Indebtedness and Liabilities. None of the Loan Parties shall directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) Capital Leases and purchase money financing for Equipment entered into in the ordinary course of business (subject to Section 5.21); (c) trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which such Loan Party is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that Borrower shall have established adequate reserves therefor, if appropriate under GAAP; (d) Indebtedness owing under the ADEX Note, Earn-Out Obligations owing to the T N S Sellers, Subordinated Debt owing under the Acquisition Agreements and to the extent constituting Indebtedness, working capital adjustments owing by Borrower to a seller in connection with the Acquisition or a Potential Target Acquisition; (e) Indebtedness described in Section 4.4(a) hereof (including Indebtedness described on Schedule 4.4) and any extension, refinancing, renewal or replacement thereof if the principal amount thereof does not exceed the principal amount of the Indebtedness so refinanced; (f) up to an aggregate amount of $1,500,000 in unsecured debt owing to sellers of the equity interests of all Potential Targets acquired by Borrower (the “Potential Target Subordinated Debt”), provided that the repayment of any such unsecured debt is subordinated on terms satisfactory to Agent, including a restriction against payment of cash interest, required amortization and mandatory prepayments and provided further that the stated maturity date of any such debt is acceptable to the Agent in its commercially reasonable judgment; (g) Subordinated Debt, in addition to the Subordinated Debt described in the preceding clauses (d) and (f), provided that (A) the terms and conditions upon which such Subordinated Debt is incurred (including without limitation covenants, rate of interest, maturity date and use of proceeds) shall have been reviewed to the reasonable satisfaction of Agent, (B) no Event of Default shall have occurred and be continuing, (C) the holder of such Subordinated Debt shall have executed a Subordination Agreement in form and substance reasonably acceptable to Agent and (D) not less than ten (10) Business Days prior to the incurrence of such Subordin...
Indebtedness and Liabilities. Directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) Indebtedness (excluding under Capital Leases) secured by purchase money Liens not to exceed $500,000 in the aggregate at any time outstanding; (c) Indebtedness under Capital Leases not to exceed $1,000,000 in the aggregate at any time outstanding; (d) Indebtedness owing to one or more sellers of Acquired Stores not to exceed $5,000,000 in the aggregate at any time outstanding; (e) Indebtedness outstanding under the Senior Unsecured Notes in an aggregate principal amount at maturity not to exceed $144,990,000 plus interest, issued pursuant and subject to the terms and conditions of the Unsecured Notes Documents; and (f) without duplication, other Indebtedness permitted under the Senior Unsecured Notes Indenture provided such Indebtedness is and remains unsecured. Except for Indebtedness described permitted in the preceding sentence, Borrower will not incur any Liabilities except for trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which Borrower is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that Borrower has established adequate reserves therefor, if appropriate under GAAP.
Indebtedness and Liabilities. 44 7.2 Guaranties..................................................44 7.3 Transfers, Liens and Related Matters........................45 (A) Transfers..........................................45 (B) Liens..............................................45 (C) No Negative Pledges................................45 7.4
Indebtedness and Liabilities. Directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except:
Indebtedness and Liabilities. Except as set forth on Schedule 4.4, as of the Closing Date, no Loan Party has any (a) Indebtedness except as reflected on the Pro Forma and the most recent financial statements delivered to Agent; or (b) Liabilities other than as reflected on the Pro Forma, the most recent financial statements or other written information delivered to Agent on or before the Closing Date.
Indebtedness and Liabilities. Incur, create, assume, become or be liable in any manner with respect to, or permit to exist, any Indebtedness or Liability, other than:
Indebtedness and Liabilities. As of the Closing Date, neither Borrower nor any of its Subsidiaries has (a) any Indebtedness except as reflected on the Pro Forma; or (b) any Liabilities other than as (i) reflected on the Pro Forma, (ii) incurred in the ordinary course of business following the date of the Pro Forma or (iii) listed on Schedule 4.4.
Indebtedness and Liabilities. As of the Effective Date, neither ---------------------------- Borrower nor any of its Subsidiaries has (a) any Indebtedness except as reflected on the most recent financial statements delivered to Agent and Lenders; or (b) any Liabilities other than as reflected on the most recent financial statements delivered to Agent and Lenders or as incurred in the ordinary course of business following the date of the most recent financial statements delivered to Agent and Lenders.
Indebtedness and Liabilities. No Note Party will, or will permit any Subsidiary to, directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except:
Indebtedness and Liabilities. Section 6.1(d) of the Loan Agreement is deleted in its entirety and the following is substituted in lieu thereof:
