4Indebtedness. Borrower shall not create, incur, assume, guarantee or be or remain liable with respect to any Indebtedness, or permit any Subsidiary so to do, other than Permitted Indebtedness, or prepay any Indebtedness or take any actions which impose on Borrower an obligation to prepay any Indebtedness, except for (a) the conversion of Indebtedness into equity securities and the payment of cash in lieu of fractional shares in connection with such conversion, (b) purchase money Indebtedness pursuant to its then applicable payment schedule, (c) prepayment by any Subsidiary of (i) inter-company Indebtedness owed by such Subsidiary to any Borrower, or (ii) if such Subsidiary is not a Borrower, intercompany Indebtedness owed by such Subsidiary to another Subsidiary that is not a Borrower, (d) payments made on Subordinated Indebtedness to the extent permitted under the relevant Subordination Agreement, (e) Indebtedness pursuant to clauses (iv), (vii) or (xiii) of the definition of Permitted Indebtedness, (f) refinancing or replacement of indebtedness described in clause (xiv) of the definition of Permitted Indebtedness, or (g) as otherwise permitted hereunder or approved in writing by Agent.
Appears in 1 contract
Sources: Loan and Security Agreement (Adaptimmune Therapeutics PLC)
4Indebtedness. Borrower shall not create, incur, assume, guarantee or be or remain liable with respect to any Indebtedness, or permit any Subsidiary so to do, other than Permitted Indebtedness, or prepay any Indebtedness for borrowed money or take any β β actions which impose on Borrower an obligation to prepay any IndebtednessIndebtedness for borrowed money, except for (a) the conversion of Indebtedness into equity securities and the payment of cash in lieu of fractional shares in connection with such conversion, (b) purchase money Indebtedness pursuant to its then applicable payment schedule, (c) prepayment by any Subsidiary of (i) inter-company intercompany Indebtedness owed by such Subsidiary to any Borrower, or (ii) if such Subsidiary is not a Borrower, intercompany Indebtedness owed by such Subsidiary to another Subsidiary that is not a Borrower, (d) payment of regularly scheduled interest and principal payments made on Subordinated (and fees, indemnities and expenses payable) as, and when due in respect of any such Indebtedness to the extent permitted under the relevant Subordination Agreementby any subordination or intercreditor provisions in respect thereof, (e) any extension, refinancing or renewal constitutes Permitted Indebtedness pursuant to clauses (iv), (vii) or (xiii) of the definition of Permitted Indebtedness, (f) refinancing or replacement of indebtedness described in clause (xiv) of the definition of Permitted Indebtedness, or (g) as otherwise permitted hereunder or approved in writing by Agent.
Appears in 1 contract
Sources: Loan and Security Agreement (Tg Therapeutics, Inc.)