Certain Debts Clause Samples

Certain Debts. (a) The Guarantor will not accept any loans, dividend payments, other disbursements, or unreasonable salary (as determined by the Administration) from the Borrower. In addition, the Guarantor will not authorize any loan, dividend payment, other disbursement, or unreasonable salary to be paid by the Borrower to any other equity holder in the Borrower or to any relative of any equity holder in the Borrower, including the Guarantor. (b) The Guarantor hereby subordinates the payment of principal, interest, and any other amounts due on any current or future indebtedness owed by the Borrower to the Guarantor (the “Company Debt”) to the prior payment in full of the Guarantor’s Obligations and agree that all of the right and interest of the Guarantor in the Company Debt shall at all times be subordinate to the right and interest of the Administration in the Guarantor’s Obligations. (c) The Guarantor will not demand or accept, and the Borrower will not offer or make, directly or indirectly, by setoff, redemption, or otherwise, any payment on any part of the Company Debt until the full amount of the Guarantor’s Obligations has been received by the Administration in cash. (d) Any payment of Company Debt received by the Guarantor that is prohibited under this Agreement shall be held by the Guarantor in trust for the Administration. If the Guarantor fails to endorse any such payment where necessary or appropriate, the Guarantor hereby irrevocably appoints the Administration as attorney-in-fact for the Guarantor, with full power to make any such endorsement and with full power of substitution. (e) Until the full amount of the Guarantor’s Obligations has been received in cash by the Administration, the Guarantor shall not, without the prior written consent of the Administration, (i) accelerate the maturity of any of the Company Debt, (ii) exercise any rights or remedies or take any action to collect or enforce any of the Company Debt, (iii) join with any other creditors of the Borrower in filing any petition commencing any action described in Section 7(e) against or in respect of the Borrower, (iv) sell, assign, transfer, or otherwise dispose of any part of the Company Debt, (v) accept any collateral or security for the Company Debt, (vi) amend or modify any instrument or agreement evidencing, creating, or executed in connection with any part of the Company Debt, or (vii) create additional Company Debt. (f) The Guarantor shall maintain proper books and records concerning...
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Certain Debts. At Closing, Buyer shall immediately pay the SVB Debt and FastPay Debt in accordance with payoff letters provided by such debtholders.
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Certain Debts. Either ITC shall default in the observance or performance of any term of their Subordination Agreements described more particularly in Section 17.1(g) below.
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Certain Debts. (i) make, consent to, or acquiesce in, any amendment or modification to any of the following: (A) the ITC Loan Agreement, which would have the effect of increasing the principal amount of, the effective interest rate thereon or the frequency of the payment of principal or interest thereon; or (ii) prepay the ITC Loan; or (iii) make any payment on the ITC Loan in violation of the Subordination Agreements executed with respect thereto, as described more particularly in Section 17.1(g) below.
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Certain Debts. An "event of default" (or event having similar effect, whether or not denominated as such) shall occur under, or in respect of, the ITC Loan Agreement and such default shall continue, without waiver or cure, beyond any cure or grace period prescribed therein.
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Related to Certain Debts

  • Certain Obligations Whenever this Agreement requires any of the Subsidiaries of any Party to take any action, this Agreement will be deemed to include an undertaking on the part of such Party to cause such Subsidiary to take such action.

  • Certain Obligations of Holders of Receipts and the Company Filing Proofs, Certificates and Other Information 7 SECTION 3.2 Payment of Taxes or Other Governmental Charges 7 SECTION 3.3 Warranty as to Stock 8

  • CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs

  • Merger or Consolidation of, or Assumption of the Obligations of, Seller Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

  • Merger or Consolidation of, or Assumption of the Obligations of, Depositor Any Person (i) into which the Depositor shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Depositor shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Depositor, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3, (y) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.