Indebtedness, including, without limitation, BET Subordinated, Debt existing on the date of this Agreement and listed on Exhibit 8.2.3Subordinated Debt;
(iii) Permitted Purchase Money IndebtednessCapital Leases not prohibited by Section 10.2(h) for Capital Expenditures;
(iv) contingent liabilities arising out Indebtedness incurred in connection with the Previous Fifth Third Transaction;
(v) Indebtedness of endorsements of checks any Subsidiary to Baldxxx;
(vi) accounts payable to trade creditors and current operating expenses (other negotiable instruments than for deposit or collection money borrowed) incurred in the ordinary course of business;
business which are aged not more than thirty (v30) guaranties of any Indebtedness permitted hereunder;
(vi) Indebtedness days past due, unless actively contested in respect of Intercompany loans permitted under subsection 8.2.2(v)good faith and by appropriate and lawful proceedings and for which adequate reserves have been established in accordance with GAAP;
(vii) obligations to pay Rentals permitted by subsection 8.2.18Section 10.2(o);
(viii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course guaranties by Borrower of business (in each case to the extent not overdue) not for Money BorrowedIndebtedness of KAC;
(ix) Replacement Subordinated Debtany obligations incurred pursuant to the Permitted Securitization Documentation; and
(x) Indebtedness not included guaranties permitted pursuant to Section 10.2(m); and
(xi) Reimbursement Obligations incurred in paragraphs (i) through (ix) above which does not exceed at any time, in the aggregate, the sum connection with Letters of Five Hundred Thousand Dollars ($500,000)Credit.
Appears in 1 contract
Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower to create, incur or suffer to exist, any IndebtednessIndebtedness for Borrowed Money, except:
: (i) Obligations owing to Agent and Lenders;
Lender; (ii) Indebtedness, including, without limitation, BET Subordinated, Debt existing on the date Indebtedness for Borrowed Money of this Agreement and listed on Exhibit 8.2.3;
any Subsidiary to Borrower; (iii) accounts payable to trade creditors which are not more than thirty (30) days past due and current operating expenses (other than for Indebtedness for Borrowed Money) which are not more than thirty (30) days past due, in each case incurred in the ordinary course of business and paid within such time period, unless the same are actively being contested in good faith and by appropriate and lawful proceedings; and the Borrower shall have set aside such reserves, if any, with respect thereto as are required by generally accepted accounting principles and deemed adequate by Borrower and its independent accountants; (iv) obligations to pay Rentals permitted by Section 9.2(V); (v) Permitted Purchase Money Indebtedness;
; (ivvi) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(v) guaranties of any Indebtedness permitted hereunder;
(vi) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v);
; and (vii) obligations to pay Rentals permitted by subsection 8.2.18;
(viii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not Indebtedness for Borrowed Money Borrowed;
(ix) Replacement Subordinated Debt; and
(x) Indebtedness not included in paragraphs (i) through (ixvi) above which does not exceed at any time, in the aggregate, the sum of Five Three Hundred Thousand and No/100 Dollars ($500,000300,000).
Appears in 1 contract
Samples: Loan and Security Agreement (Franklin Ophthalmic Instruments Co Inc)
Total Indebtedness. Create, incur, assume, or suffer to ------------------ exist, or permit any Subsidiary of any Borrower their respective Subsidiaries to create, incur or suffer to exist, any Indebtedness, except:
(iA) Obligations owing to Agent and LendersLender;
(iiB) Indebtedness, including, without limitation, BET Subordinated, Debt existing on Obligations with respect to the date of this Agreement and listed on Exhibit 8.2.3RSTW Debt;
(iiiC) Indebtedness with respect to the Convertible Notes;
(D) Indebtedness of any Subsidiaries of a Borrower to such Borrower;
(E) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed) which are not aged more than thirty (30) days from the due date specified in the original invoice or for more than sixty (60) days if no due date is specified, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being Properly Contested;
(F) Obligations to pay Rentals permitted by Section 8.2.12; --------------
(G) Permitted Purchase Money Indebtedness;
(ivH) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(vI) guaranties of Indebtedness existing on the date hereof (including, but not limited to, Indebtedness for the Excluded Property) and described on Exhibit ------- O to the Original Agreement or any Indebtedness permitted hereunder;amendments to such Exhibit attached to this - Agreement; and ---------
(vi) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v);
(vii) obligations to pay Rentals permitted by subsection 8.2.18;
(viii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed;
(ix) Replacement Subordinated Debt; and
(xJ) Indebtedness not included in paragraphs (iA) through (ixI) above which does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars ($500,000)250,000.00.
Appears in 1 contract
Samples: Loan and Security Agreement (Avalon Community Services Inc)
Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower to create, incur or suffer to exist, any Indebtedness, except:
(i) Obligations owing to Agent and LendersLender;
(ii) Indebtedness, including, without limitation, BET Subordinated, Subordinated Debt existing on the date of this Agreement and listed on Exhibit 8.2.3Agreement;
(iii) Indebtedness of any Subsidiary of Borrower to Borrower;
(iv) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed) which are not aged more than 60 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being actively contested in good faith and by appropriate and lawful proceedings; and Borrower or such Subsidiary shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower or such Subsidiary and its independent accountants;
(v) Obligations to pay Rentals permitted by subsection 8.2.13;
(vi) Permitted Purchase Money Indebtedness;
(ivvii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(v) guaranties of any Indebtedness permitted hereunder;
(viviii) Indebtedness in with respect of Intercompany loans permitted under subsection 8.2.2(v);
(vii) obligations to pay Rentals permitted by subsection 8.2.18;
(viii) to the extent not included above, trade payables, accruals and accounts payable Real Property in the ordinary course form of business (those monetary Liens set forth in each case to the extent not overdue) not for Money Borrowed;
(ix) Replacement Subordinated DebtSection 8.2.5 hereunder; and
(xix) Indebtedness not included in paragraphs (i) through (ixviii) above which does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars ($500,000)100,000.00.
Appears in 1 contract
Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower its Subsidiaries to create, incur or suffer to exist, any Indebtedness, except:
(i) Obligations owing to Agent and Lendersor any Lender under this Agreement or any of the other Loan Documents;
(ii) Indebtedness, including, without limitation, BET Subordinated, Debt Indebtedness evidenced by the Convertible Notes and the other Convertible Note Documents (each as in effect as of the date hereof);
(iii) Indebtedness existing on as of the date of this Agreement and listed on Exhibit 8.2.3;
(iiiiv) New Convertible Note Indebtedness;
(v) Permitted Purchase Money Indebtedness;
(ivvi) Subordinated Debt;
(vii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(vviii) guaranties of any Indebtedness permitted hereunderunder this subsection 8.2.3;
(viix) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v)Loans;
(viix) obligations to pay Rentals permitted by subsection 8.2.18;
(viiixi) Derivative Obligations entered into in order to hedge interest rate or currency risk and not for speculative purposes;
(xii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed;
(ix) Replacement Subordinated Debt; and
(xxiii) Indebtedness not included in paragraphs (i) through (ixxii) above which does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars ($500,000)20,000,000.
Appears in 1 contract
Samples: Loan and Security Agreement (Wabash National Corp /De)
Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower to create, incur or suffer to exist, any Indebtedness, except:
(i) Obligations owing to Agent and LendersLender;
(ii) Indebtedness, including, without limitation, BET Subordinated, Subordinated Debt existing on the date of this Agreement and listed on Exhibit 8.2.3Agreement;
(iii) Indebtedness of any Subsidiary of Borrower to Borrower;
(iv) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed) which are not aged more than one hundred twenty (120) days from billing date or more than thirty (30) days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being actively contested in good faith and by appropriate and lawful proceedings; and Borrower or such Subsidiary shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower or such Subsidiary and its independent accountants;
(v) Obligations to pay Rentals permitted by Section 8.2.13;
(vi) Permitted Purchase Money Indebtedness;
(ivvii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(v) guaranties of any Indebtedness permitted hereunder;
(vi) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v);
(vii) obligations to pay Rentals permitted by subsection 8.2.18;; and
(viii) Indebtedness owing to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed;
(ix) Replacement Subordinated Debt; and
(x) Indebtedness not included in paragraphs (i) through (ix) above credit card companies which does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars ($500,000)750,000.
Appears in 1 contract
Samples: Loan and Security Agreement (Allied Healthcare Products Inc)
Total Indebtedness. CreateBorrower shall not create, incur, assume, assume or suffer to exist, or permit any Subsidiary of any Borrower to create, incur or suffer to exist, any Indebtedness, except:
(i) Obligations owing to Agent and Lendersthe Obligations;
(ii) Indebtedness, including, without limitation, BET Subordinated, Debt existing on the date of this Agreement and listed on Exhibit 8.2.3Subordinated Debt;
(iii) Permitted Purchase Money IndebtednessIndebtedness of any Subsidiary to Borrower not to exceed $250,000 at any time;
(iv) contingent liabilities arising out of endorsements of checks unsecured Accounts payable to trade creditors and current operating expenses (other negotiable instruments than for deposit or collection money borrower) incurred in the ordinary course of businessbusiness which are aged not more than thirty (30) days past due, unless proceedings, and for which adequate reserves have been established in accordance with GAAP;
(v) guaranties of any Indebtedness Obligations to pay Rentals permitted hereunderby Section 9.2.19;
(vi) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v);
(vii) obligations to pay Rentals not otherwise permitted by subsection 8.2.18;
(viii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed;
(ix) Replacement Subordinated Debt; and
(x) Indebtedness not included in paragraphs (i) through (ix) above Section 9.2.12 which does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars $2,000,000;
($500,000)vii) Permitted Purchase Money Indebtedness; or
(viii) Indebtedness of Borrower to DFS (in its individual capacity, and not as an Agent or a Lender under this Agreement) and IBM Credit Corporation, which is secured by a Permitted Lien.
Appears in 1 contract
Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower its Subsidiaries to create, incur or suffer to exist, any Indebtedness, except:
(i) Obligations owing to Agent and LendersLender;
(ii) Indebtedness, including, without limitation, BET Subordinated, Subordinated Debt existing on the date of this Agreement and listed on Exhibit 8.2.3Agreement;
(iii) Indebtedness of any Subsidiary of Borrower to Borrower;
(iv) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed) which are not aged more than 45 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being Properly Contested;
(v) obligations to pay Rentals permitted by SECTION 8.2.13;
(vi) Permitted Purchase Money Indebtedness;
(ivvii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(v) guaranties of any Indebtedness permitted hereunder;
(viviii) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v);
(vii) obligations to pay Rentals permitted by subsection 8.2.18;
(viii) to existing on the extent not included above, trade payables, accruals date hereof and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed;
(ix) Replacement Subordinated Debtdescribed on EXHIBIT Q hereto; and
(xix) Indebtedness not included in paragraphs PARAGRAPHS (i) through (ixviii) above which which, as to Borrower, does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars ($500,000).
Appears in 1 contract
Samples: Loan and Security Agreement (Advanced Technical Products Inc)
Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower to create, incur or suffer to exist, exist any Indebtedness, except:
(i) Obligations owing to Agent and Lenders;Lender; 47
(ii) Indebtedness, including, without limitation, BET Subordinated, Debt existing on the date of this Agreement and listed on Exhibit 8.2.3Subordinated Debt;
(iii) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed) which are not aged more than 90 days from billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being actively contested in good faith and by appropriate and lawful proceedings; and Borrower shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower and its independent accountants;
(iv) Obligations to pay Rentals permitted by subsection 8.2.13;
(v) Permitted Purchase Money Indebtedness;
(ivvi) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;
(v) guaranties of any Indebtedness permitted hereunder;
(vi) Indebtedness in respect of Intercompany loans permitted under subsection 8.2.2(v);
(vii) obligations to pay Rentals permitted by subsection 8.2.18;taxes, assessments and governmental charges or levies which are not delinquent or which are being contested in good faith and for which, in accordance with GAAP, adequate reserves have been set aside on the books of Borrower; 48
(viii) to the extent not included above, trade payables, accruals and accounts payable billing in the ordinary course excess of business (in each case to the extent not overdue) not for Money Borrowed;
(ix) Replacement Subordinated Debtcosts; and
(xix) Indebtedness not included in paragraphs (i) through (ixvii) above which does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars ($500,000)200,000.
Appears in 1 contract