Limitation on Subsidiary Indebtedness. The Company shall not permit any of its Subsidiaries to Incur any Indebtedness, other than
(A) Indebtedness of any Subsidiary of the Company consisting of (i) Guarantees by such Subsidiary of Indebtedness of the Company under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien;
(B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries;
(C) Acquired Indebtedness;
(D) Indebtedness existing on the Issue Date of any Subsidiary of the Company;
(E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or
(F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.
Limitation on Subsidiary Indebtedness. The Company shall not permit any of the Subsidiaries of the Company to create, incur, assume or suffer to exist any Indebtedness, except:
(a) Indebtedness of any Subsidiary to the Company or any other Subsidiary;
(b) Indebtedness of a corporation which becomes a Subsidiary after the date hereof, provided that (i) such indebtedness existed at the time such corporation became a Subsidiary and was not created in anticipation thereof and (ii) immediately before and after giving effect to the acquisition of such corporation by the Company no Default or Event of Default shall have occurred and be continuing; or
(c) additional Indebtedness of Subsidiaries of the Company not exceeding $125,000,000 in aggregate principal amount at any one time outstanding.
Limitation on Subsidiary Indebtedness. 36 7.6 Transactions with Affiliates................................36 7.7
Limitation on Subsidiary Indebtedness. The Company shall not permit any Subsidiary to create, incur, assume, suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except Indebtedness, which when added to the Indebtedness secured by Liens permitted under Sections 7.1(d), (e) and (f) shall not exceed 5% of Total Capitalization.
Limitation on Subsidiary Indebtedness. Permit any Subsidiary to create, incur, assume, suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness or Contingent Obligations, except:
(a) Indebtedness outstanding on the date hereof and listed on Schedule 7.05 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 therewith and by an amount equal to any existing commitments unutilized thereunder;
(b) letters of credit, bid bonds, performance guarantees and overdraft obligations guaranteed by the Borrower so long as the aggregate Indebtedness and Contingent Obligations under this subsection (b) is not of any time in excess of $30,000,000;
(c) endorsements for collection or deposit in the ordinary course of business;
(d) Indebtedness of any Subsidiary incurred pursuant to a Permitted Receivables Facility;
(e) Indebtedness consisting of (i) the 1.019% unsecured private placement notes issued by Xxxx Bros. Co. Ltd. (“Xxxx”) in May 2003 in the original principal amount of 20,864,375,000 Japanese Yen and maturing May 7, 2010, and (ii) all loans and other obligations incurred by Xxxx under a revolving credit facility with Bank of Tokyo-Mitsubishi UFJ (f/k/a Bank of Tokyo-Mitsubishi) in the maximum aggregate principal amount at any time outstanding of 1,000,000,000 Japanese Yen, and, with respect to both clauses (i) and (ii), 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 therewith and by an amount equal to any existing commitments unutilized thereunder; and
(f) other Indebtedness or Contingent Obligations, provided that the aggregate amount of Indebtedness and Contingent Obligations permitted under subsections (a) and (f) of this Section 7.05 shall not exceed $250,000,000. The restrictions contained in this Section shall not include any Indebtedness of any Subsidiary incurred under this Agreement.
Limitation on Subsidiary Indebtedness. Permit any of its Subsidiaries to create, incur, assume or suffer to exist any Indebtedness, except:
(a) Indebtedness of any Subsidiary to the Company or any other Subsidiary;
(b) Indebtedness of a Person which becomes a Subsidiary after the date hereof, and any refinancings, refundings, renewals, amendments or extensions thereof that do not increase the outstanding principal amount thereof (other than increases in the principal amount to cover accrued interest, fees, prepayment premiums and transaction fees and expenses); provided that (i) such indebtedness existed at the time such Person became a Subsidiary and was not created in anticipation thereof and (ii) immediately before and after giving effect to the acquisition of such Person by the Company, no Event of Default under subsection 8.1(a) or 8.1(f) shall have occurred and be continuing;
(c) [reserved]; and
(d) additional Indebtedness of Subsidiaries of the Company not exceeding the greater of (i) $2,250,000,000 and (ii) 15% of Consolidated Net Worth as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)), in aggregate principal amount at any one time outstanding, and any refinancings, refundings, renewals, amendments or extensions thereof that do not increase the outstanding principal amount thereof (other than increases in the principal amount to cover accrued interest, fees, prepayment premiums and transaction fees and expenses).
Limitation on Subsidiary Indebtedness. At the end of any calendar quarter commencing April 1, 2006, the Borrower will not permit the aggregate Indebtedness of all of the Borrower's consolidated Subsidiaries to be greater than 25% of Consolidated Tangible Net Worth at such date; provided that, for purpose of this Section, Indebtedness of a Subsidiary shall not include:
(i) any Indebtedness outstanding at March 31, 2006 and described on Schedule 6.10 attached hereto;
(ii) any Indebtedness secured by Permitted Liens;
(iii) any Indebtedness of the Borrower's Banking Subsidiaries;
(iv) Indebtedness of any Subsidiary the ownership of which is acquired by the Borrower, directly or indirectly, after the date hereof, or which is established by the Borrower after the date hereof for the purpose of acquiring assets or equity of any Person not owned, directly or indirectly, by the Borrower on the date hereof; provided that, such Indebtedness is not guarantied by, is not secured by assets (other than assets of such Subsidiary) of, and does not otherwise have recourse to the Borrower or its assets (other than the assets of such Subsidiary); and
(v) any Indebtedness of a Subsidiary to another Subsidiary or to the Borrower.
Limitation on Subsidiary Indebtedness. Viacom will not permit any of its Subsidiaries to create, incur, assume or suffer to exist any Indebtedness (which includes, for the purposes of this Section 5.6, any preferred stock), except:
(a) Indebtedness of any Person which is acquired by Viacom or any of its Subsidiaries after the Closing Date, which Indebtedness was outstanding prior to the date of acquisition of such Person and was not created in anticipation thereof;
(b) any Indebtedness owing by Viacom or any of its Subsidiaries to Viacom or any of its Subsidiaries (including any intercompany Indebtedness created by the declaration of a note payable dividend by any Subsidiary to Viacom or any of its other Subsidiaries);
(c) Indebtedness (including backed-up commercial paper) of any Subsidiary Borrower or Viacom International under this Agreement;
(d) Indebtedness (including backed-up commercial paper) existing at any time under the Five-Year Credit Agreement or under the Amended and Restated Infinity Credit Agreement;
(e) Indebtedness outstanding on the Closing Date, with such Indebtedness outstanding as of September 30, 2002 being set forth on Schedule 5.6;
(f) any replacement, renewal, refinancing or extension of any Indebtedness permitted by Section 5.6(a) through (d) or set forth on Schedule 5.6 that does not exceed the aggregate principal amount (plus associated fees and expenses) of the Indebtedness being replaced, renewed, refinanced or extended (except that accrued and unpaid interest may be part of any refinancing); and
(g) Indebtedness incurred after the Closing Date; provided, that after giving effect thereto the aggregate principal amount of Indebtedness incurred pursuant to this paragraph (g) that is outstanding on such date (it being understood that, for the purposes of this paragraph (g), the term "Indebtedness" does not include Indebtedness excepted by any of clauses (a) through (f) inclusive) does not exceed the greater of (i) an aggregate principal amount in excess of 5% of Consolidated Tangible Assets (measured by reference to the then latest financial statements delivered pursuant to Section 5.1(a) or (b), as applicable) and (ii) $800,000,000 at any time.
Limitation on Subsidiary Indebtedness. Infinity will not permit any of its Subsidiaries to create, incur, assume or suffer to exist any Indebtedness (which includes, for the purposes of this Section 5.6, any preferred stock), except (i) Excluded Indebtedness, (ii) Indebtedness of any Subsidiary Borrower under this Agreement, (iii) Indebtedness incurred on any date when, after giving effect thereto, the aggregate principal amount of Indebtedness incurred pursuant to this clause (iii) that is outstanding on such date (it being understood that, for the purposes of this clause (iii), the term "Indebtedness" does not include borrowings under this Agreement or under the Existing Credit Agreement or under the Five-Year Credit Agreement or Excluded Indebtedness) does not exceed $600,000,000 at any time and (iv) Indebtedness existing at any time under the Existing Infinity Credit Agreement or under the Five-Year Credit Agreement.
Limitation on Subsidiary Indebtedness. Section 1013.
