Foamex Canada definition
Examples of Foamex Canada in a sentence
Each of the Borrowers and Foamex Canada shall perform a physical count of its Inventory no less frequently than once each fiscal month if such Inventory is located at a site at which the Borrowers or Foamex Canada, as the case may be, have not implemented a perpetual Inventory system that is satisfactory to the Administrative Agent in its reasonable discretion.
The Pledged Collateral constitutes all of the equity interests owned by such Grantor in any of the issuers listed on Schedule 2 or, in the case of Voting Stock or similar equity interests held by such Grantor in a Subsidiary not organized under the laws of a State within the United States (other than Foamex Canada), 65% of such Voting Stock or similar equity interests.
Notwithstanding any provision herein to the contrary, the Loan Parties may pay any franchise (and similar) taxes incurred prior to the Filing Date (the date the first CCAA Order is issued, in the case of Foamex Canada) necessary to maintain their existence and qualification or good standing in the respective jurisdictions of their incorporation or organization and in all other jurisdictions in which qualification to do business as a foreign corporation or other entity is necessary.
Notwithstanding any provision herein to the contrary, the Loan Parties may pay any franchise (and similar) taxes incurred prior to the Filing Date (or the date the first CCAA Order is issued, in the case of Foamex Canada) necessary to maintain their existence and qualification or good standing in the respective jurisdictions of their incorporation or organization and in all other jurisdictions in which qualification to do business as a foreign corporation or other entity is necessary.
Borrower and, upon becoming a Loan Party hereunder, Foamex Canada, shall not and shall not permit its Subsidiaries to establish or maintain any deposit account (excluding payroll accounts) or securities account unless the Administrative Agent shall have received a control agreement in respect of such deposit account or securities account in accordance with the timelines set forth on Schedule 7.13.
Such Loan Party shall not voluntarily prepay, redeem or defease any Debt (or offer to do so), except (a) the Obligations in accordance with the terms of this Agreement, (b) Permitted Subordinated Debt to the extent permitted by Sections 7.12(B) and 7.15(i), (c) Debt of Foamex Canada or any other Loan Party owing to Foamex, (d) Debt of Foamex to Foamex Canada incurred pursuant to Section 7.15(v)(vi) and (e) the Working Capital Obligations.
Should all qualified drivers fail to volunteer, then an outside carrier will be used with no fault given to any Foamex Canada Inc.
The Administrative Agent agrees that it shall conduct one field audit or examinations with respect to the Accounts of Borrower and Foamex Canada during each of (i) the period commencing on the Closing Date and ending 90 days after the Closing Date and (ii) each 90-day period thereafter through the Termination Date.
At the Closing, Foamex Canada and Purchaser shall jointly execute an election under section 167 of the Excise Tax Act (Canada) and an election under section 75 of an Act Respecting the Québec Sales Tax following the prescribed form and including the prescribed information, such that no goods and services tax ("GST") or Québec sales tax ("QST") shall be payable in connection with the purchase and sale of the Purchased Assets of Foamex Canada pursuant to the provisions of this Agreement.
Each borrowing of a Loan and issuance of a Letter of Credit or Credit Support and each delivery by a Borrower or Foamex Canada of a Borrowing Base Certificate constitutes a representation and warranty by Foamex that, as of the date of such borrowing, issuance or delivery, as the case may be, the financial accommodations provided to the Borrowers under this Agreement do not as of such date violate the borrowing or debt incurrence limits set forth in the Term Loan B Agreement.