Indebtedness of Seller Sample Clauses

Indebtedness of Seller. Seller shall provide written notice to the Rating Agencies at least thirty (30) days prior to the date it incurs any material indebtedness or assumes or guarantees any material indebtedness of any other entity in connection with the acquisition or transfer of receivables (other than the Receivables) or the issuance and sale of securities (other than the Notes and Certificates) secured by or evidencing beneficial ownership interests in such receivables, or any other activity set forth in paragraph 3 of its certificate of incorporation or incurs any material, non-incidental indebtedness in connection with the accomplishment of any of the foregoing.
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Indebtedness of Seller. Seller shall provide written notice to the Rating Agencies at least thirty (30) days prior to the date it incurs any material indebtedness or assumes or guarantees any material indebtedness of any other entity in connection with the acquisition or transfer of receivables (other than the Receivables) or the issuance and sale of securities (other than the Notes and Certificates) secured by or evidencing beneficial ownership interests in such receivables or incurs any material, non-incidental indebtedness in connection with the accomplishment of any of the foregoing.
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Indebtedness of Seller. Seller has not obtained any loans or ---------------------- incurred any indebtedness for which any property, assets or securities of the Company is pledged as collateral and there are no Encumbrances on any of the properties, assets or securities of the Company imposed in connection with any indebtedness or other obligations of Seller.
Sample 1
Indebtedness of Seller. Attached hereto as Exhibit 3.8 is a list of all instruments, agreements or arrangements related to the Assets or the Business pursuant to which Seller has borrowed any money, incurred any indebtedness, established any line of credit, pledged any Assets, or made any guarantees secured by Assets, any of which represents a liability of Seller relating to the Business on the date hereof. Seller has performed all the obligations required to be performed by it to the date hereof pursuant to the obligations listed on Exhibit 3.8 and Seller is not in default under any mortgage, indenture, note or other obligation for, or relating to, borrowed money to which Seller is a party, or to which any property or assets belonging to, or used by, Seller in the operation of the Business is subject, and there has not occurred any event which, but for the passage of time or giving of notice, or both, would constitute a default. Seller represents and warrants that there are no amounts in dispute with regard to any accounts payable related to the Business.
Sample 1
Indebtedness of Seller. Except for the Liens set forth on Schedule 4.8 (which Liens shall be released contemporaneously with the Closing), there are no instruments, agreements or arrangements pursuant to which either Seller or any of their respective Affiliates has borrowed any money, incurred any indebtedness, established any line of credit, or made any guarantees, in any such case secured by any Lien over any Assets or pursuant to which the Assets or the Business could otherwise be affected.
Sample 1
Indebtedness of Seller. On the date of the First Payment, Seller will repay in full all principal and accrued interest outstanding under any indebtedness of Seller which is collateralized by a pledge of the Cogility capital stock and equity or by any encumbrance or Lien on the assets of Seller or its subsidiaries.
Sample 1
Indebtedness of Seller. There is no outstanding Indebtedness in respect of a Project or the Acquired Assets.
Sample 1
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Indebtedness of Seller. Attached hereto as Exhibit 3.7 is a list of all instruments, agreements or arrangements related to the Assets pursuant to which Seller has borrowed any money, incurred any indebtedness, established any line of credit, pledged any Assets, or made any guarantees secured by Assets, any of which represents a liability of Seller on the date hereof. Seller has performed all the obligations required to be performed by it to the date hereof pursuant to the obligations listed on Exhibit 3.7 and Seller is not in default under any mortgage, indenture, note or other obligation for, or relating to, borrowed money to which Seller is a party, or to which any property or assets belonging to, or used by, Seller is subject, and there has not occurred any event which, but for the passage of time or giving of notice, or both, would constitute a default.
Sample 1
Indebtedness of Seller. The Assumed Liabilities do not include any Indebtedness, and no outstanding Indebtedness will be secured by the Facility or Acquired Assets following the Closing.
Sample 1

Related to Indebtedness of Seller

  • Indebtedness of Subsidiaries The Borrower shall not permit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, except:

  • Indebtedness and Guaranty Obligations Create, incur or assume any Indebtedness or Guaranty Obligation except:

  • Indebtedness and Guaranties Incur any indebtedness for borrowed money other than in the ordinary course of business consistent with past practice with a term not in excess of one year; or incur, assume or become subject to, whether directly or by way of any guarantee or otherwise, any obligations or liabilities (absolute, accrued, contingent or otherwise) of any other person or entity, other than the issuance of letters of credit in the ordinary course of business and in accordance with the restrictions set forth in Section 5.2(r).

  • Existing Indebtedness of the Loan Parties All of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (other than Indebtedness permitted to exist pursuant to Section 7.02) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date.

  • Existing Indebtedness; Future Liens (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of the dates specified in such Schedule (and specifying, as to each such Indebtedness, the collateral, if any, securing such Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

  • Indebtedness Create, incur, assume or suffer to exist any Indebtedness, except:

  • Indebtedness; Liens The Borrower shall not create, incur, assume or suffer to exist any Indebtedness other than the Obligations. The Borrower shall not create, incur or permit to exist any Lien in or on any of the Collateral subject to the Lien granted by the Borrower pursuant to this Agreement, other than Permitted Liens.

  • Indebtedness Payments (i) Prepay, redeem, purchase, defease or otherwise satisfy in any manner prior to the scheduled repayment thereof any Indebtedness for borrowed money (other than amounts due under this Agreement or due any Lender) or lease obligations, (ii) amend, modify or otherwise change the terms of any Indebtedness for borrowed money or lease obligations so as to accelerate the scheduled repayment thereof or (iii) repay any notes to officers, directors or shareholders.

  • Company Indebtedness The Company shall, and shall cause its Subsidiaries to, timely deliver all notices and take all other administrative actions required to facilitate (i) the termination of commitments, repayment in full of all outstanding loans or other obligations, release of any Liens securing such loans or obligations and guarantees in connection therewith, and replacement of or cash collateralization of any issued letters of credit in respect of the Credit Facility on or before the Closing Date and (ii) to the extent reasonably requested in writing by Parent, no later than ten (10) Business Days prior to the Closing Date with respect to any Indebtedness (other than Indebtedness in respect of the Credit Facility) incurred by the Company or any of its Subsidiaries after the date hereof in compliance with Section 6.1(b)(xi) (it being understood that the Company shall promptly and in any event no later than fifteen (15) Business Days prior to the Closing Date notify Parent in writing of the amount of any such Indebtedness incurred or to be incurred and expected to be outstanding on the Closing Date), repayment in full of all obligations in respect of such Indebtedness and release of any Liens securing such Indebtedness and guarantees in connection therewith, in each case, on the Closing Date. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use reasonable best efforts to deliver to Parent no later than one (1) Business Day prior to the Closing Date payoff letters with respect to the Company Credit Facility and, to the extent reasonably requested by Parent in writing no later than ten (10) Business Days prior to the Closing Date, any Indebtedness incurred by any of the Company and its Subsidiaries after the date hereof in compliance with Section 6.1(b)(xi) (each, a “Payoff Letter”) in form and substance customary for transactions of this type, from the persons, or the applicable agent on behalf of the persons, to which such Indebtedness is owed, which Payoff Letters together with any related release documentation shall, among other things, include the payoff amount and provide for Liens (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of the Company and its Subsidiaries securing such Indebtedness and any other obligations secured thereby, upon the payment of the amount set forth in the applicable Payoff Letter on or prior to the Closing Date, to be released and terminated. Upon at least ten (10) days’ prior written notice from the Company that the Company has determined, after reasonable consultation with Parent, that it will not at the time of the Real Estate Purchase (and without giving effect to the payment of the Real Estate Purchase Price or any other payment under this Agreement) have sufficient unencumbered and available cash, net of “cage cash”, cash on hand required by any Governmental Entity, the reasonably estimated additional amount of cash necessary to ensure the sound operation of the Company’s business consistent with past practice, and any other restricted cash, to pay in full the outstanding Indebtedness in respect of the Credit Facility, then to the extent of such shortfall Parent will extend an unsecured loan to the Company on the day of the Closing so that, together with such net unencumbered and available cash, the proceeds of such loan are sufficient to pay in full the outstanding Indebtedness in respect of the Credit Facility as may be necessary to release all Liens and obligations in respect thereof at the time of, or immediately prior to, the Real Estate Purchase, and the terms of such loan shall be reasonable for the circumstance as negotiated in good faith by Parent and the Company.

  • Intercompany Indebtedness The Company shall not create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness arising from loans from any Subsidiary to the Company unless (a) such Indebtedness is unsecured and (b) such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent.

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