Limitations on Debt. None of the Loan Parties shall create, assume, guarantee or otherwise incur, or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except:
(a) Debt incurred under this Agreement;
(i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s);
(c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time;
(d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time;
(e) Debt existing as of the Effective Date as listed on Schedule 5.15;
(f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor;
(g) obligations (contingent or otherwise) of any Borrower or any Subsidiary 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exoneratin...
Limitations on Debt. 39 SECTION 9.2 Limitations on Contingent Obligations.....................................................40 SECTION 9.3 Negative Pledge; Limitation on Lien.......................................................40 SECTION 9.4 Limitations on Loans, Advances, Investments and Acquisitions..............................40 SECTION 9.5 Limitations on Mergers and Liquidation....................................................42 SECTION 9.6 Limitations on Sale of Assets.............................................................42 SECTION 9.7 Limitations on Distributions..............................................................42 SECTION 9.8 Transactions with Affiliates..............................................................43 SECTION 9.9
Limitations on Debt. Create, incur, assume or suffer to exist any Debt except:
(a) the Obligations (excluding any Hedging Obligations);
Limitations on Debt. 45 10.8 Liens ............................................................ 45 10.9
Limitations on Debt. 75 SECTION 11.2 Limitations on Liens.......................................................... 76 SECTION 11.3 Limitations on Loans, Advances, Investments and Acquisitions.................. 77 SECTION 11.4 Limitations on Mergers and Liquidation........................................ 79 SECTION 11.5 Limitations on Sale of Assets................................................. 80 SECTION 11.6 Limitations on Dividends and Distributions.................................... 81 SECTION 11.7 Limitations on Exchange and Issuance of Capital Stock......................... 81 SECTION 11.8 Transactions with Affiliates.................................................. 81 SECTION 11.9 Certain Accounting Changes; Organizational Documents.......................... 81 SECTION 11.10 Amendments; Payments and Prepayments of Subordinated Debt..................... 81 SECTION 11.11 Amendments, Consents and Waivers under Asset Purchase Agreement............... 82 SECTION 11.12
Limitations on Debt. 44 10.8 Liens...............................................................................................45 10.9 Operating Leases....................................................................................46 10.10
Limitations on Debt. Not, and not permit any Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, except:
(a) Debt under the Credit Agreement or Permitted Refinancing Debt with respect thereto in an aggregate principal amount at any one time outstanding (including loans, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed (as determined from time to time, the "Maximum Senior Indebtedness") (i) $10,000,000 of revolving --------------------------- Senior Indebtedness, (ii) $100,000,000 of term Senior Indebtedness, (iii) $15,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions of commitments for revolving Senior Indebtedness or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied to the Senior Indebtedness pursuant to Section 3.5 hereof) and ----------- guaranties in respect of Debt described in the foregoing clauses (i), (ii) and (iii);
(b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a Future Acquisition approved by the Lender and the existing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"; provided that the aggregate principal amount of all such Debt -------- -------- (other than (i) the Debt designated with an asterisk on the Unsecured ------------- Seller Debt Schedule, and (ii) an unsecured seller note payable in -------------------- connection with the acquisition of EPIC not in excess of $6,000,000, the payment of which is contingent upon the performance of EPIC) shall not at any time exceed $7,500,000;
(c) Debt arising under Capital Leases, Debt secured by Liens permitted by subsection 6.10(c) or (d) and other Debt outstanding on the date hereof ------------------ --- and listed on the attached "Capital Lease Debt Schedule", and refinancings --------------------------- of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that the -------- aggregate amount of all such Debt at any time out...
Limitations on Debt. Create, incur, assume or suffer to exist any Debt except:
(a) the Obligations;
(b) Debt incurred in connection with a Hedging Agreement entered into in the ordinary course of business for protective and not speculative purposes;
(c) Subordinated Debt to Insignia not to exceed $100,000,000 at any one time outstanding;
(d) existing Debt set forth on Schedule 5.1(q) and the renewal and refinancing (but not the increase) thereof;
(e) Debt consisting of Contingent Obligations permitted by Section 9.2;
(f) Debt incurred by a Special Purpose Subsidiary to the extent permitted under Section 9.4(e);
(g) Debt incurred for all or a portion of the deferred purchase price of property to the extent IPT or the Borrower, as applicable, would have been permitted under this Agreement to purchase such property for cash; and
(h) other Debt of the Borrower not to exceed an aggregate of $5,000,000 at any time outstanding.
Limitations on Debt. 65 SECTION 11.2 Limitations on Liens............................................66 SECTION 11.3 Limitations on Loans, Advances, Investments and Acquisitions....67 SECTION 11.4
Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(d); provided that the aggregate outstanding principal amount of all such Debt shall not at any time exceed $1,000,000; (c) Debt arising under Capital Leases and Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Debt to be Repaid; provided that all such Debt to be Repaid shall be repaid on or before the Effective Date; (h) Subordinated Debt (and Suretyship Liabilities in respect thereof arising under, or as a condition to the closing of, the Note Purchase Agreement); (i) Debt existing on the date hereof and listed on Schedule 10.7(i), and refinancings of any such Debt so long as the principal amount of such Debt is not increased and the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing (except that interest and fees payable with respect to such refinanced Debt may be at the then-prevailing market rates); (j) Debt from the Parent to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; and (k) any other Debt in an aggregate principal amount not to exceed $300,000 at any time.
