Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102 (ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit; (iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business; (iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with sales of assets; (v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1; (vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto; (vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture; (viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and (ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000.
Appears in 2 contracts
Sources: Credit Agreement (Petco Animal Supplies Inc), Credit Agreement (Petco Animal Supplies Inc)
Contingent Obligations. Company Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company Borrower may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries Borrower may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iiii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to the Indebtedness under this Agreement in an aggregate notional amount up to the amount of the then-outstanding principal amount of the Indebtedness under this Credit Agreement; and (ii) under other Hedge Agreements with respect to Indebtedness entered into in the ordinary course of business;business in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes in an aggregate notional amount not to exceed at any time $1,000,000; 108
(iviii) Company Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(viv) Company Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in an aggregate amount not to exceed $500,000 at any time outstanding in respect of any Indebtedness of Company and Borrower or any of its Subsidiaries permitted by subsection 7.1;
(viv) Company Borrower and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ixvi) Company Borrower and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company Borrower and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000500,000.
Appears in 2 contracts
Sources: Credit Agreement (Integrated Defense Technologies Inc), Credit Agreement (Integrated Defense Technologies Inc)
Contingent Obligations. Company and Borrowers shall not, and shall not permit any of its or their Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company Loan Parties may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102under their respective Guaranties;
(ii) Company Company, Borrowers and its and their Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of CreditCredit in an aggregate amount not to exceed at any time $300,000,000 and Contingent Obligations in respect of other letters of credit and surety bonds in an aggregate amount not to exceed at any time $150,000,000;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of businessIndebtedness;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000100,000,000;
(vi) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of its Subsidiaries to the extent such Indebtedness is specifically permitted by subsection 6.1 (other than Existing Holdings Senior Notes, Refinancing Senior Debt and New Junior Debt);
(vii) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 6.4 annexed hereto and any extensions, renewals and refinancings thereof to the extent that such extensions, renewals and refinancings thereof do not result in an increase in the aggregate amount of Contingent Obligations as described in Schedule 6.4;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any obligation of Company or any of its Subsidiaries not prohibited under this Agreement (other than any obligation with respect to Indebtedness) (other than Existing Holdings Senior Notes, Refinancing Senior Debt and New Junior Debt);
(ix) Company and Packaging may become and remain liable on a subordinated basis with respect to Existing Holdings Senior Notes, Refinancing Senior Debt and New Junior Debt; provided Company and Packaging may become and remain liable with respect to New Junior Debt on an unsubordinated basis if such New Junior Debt is unsecured; and
(ixx) In addition to Contingent Obligations permitted by the other clauses of this subsection, Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate principal liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000250,000,000.
Appears in 2 contracts
Sources: Secured Credit Agreement (Owens Illinois Group Inc), Secured Credit Agreement (Oi Levis Park STS Inc)
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Company and its Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102Obligations;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters (A) letters of Creditcredit issued under the First Lien Credit Agreement and (B) other letters of credit in an aggregate amount at any time not to exceed $2,000,000 for Company and its Domestic Subsidiaries and $2,000,000 for Company’s Foreign Subsidiaries;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Interest Rate Agreements with respect to Indebtedness and Currency Agreements entered into in the ordinary course of businessbusiness and not for speculative purposes;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with sales of assets;
(v) Company and its Domestic Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and or any of its Domestic Subsidiaries permitted by subsection 7.16.1; provided that any such Contingent Obligations in respect of the Subordinated Indebtedness permitted pursuant to subsection 6.1(vi) are subordinated to the payment of the Obligations to the same extent as such Subordinated Indebtedness;
(viv) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 Schedule 6.4 annexed heretohereto and extensions or renewals thereof, so long as such extension or renewal does not increase the amount of the Contingent Obligation being renewed or extended, as the case may be;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ixvi) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,0002,000,000.
Appears in 2 contracts
Sources: Credit Agreement (Decrane Holdings Co), Credit Agreement (Decrane Aircraft Holdings Inc)
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of CreditCredit and Existing Letters of Credit and any other contingent obligations hereunder or under any other Loan Documents;
(iiiii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of businessAgreements;
(iviii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(viv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and or any of its Subsidiaries permitted by subsection 7.1;
(viv) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 annexed ------------ hereto;
(viivi) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000Subsidiary Guaranties; and
(ixvii) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate -------- liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000.
Appears in 2 contracts
Sources: Credit Agreement (Varco International Inc), Credit Agreement (Varco International Inc)
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102Letters of Credit and Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of other letters of credit in an aggregate amount not to exceed at any time $6,500,000;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness required under subsection 6.10 and under other Hedge Agreements entered into in the ordinary course of businessbusiness and not for speculative purposes;
(iviii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assetsassets and in respect of earn-out obligations incurred in connection with Permitted Acquisitions (provided that the maximum reasonably anticipated amount of such earn-out obligations, together with the purchase price, does not exceed the applicable limit under subsection 7.3(vi));
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees and other similar arrangements in the ordinary course of business of the obligations of Company and its Subsidiaries;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and or any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 annexed heretohereto and any extension or renewal thereof;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,00015,000,000.
Appears in 2 contracts
Sources: Credit Agreement (Hexcel Corp /De/), Credit Agreement (Hexcel Corp /De/)
Contingent Obligations. Company shall notNo Loan Party will, and shall not nor will it permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iiia) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements required under Section 5.11 and under other Hedge Agreements with respect to Indebtedness in the ordinary course of businessrequired under Section 6.1(h) hereof;
(ivb) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets, or any acquisition or other Investment expressly permitted by Section 6.3;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viiic) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000500,000;
(d) Parent and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of its Subsidiaries permitted by Section 6.1;
(e) Parent and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 6.4 annexed hereto;
(f) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations consisting of guaranties of loans made to officers, directors or employees of any Loan Party in an aggregate amount which shall not exceed $500,000 at any time outstanding;
(g) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations consisting of guaranties by a Subsidiary of obligations of Parent or Company under leases for real or personal property, provided that such Subsidiary will utilize all or a portion of such property;
(h) Parent and its Subsidiaries may become and remain liable with respect to Indebtedness permitted by Sections 6.1(a), (e), (f), (h), (j), (l) and (m); and
(ixi) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries Loan Parties in respect of all such Contingent Obligations shall at no time exceed $5,000,0002,000,000.
Appears in 2 contracts
Sources: Credit Agreement (U.S. Silica Holdings, Inc.), Credit Agreement (U.S. Silica Holdings, Inc.)
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries (other than Dormant Subsidiaries) may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of businessAgreements;
(iv) Company and its Subsidiaries (other than Dormant Subsidiaries) may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries (other than Dormant Subsidiaries) may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and or any of its Domestic Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes, provided that the Subordinated Notes as set forth in the New Senior Subordinated Note Indenturehave been defeased;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ixother than Dormant Subsidiaries) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, amount of such Contingent Obligations shall not exceed $5,000,000 at any time outstanding;
(ix) Company and its Subsidiaries (other than Dormant Subsidiaries) may become and remain liable with respect to Contingent Obligations in respect of any obligations of any Foreign Subsidiary; provided that the aggregate amount (without duplication) of all such Contingent Obligations shall at no time Obligations, all Indebtedness of Foreign Subsidiaries to Company or any Subsidiary Guarantor permitted by subsection 7.1(iv) and all Investments in Foreign Subsidiaries permitted by subsection 7.3(ix) does not exceed $5,000,00040,000,000 (plus any Additional Contributions not being utilized by Company or any of its Subsidiaries for any other purpose under this subsection 7.4 or subsections 7.1 or 7.3) at any time outstanding;
(x) Company and the Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations in respect of any obligations of Company or any Subsidiary Guarantor not prohibited by this Agreement; and
(xi) Any Subsidiary of Company (other than the Subsidiary Guarantors) may become and remain liable with respect to Contingent Obligations in respect of any other Subsidiary not prohibited by this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (United Online Inc), Credit Agreement (United Online Inc)
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of businessAgreements;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness obligation of Company and or any of its Domestic Subsidiaries permitted by subsection 7.1not prohibited under this Agreement;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note IndentureNotes;
(viii) Company (subject to subsection 7.3(ix)) and its Company’s Foreign Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course respect of business any obligation of the obligations of suppliers, customers, franchisees and licensees another Foreign Subsidiary of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000prohibited under this Agreement; and
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum Obligations in an aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time amount not to exceed $5,000,000.
Appears in 2 contracts
Sources: Credit Agreement (FTD Group, Inc.), Credit Agreement (FTD Group, Inc.)
Contingent Obligations. No Principal Company shall notwill, and shall not no Principal Company will permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(ia) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; 102;
(iib) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iiii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assetsassets permitted under Section 10.6 or (B) the Acquisition or any other acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the Agent;
(vc) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vii) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) the Subsidiaries may become liable with respect to Contingent Obligations to financial institutions providing performance guarantees on behalf of such Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time $2,000,000; andtime;
(ixd) such Principal Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries Obligations in respect of all any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and
(e) such Principal Company may become and remain liable with respect to Contingent Obligations shall at no time exceed $5,000,000in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) hereto.
Appears in 2 contracts
Sources: Credit Agreement (Dialogic Inc.), Credit Agreement (Tennenbaum Capital Partners LLC)
Contingent Obligations. Company shall notNo Loan Party will, and shall not nor will it permit any of its Restricted Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(ia) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company Parent and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations under any Hedge Agreements with respect to Indebtedness incurred in the ordinary course of businessbusiness and not for speculative purposes, consistent with prudent business practice;
(ivb) Company Parent and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets, or any acquisition or other Investment expressly permitted by Section 6.3;
(vc) Company Parent and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its the Restricted Subsidiaries in an aggregate amount not to exceed at any time $2,000,0005,000,000;
(d) Parent and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Parent or any of its Restricted Subsidiaries permitted by Section 6.1;
(e) Parent and its Restricted Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 6.4 annexed hereto;
(f) Company and the Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations consisting of guaranties of loans made to officers, directors or employees of any Loan Party in an aggregate amount which shall not exceed $1,250,000;
(g) Parent and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations consisting of guaranties by a Restricted Subsidiary of obligations of Parent or Company under leases for real or personal property, provided that such Restricted Subsidiary will utilize all or a portion of such property;
(h) Parent and its Restricted Subsidiaries may become and remain liable with respect to Indebtedness permitted by Section 6.1(a), Section 6.1(e), Section 6.1(f), Section 6.1(j), Section 6.1(l), Section 6.1(m) and Section 6.1(o); and
(ixi) Company Parent and its Restricted Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries Loan Parties in respect of all such Contingent Obligations shall at no time exceed $5,000,000.
Appears in 2 contracts
Sources: Credit Agreement (U.S. Silica Holdings, Inc.), Credit Agreement (U.S. Silica Holdings, Inc.)
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries any Subsidiary may become and remain liable with respect to Contingent Obligations arising under their guaranties of the Obligations;
(ii) Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company under Interest Rate Agreements and its Subsidiaries may become and remain liable Currency Agreements with respect to Contingent Obligations in respect of Letters of Credita Lender;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assetsassets or securities;
(iv) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 6.4 annexed hereto;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to the extent such Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become are permitted pursuant to subsections 6.9 and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,0006.10; and
(ixvi) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with subsection 6.1(x) shall at no time exceed $5,000,00030 million.
Appears in 2 contracts
Sources: Credit Agreement (Atlas Air Inc), Credit Agreement (Atlas Air Worldwide Holdings Inc)
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iiiii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements required under subsection 6.10 and under other Hedge Agreements with respect to Indebtedness in the ordinary course of businesspermitted Indebtedness;
(iviii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(viv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and or any of its Subsidiaries permitted by subsection 7.1; provided that any Contingent Obligations with respect to Indebtedness permitted pursuant to subsections 7.1(vi) or 7.1(x) shall be subordinated to the Obligations (including any guaranty thereof) to the same extent as such Indebtedness is required to be so subordinated;
(v) Company or any Subsidiary Guarantor may become and remain liable with respect to Contingent Obligations in respect of other obligations of Company, any other Subsidiary Guarantor or Fountain View Reinsurance, Inc. not prohibited by this Agreement;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ixvii) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,0003,000,000.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Skilled Healthcare Group, Inc.), Amendment and Restatement Agreement (Skilled Healthcare Group, Inc.)
Contingent Obligations. Company Each Credit Party shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company the Credit Parties may become and remain liable with respect to Contingent Obligations in respect of pursuant to the Subsidiary Guaranty; 102Loan Documents;
(ii) Company and its Subsidiaries the Credit Parties may become and remain liable with respect to Contingent Obligations in respect resulting from the endorsement of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness negotiable instruments for collection in the ordinary course of business;
(iii) [omitted]
(iv) Company and its Subsidiaries the Credit Parties may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries Credit Parties may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and500,000;
(ixvi) Company and its Subsidiaries the Credit Parties may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness permitted by subsection 7.1 (other than subsection 7.1(ii));
(vii) the Credit Parties may become liable with respect to Contingent ObligationsObligations in respect of performance and surety bonds incurred in the ordinary course of business and customary indemnification obligations to bonding companies incurred in connection with the issuance of such bonds; PROVIDED provided that the maximum aggregate liabilityamount of such Contingent Obligations does not, contingent at any time before November 30, 1997 exceed $30,000,000 and does not at any time on or otherwise, of after that date exceed $20,000,000; and
(viii) Company and its Subsidiaries in Subsidiaries, as applicable, may remain liable with respect of all such to Contingent Obligations shall at no time exceed $5,000,000described in Schedule 7.4 annexed hereto.
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Interest Rate Agreements with respect to Indebtedness in the ordinary course of businessObligations;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 annexed ------------ hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ixvi) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum -------- aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000;
(vii) Company may become and remain liable with respect to commodity hedging arrangements entered into in the ordinary course of business;
(viii) Company may become and remain liable with respect to Permitted Earnout Agreements;
(ix) To the extent constituting a Contingent Obligation, Company may become and remain liable with respect to credit support obligations relating to franchisees permitted under subsection 7.3(v) and 7.3(ix); and
(x) Guarantees of Unsecured Subordinated Notes to the extent required under the terms of the Unsecured Subordinated Note Indenture.
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Interest Rate Agreements with respect to Indebtedness in the ordinary course of businessObligations;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 annexed ------------ hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ixvi) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum -------- aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000.;
(vii) Company may become and remain liable with respect to commodity hedging arrangements entered into in the ordinary course of business;
(viii) Company may become and remain liable with respect to Permitted Earnout Agreements;
(ix) To the extent constituting a Contingent Obligation, Company may become and remain liable with respect to credit support obligations relating to franchisees permitted under subsection 7.3(v) and 7.3(ix); and
Appears in 1 contract
Contingent Obligations. Company Holdings and Borrowers shall not, and shall not permit any of its their respective Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company Loan Parties may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guarantyunder their respective Guaranties; 102and
(ii) Company and its Subsidiaries [Intentionally Omitted];
(iii) Borrowers may become and remain remain, jointly and severally, liable with respect to Contingent Obligations in respect of Letters of Credit;
(iiiiv) Company and its Subsidiaries Borrowers may become and remain remain, jointly and severally, liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness incurred in the ordinary course of businessbusiness of the Borrowers and their Subsidiaries;
(ivv) Company Borrowers and its their respective Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company Borrowers and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its respective Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company Borrowers and its their respective Domestic Subsidiaries in an aggregate amount for all Borrowers and their Subsidiaries not to exceed at any time $2,000,000; and1,000,000;
(ixvii) Company Borrowers and its Subsidiaries any Domestic Subsidiary of any Borrower may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries Obligations in respect of all any Indebtedness of any other Borrower or other Domestic Subsidiary of any Borrower that is permitted by subsection 7.1(xii) in an aggregate amount not to exceed the amount of such Indebtedness;
(viii) Any Foreign Subsidiary of any Borrower may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of any other Foreign Subsidiary of Borrower that is permitted by subsection 7.1(vii) in an aggregate amount not to exceed the amount of such Indebtedness;
(ix) Borrowers and any Domestic Subsidiary of any Borrower may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of any Foreign Subsidiary of any Borrower that is permitted by subsection 7.1(xii); provided, that the aggregate amount of any such Contingent Obligations together with 131 141 the aggregate outstanding principal amount of any Indebtedness incurred pursuant to subsection 7.1(xii) shall at no time not exceed $5,000,00020,000,000;
(x) Holdings and Company may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness incurred pursuant to subsection 7.1(ix);
(xi) Each Borrower and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7.4 annexed hereto;
(xii) Holdings may become and remain liable with respect to Contingent Obligations arising under the Subordinated Holdings Guaranty;
(xiii) Foreign Subsidiaries of the Borrowers may incur Contingent Obligations in respect of letters of credit issued for their account in an aggregate amount not to exceed $2,000,000 (or the foreign currency equivalent thereof) at any one time outstanding;
(xiv) Arris may remain liable with respect to the redemption obligation with respect to the Arris New Membership Interests, in accordance with the terms of the Amended and Restated Arris Membership Agreement; and
(xv) Holdings may remain liable with respect to (i) Contingent Obligations arising under the Subordinated Reorganization Guaranty until the earlier of (A) the Mandatory Exchange Event or (B) the redemption of the Arris New Membership Interest, in each case in accordance with the terms of the Amended and Restated Arris Membership Agreement and (ii) its obligations under the Amended and Restated Arris Membership Agreement to issue common stock or Preferred Holdings Stock or to incur Holdings Subordinated Indebtedness in connection with the Mandatory Exchange Event, to the extent permitted by this Agreement and the Reorganization Documents.
Appears in 1 contract
Sources: Credit Agreement (Arris Group Inc)
Contingent Obligations. Company Borrowers shall not, and shall not permit any of its their Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company Borrowers may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements which are (a) required under subsection 6.8 or under the terms of any other Financing Agreements or (b) entered into to hedge against interest rate fluctuations in respect of up to 50% of the Subsidiary Guaranty; 102principal amount of the Indebtedness outstanding under clause (vi) of subsection 7.1 so long as such Interest Rate Agreements are on substantially the same terms as those entered into to satisfy subsection 6.8 hereof and all obligations thereunder are secured solely by Liens included in Permitted Liens under clause (xx) of the definition thereof;
(ii) Company Borrowers and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its their Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements the Loan Documents;
(iii) Borrowers and their Subsidiaries may become and remain liable with respect to the Contingent Obligations for the Indebtedness permitted under clauses (iii), (v), (viii), (x) and (xiii) of subsection 7.1, provided that any such Contingent Obligations of the Intermediate Holding Companies are subordinate to the Obligations on terms at least as favorable to the Lender as those relating to the subordination of the Intermediate Holding Company guaranties set forth in Section 11.07 of the ordinary course of businessMortgage Notes Indenture (as in effect on November 14, 1997);
(iv) Company and its to the extent such incurrence does not result in the incurrence by Borrowers or any of their Subsidiaries of any obligation for the payment of borrowed money, Borrowers may become and remain liable with respect to Contingent Obligations incurred solely in respect of customary indemnification performance bonds, completion guaranties and purchase price adjustment obligations standby letters of credit or bankers' acceptances, provided that such Contingent Obligations are incurred in connection with sales the ordinary course of assetsbusiness and do not at any time exceed $10,000,000 in the aggregate;
(v) Company Borrowers and its their Subsidiaries may become and remain liable with respect to Contingent Obligations for customary indemnities under Project Documents as in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;effect on November 14, 1997; and
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company and its Subsidiaries Borrowers may become and remain liable with respect to other Contingent Obligations; PROVIDED , provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries Borrowers in respect of all such Contingent Obligations shall at no time exceed $5,000,000.
Appears in 1 contract
Contingent Obligations. Company shall The Borrower will not, and shall will not permit any of its Subsidiaries Subsidiary to, directly make or indirectlysuffer to exist any Contingent Obligation (including, create or become or remain liable without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (a) this Agreement and the other Loan Documents, including, without limitation, Reimbursement Obligations (b) customary indemnification obligations in favor of purchasers in connection with asset dispositions permitted hereunder, (c) customary indemnification obligations under such Person’s charter and bylaws (or equivalent formation documents), (d) indemnities in favor of the Persons issuing title insurance policies insuring the title to any Contingent Obligationproperty, except:
(e) guarantees of (i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect real property leases of the Subsidiary Guaranty; 102
(ii) Company Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect (i) personal property Operating Leases of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company Borrower and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees each case entered into in the ordinary course of business by the Borrower or any of the obligations Subsidiaries, (f) the Receivables Purchase Facility, (g) the Existing Loan Agreement (or any Indebtedness constituting a Permitted Refinancing thereof) and (h) other Contingent Obligations constituting guarantees of suppliers, customers, franchisees and licensees Indebtedness of Company and the Borrower or any of its Subsidiaries in an aggregate amount not permitted under Section 6.14, provided that to exceed at any time $2,000,000; and
(ix) Company and its Subsidiaries may become and remain liable with respect the extent such Indebtedness is subordinated to other Contingent the Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all each such Contingent Obligation shall be subordinated to the Obligations shall at no time exceed $5,000,000on terms reasonably acceptable to the Administrative Agent.
Appears in 1 contract
Contingent Obligations. Company Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) a. Subsidiaries of Company Borrower may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company b. Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification (including, without limitation, for product defect, 116 negligence and breach of contract claims arising in the ordinary course of business) and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company c. Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations Obligations, including Hedge Agreements, in respect of any Indebtedness of Company and Borrower or any of its Subsidiaries permitted by subsection 7.1Subsection VII.A;
(vi) Company d. Borrower and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 annexed hereto;
(vii) e. Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;Notes; and
(viii) Company f. Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees other than Contingent Obligations described in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000Subsections 7.4(i) through (vi); and
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company Borrower and its Subsidiaries Subsidiaries, without duplication, in respect of all such Contingent Obligations and Indebtedness permitted pursuant to Subsection 7.1(viii) shall at no time exceed $5,000,00020,000,000.
Appears in 1 contract
Contingent Obligations. Company Such Loan Party shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Company may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(ii) [Intentionally Omitted];
(iii) [Intentionally Omitted];
(iv) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7.4 annexed hereto;
(v) Holdings may become and remain liable with respect to Contingent Obligations in respect of the Holdings Guaranty and Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(iivi) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness obligation of Company and or any of its Subsidiaries permitted Subsidiary Guarantor not prohibited by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed heretothis Agreement;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Foreign Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course respect of business any obligation of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount any other Foreign Subsidiary not to exceed at any time $2,000,000prohibited by this Agreement; and
(ixviii) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries Obligations in respect of all such Contingent Obligations shall at no time exceed $5,000,000obligations of Foreign Subsidiaries under raw material procurement contracts entered into in the ordinary course of business.
Appears in 1 contract
Sources: Superpriority Debtor in Possession Credit Agreement (Propex Inc.)
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of the Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of businessrequired under subsection 6.10;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and1,000,000;
(vi) Company may become and remain liable with respect to Contingent Obligations under guarantees of Indebtedness of inte▇▇▇▇.▇▇▇, ▇▇C, in an amount not to exceed at any time $1,800,000;
(vii) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of its Domestic Subsidiaries permitted by subsection 7.1;
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,0003,000,000.
Appears in 1 contract
Sources: Credit Agreement (Penton Media Inc)
Contingent Obligations. Company Each Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(ia) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its Subsidiaries Borrowers may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iiib) Company Borrowers and its their Subsidiaries may become and remain liable with respect to Contingent Obligations arising under Hedge Agreements with respect to Indebtedness in the ordinary course of businesstheir respective Guaranties;
(ivc) Company Borrowers and its their Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(vd) Company Borrowers may become and its remain liable with respect to Contingent Obligations arising under Permitted Hedging Transactions;
(e) Borrowers and their Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of guaranties of Indebtedness permitted by SECTION 8.3(g) provided that each guarantor of such Indebtedness (whether or not a Borrower or a Subsidiary of a Borrower) also guaranties the Obligations; and Borrowers and their Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any other Indebtedness of Company and Borrowers or any of its their Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000SECTION 8.3; and
(ixf) Company Borrowers and its their Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000.
Appears in 1 contract
Contingent Obligations. Company and Borrowers shall not, and shall not permit any of its or their Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company Loan Parties may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guarantyunder their respective Guaranties; 102and
(ii) Company Company, Borrowers and its and their Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of CreditCredit in an aggregate amount not to exceed at any time $500,000,000 and Contingent Obligations in respect of other letters of credit and surety bonds in an aggregate amount not to exceed at any time $150,000,000;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of businessIndebtedness;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assetsassets including, without limitation, for the Harbor Capital Post-Closing Obligations;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000100,000,000;
(vi) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of its Subsidiaries to the extent such Indebtedness is specifically permitted by subsection 6.1 (other than Existing Senior Notes, Refinancing Senior Debt and New Junior Debt);
(vii) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 6.4 annexed hereto and any extensions, renewals and refinancings thereof to the extent that such extensions, renewals and refinancings thereof do not result in an increase in the aggregate amount of Contingent Obligations as described in SCHEDULE 6.4;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any obligation of Company or any of its Subsidiaries not prohibited under this Agreement (other than any obligation with respect to Indebtedness) (other than Existing Senior Notes, Refinancing Senior Debt and New Junior Debt);
(ix) Company and Packaging may become and remain liable on a subordinated basis with respect to Existing Senior Notes, Refinancing Senior Debt and New Junior Debt; PROVIDED Company and Packaging may become and remain liable with respect to New Junior Debt on an unsubordinated basis if such New Junior Debt is unsecured; and
(ixx) In addition to Contingent Obligations permitted by the other clauses of this subsection, Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate principal liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000250,000,000.
Appears in 1 contract
Contingent Obligations. Holdings and Company shall not, and shall not permit any of its their respective Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Holdings and Subsidiaries of Company may become and remain liable with respect to Contingent Obligations arising under (a) their respective Guaranties, (b) the Subordinated Bridge Loan Guaranties, and (c) guarantees of Indebtedness under the Subordinated Exchange Note Documents or permitted under subsection 7.1(vi), provided that the obligations of Holdings or such Subsidiaries under guarantees described in respect this clause (c) shall be subordinated in right of payment to the Obligations pursuant to documentation containing subordination provisions and other material terms no less favorable to Company, its Subsidiaries and Lenders than the corresponding terms of the Subsidiary Guaranty; 102Subordinated Bridge Loan Guaranties;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Interest Rate Agreements entered into with Lenders or Affiliates of Lenders with respect to Indebtedness which the aggregate net amount which Company would be liable to pay to counterparties thereunder in the ordinary course event all such Interest Rate Agreements were terminated at the time of businessdetermination shall not exceed $2,500,000 at any time;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in the ordinary course of business in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, landlords, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000250,000;
(vi) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under food product futures arrangements consistent with past practices of the Business and of any business acquired under subsection 7.7(vii) for the supply of food products used in the business of Company and its Subsidiaries; and
(ixvii) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000250,000.
Appears in 1 contract
Sources: Credit Agreement (MBW Foods Inc)
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under (a) Second Lien Hedge Agreement Obligations and (b) Hedge Agreements with respect to Indebtedness in the ordinary course of businessrequired under subsection 6.10;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets, in each case, permitted hereunder;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries Subsidiaries, in an aggregate amount not to exceed at any time $2,000,000; and1,000,000;
(ixvi) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of its Subsidiaries permitted by subsection 7.1 or any other obligations of the Company and its Subsidiaries are not prohibited hereby;
(vii) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7.4 annexed hereto;
(viii) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,0002,000,000; and
(ix) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under take-or pay contracts in an aggregate amount not too exceed at any time $8,000,000.
Appears in 1 contract
Contingent Obligations. Company and Borrowers shall not, and shall not permit any of its or their Restricted Subsidiaries to, directly or indirectly, to create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company Loan Parties may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102under their respective Guarantee Agreements;
(ii) Company Company, Borrowers and its and their Restricted Subsidiaries may become and remain liable with respect to (x) Contingent Obligations in respect of Letters of CreditCredit in an aggregate amount not to exceed at any time $350,000,000 and (y) Contingent Obligations in respect of other letters of credit and surety bonds in an aggregate amount not to exceed at any time $150,000,000;
(iii) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Hedging Agreements (other than Commodities Agreements) with respect to Indebtedness in the ordinary course or other obligations of businessCompany and its Restricted Subsidiaries;
(iv) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assetsassets of Company and its Restricted Subsidiaries;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Restricted Subsidiaries in an aggregate amount not to exceed at any time $2,000,000200,000,000;
(vi) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of its Restricted Subsidiaries to the extent such Indebtedness is specifically permitted by Section 8.1 (other than Permitted Secured Debt, Permitted Unsecured Debt and except to the extent the obligors for any particular issuance of Indebtedness are otherwise specifically restricted by this Agreement);
(vii) Company and its Restricted Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 8.4 annexed hereto and Permitted Refinancing Indebtedness thereof;
(viii) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any obligation of Company or any of its Restricted Subsidiaries not prohibited under this Agreement (other than any obligation with respect to Indebtedness);
(ix) [Reserved];
(x) Company, Packaging, ▇▇▇▇▇-▇▇▇▇▇▇▇▇ and Subsidiary Guarantors may become and/or remain liable with respect to Contingent Obligations in respect of Permitted Unsecured Debt, Permitted Secured Debt and Permitted European Senior Debt;
(xi) Company and its Restricted Subsidiaries may become and remain liable for any performance guaranties or bonds, statutory bonds, appeal bonds, bid bonds or similar obligations (including any reimbursement or indemnity obligations entered into with respect thereto) incurred by Company and its Restricted Subsidiaries in the ordinary course of business;
(xii) OIEG and the Dutch Guarantors may become and remain liable for any joint and several liability arising as a result of the establishment of a fiscal unity (fiscale eenheid); and
(ixxiii) in addition to Contingent Obligations permitted by the other clauses of this Section, Company and its Restricted Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate principal liability, contingent or otherwise, of Company and its Restricted Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000400,000,000.
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102Letters of Credit and Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of other letters of credit in an aggregate amount not to exceed at any time $6,500,000;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness required under subsection 6.10 and under other Hedge Agreements entered into in the ordinary course of businessbusiness and not for speculative purposes;
(iviii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assetsassets and in respect of earn-out obligations incurred in connection with Permitted Acquisitions (provided that the maximum reasonably anticipated amount of such earn-out obligations, together with the purchase price, does not exceed the applicable limit under subsection 7.3(vi));
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees and other similar arrangements in the ordinary course of business of the obligations of Company and its Subsidiaries;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and or any of its Subsidiaries permitted by subsection 7.17.1 (other than, in the case of Subsidiaries of the Company, the Existing Senior Subordinated Notes and the Existing Convertible Subordinated Debentures);
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 annexed heretohereto and any extension or renewal thereof;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,00015,000,000.
Appears in 1 contract
Sources: Credit Agreement (Hexcel Corp /De/)
Contingent Obligations. Company Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company Borrower may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries Borrower may become and remain liable with respect to Contingent Obligations under Hedge Agreements required under subsection 6.10 and under other Hedge Agreements with respect to Indebtedness entered into in the ordinary course of businessbusiness in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes in an aggregate notional amount not to exceed at any time $1,000,000;
(iviii) Company Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(viv) Company Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and Borrower or any of its Subsidiaries permitted by subsection 7.1;
(viv) Company Borrower and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(viivi) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000Indebtedness; and
(ixvii) Company Borrower and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company Borrower and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000500,000.
Appears in 1 contract
Contingent Obligations. Company Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102, and Holdings may become and remain liable with respect to Contingent Obligations in respect of the Holdings Guaranty;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to (y) Contingent Obligations under Hedge Agreements with respect to Indebtedness required under subsection 6.10 and (z) Currency Agreements entered into in the ordinary course of business;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of (a) customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets, (b) endorsements of instruments for deposit or collection in the ordinary course of business, and (c) standard contractual indemnities entered into in the ordinary course of business;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Holdings and its Subsidiaries;
(vi) Holdings and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the Senior Subordinated Notes and the Discount Notes as set forth in the New Sub Debt Indentures;
(viii) Subject to the limitations set forth in subsection 7.1(xii), Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations consisting of guaranties by Company of Foreign Subsidiary Working Capital Indebtedness (including letters of credit issued for the account of Company and its Subsidiaries and in an aggregate amount not to exceed at favor of lenders in respect of any time $2,000,000; andsuch Foreign Subsidiary Working Capital Indebtedness);
(ix) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations consisting of guarantees of obligations of any Subsidiary of Company under any worker’s compensation self-insurance program of such Subsidiary administered in accordance with applicable law relating to worker’s compensation;
(x) Holdings and its Subsidiaries may become and remain liable with respect to Contingent Obligations consisting of (a) guarantees by Holdings and its Subsidiaries of Indebtedness, leases and other contractual obligations permitted to be incurred by Company or its wholly owned Domestic Subsidiaries and (b) guarantees by Foreign Subsidiaries of Holdings of Indebtedness, leases and other contractual obligations permitted to be incurred by other wholly owned Foreign Subsidiaries of Holdings; and
(xi) Company and its Subsidiaries may become and remain liable with respect to Contingent ObligationsObligations not otherwise permitted under this subsection; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations Obligations, together with the aggregate principal amount of Indebtedness of Company and its Subsidiaries incurred pursuant to subsection 7.1(ix), shall at no time exceed $5,000,00020,000,000.
Appears in 1 contract
Sources: Credit Agreement (Sealy Corp)
Contingent Obligations. Company Each Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iiiii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations arising under Hedge Agreements with respect to Indebtedness in the ordinary course of businesstheir respective Guaranties;
(iviii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(iv) Company may become and remain liable with respect to Contingent Obligations arising under Interest Rate Agreements;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and or any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties Currency Agreements pursuant to which Company obtains foreign currency from another Person (the "Counterparty") in exchange for Dollars; provided that (a) the aggregate notional amount -------- for all such Currency Agreements outstanding at any one time shall not exceed the equivalent of $20,000,000, (b) the aggregate amount of foreign currency required to be delivered on any one day by one or more Counterparties under all such Currency Agreements outstanding at any one time shall not exceed the equivalent of $5,000,000; (c) the tenor of any such Currency Agreement shall not exceed twenty-four (24) months, and (d) the expiration date of any such Currency Agreement under which any Lender or any Lender or any of its Affiliates is the counterparty shall not be later than the date of termination of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note IndentureWorking Capital Revolving Loan Commitments;
(viiivii) Company and its Company's Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of guaranties under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000Subordinated Note Indenture; and
(ixviii) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum -------- aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,0002,500,000.
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102, including Contingent Obligations thereunder for the benefit of Interest Rate Exchangers;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements, which Hedge Agreements with respect are in form and substance satisfactory to Indebtedness in the ordinary course of businessAdministrative Agent;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assetsassets other than guaranties of Indebtedness incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition; provided that the maximum assumable liability in respect of all such obligations shall at no time exceed the gross proceeds actually received by Company and its Subsidiaries in connection with such Asset Sales and other sales;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount which, together with the amount of Investments permitted under subsection 7.3(xii), shall not to exceed at any time $2,000,0005,000,000;
(vi) Company may become and remain liable with respect to Contingent Obligations under guarantees in respect of Operating Leases and Capital Leases entered into by Company or any of its Subsidiaries which are permitted under subsection 7.9;
(vii) Company and its Subsidiaries, as applicable, may remain liable with respect to existing Contingent Obligations described in Schedule 7.4 annexed hereto;
(viii) Company and its Subsidiaries may, so long as no Potential Event of Default or Event of Default has occurred and is continuing at the time of becoming liable therefor or occurs as a result thereof, become and remain liable with respect to Contingent Obligations that are (x) guaranties of Development Investments described in clause (a) of the term "Development Investments" or (y) commitments by Company or any of its Subsidiaries to make a Development Investment; provided that, with respect to both clause (x) and clause (y) above, (1) no such Contingent Obligations shall be permitted unless, at the time of becoming liable with respect to such Contingent Obligations, the Development Site and the store located or to be located at the Development Site have been leased or irrevocably committed by the Developer to be leased to Company or one of its Subsidiaries, (2) neither Company nor any of its Subsidiaries may be or become a general partner of any Developer or otherwise be liable in any manner for any Indebtedness or any other obligations of any Developer (other than pursuant to customary provisions contained in any lease pertaining to a Development Site or a store leased to Company or one of its Subsidiaries) and (3) the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all Contingent Obligations under this subsection 7.4(viii), together with the aggregate Development Investments under subsection 7.3(vi), shall not exceed $35,000,000 at any time outstanding;
(ix) Company and its Subsidiaries may, so long as no Potential Event of Default or Event of Default has occurred and is continuing at the time of becoming liable therefor or occurs as a result thereof, become and remain liable with respect to Contingent Obligations that are (x) guaranties of California Development Investments described in clause (a) of the term "California Development Investments" or (y) commitments by Company or any of its Subsidiaries to make a California Development Investment; provided that, with respect to both clauses (x) and (y) above, (1) no such Contingent Obligations shall be permitted unless, at the time of becoming liable with respect to such Contingent Obligations, neither Company nor any of its Subsidiaries may be or become a general partner of any Developer or otherwise be liable in any manner for any Indebtedness or any other obligations of any Developer (other than pursuant to customary provisions contained in any lease pertaining to a Development Site) and (2) the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all Contingent Obligations under this subsection 7.4(ix), together with the aggregate California Development Investments under subsection 7.3(x), shall not exceed $25,000,000 at any time outstanding;
(x) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of subordinated guaranties of the Senior Subordinated Notes in the form contained in, and to the extent required to be made in accordance with the terms and conditions of, the Senior Subordinated Note Indenture as in effect on the Closing Date; and
(ixxi) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,00020,000,000.
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements described in Schedule 7.4 and other Hedge Agreements with respect to Indebtedness in an aggregate notional principal amount not to exceed at any time the ordinary course principal amount of businessthe Loans outstanding;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and 110 purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees customers and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,0003,000,000;
(vi) Company may become and remain liable with respect to leases of its Subsidiaries to the extent such leases are permitted by subsection 7.9; and
(ixvii) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate -------- liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000.
Appears in 1 contract
Sources: Credit Agreement (Price Communications Wireless Inc)
Contingent Obligations. Company Holdings and the Borrowers shall not, and shall not permit any of its their respective Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company Holdings and the Borrowers may become and remain liable with respect to Contingent Obligations in respect of arising under Loan Documents to which Holdings and the Subsidiary Guaranty; 102Borrowers are a party;
(ii) Company and its Subsidiaries The Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations in respect of Letters of Creditarising under the Guaranty;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company and its Subsidiaries The Borrower Entities may become and remain liable with respect to Contingent Obligations in respect of customary indemnification agreements relating to the construction of subdivisions, water rights agreements, development agreements, agreements related to the provision of utility services and purchase price adjustment obligations incurred in connection similar agreements of any such Person;
(iv) Holdings and the Borrower Entities may become and remain liable with sales respect to guarantees of assetsIndebtedness under the First Lien Loan Documents that is permitted under subsection 6.1(v);
(v) Company and its Subsidiaries The Borrowers may enter into Hedge Agreements required under subsection 5.12;
(vi) The Loan Parties may become and remain liable with respect to Contingent Obligations granted in respect favor of title insurers; provided that any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to such Contingent Obligations described in SCHEDULE 7.4 annexed hereto;entered into by the Loan Parties shall apply to Real Property Collateral of the Borrowers and the Subsidiary Guarantors; and
(vii) Subsidiary Guarantors Holdings and the Borrowers may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable indemnity agreements previously entered into with respect to Contingent Obligations under guarantees in the ordinary course of business potential Environmental Liabilities arising out of the obligations ownership and operation of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000Real Property Collateral.
Appears in 1 contract
Sources: Credit Agreement (FX Real Estate & Entertainment Inc.)
Contingent Obligations. Company and Borrowers shall not, and shall not permit any of its or their Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company Loan Parties may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102under their respective Guaranties;
(ii) Company Company, Borrowers and its and their Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of CreditCredit in an aggregate amount not to exceed at any time $350,000,000 and Contingent Obligations in respect of other letters of credit and surety bonds in an aggregate amount not to exceed at any time $150,000,000;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of businessIndebtedness;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000100,000,000;
(vi) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of its Subsidiaries to the extent such Indebtedness is specifically permitted by subsection 6.1 (other than Existing Holdings Senior Notes, the Existing BSN Senior Subordinated Notes, Refinancing Senior Debt and New Junior Debt);
(vii) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 6.4 annexed hereto and any extensions, renewals and refinancings thereof to the extent that such extensions, renewals and refinancings thereof do not result in an increase in the aggregate amount of Contingent Obligations as described in Schedule 6.4;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any obligation of Company or any of its Subsidiaries not prohibited under this Agreement (other than any obligation with respect to Indebtedness) (other than Existing Holdings Senior Notes, the Existing BSN Senior Subordinated Notes, Refinancing Senior Debt and New Junior Debt);
(ix) Company and Packaging may become and remain liable on a subordinated basis with respect to Existing Holdings Senior Notes, Refinancing Senior Debt and New Junior Debt; provided Company and Packaging may become and remain liable with respect to New Junior Debt on an unsubordinated basis if such New Junior Debt is unsecured;
(x) BSN and its Subsidiaries remain liable with respect to Contingent Obligations under the Existing BSN Senior Subordinated Notes; provided that such obligations are subordinated to the French Tranche C1 Term Loans, the French Tranche C2 Term Loans and the French Tranche C3 Term Loans as set forth in the Existing BSN Senior Subordinated Indentures or otherwise on terms and conditions satisfactory to Administrative Agent; and
(ixxi) In addition to Contingent Obligations permitted by the other clauses of this subsection, Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate principal liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000250,000,000.
Appears in 1 contract
Sources: Secured Credit Agreement (Owens Illinois Group Inc)
Contingent Obligations. Company The Borrowers shall not, and shall not permit any of its their Restricted Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become the Borrowers and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note IndentureRate Protection Agreements or other Hedging Agreements;
(viiiii) Company the Borrowers and its their Restricted Subsidiaries may become and remain liable with respect to the Contingent Obligations for Indebtedness permitted under guarantees in subsection 7.1 to the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not extent such Borrower or such Restricted Subsidiary is permitted to exceed at any time $2,000,000; andincur such Indebtedness under subsection 7.1;
(ixiii) Company the Loan Parties may become and its remain liable for customary indemnities under the Project Documents;
(iv) the Borrowers and their Restricted Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED , provided that the maximum aggregate liability, contingent or otherwise, of Company the Borrowers and its their Restricted Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,00010,000,000;
(v) the Borrowers and their Restricted Subsidiaries may become liable for Contingent Obligations made on behalf of Excluded Subsidiaries or Non-Guarantor Restricted Subsidiaries in an amount, when aggregated (without duplication) with the amount of Investments made in Cash and Cash Equivalents pursuant to subsection 7.3(xiii) and Contingent Obligations incurred pursuant to this clause, not to exceed $225,000,000 at any time, so long as both before and after giving effect to the incurrence of such Contingent Liability, no Potential Event of Default or Event of Default has occurred or is continuing;
(vi) prior to completion of the IPO Restructuring, LVSI may become and remain liable for Contingent Obligations incurred under the nonrecourse indemnity dated as of August 20, 2004 in favor of Archon Financial, L.P.; and
(vii) Investments permitted under subsection 7.3 to the extent they constitute Contingent Obligations.
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries ; the Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under Hedge Agreements the Guaranties;
(ii) Company and the Subsidiary Guarantors may become and remain liable with respect to Indebtedness in Contingent Obligations arising under their guaranties of the ordinary course of businessSubordinated Debt as are required under the Subordinated Debt Documents;
(iviii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations of any such Person incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viiiiv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, landlords, customers, franchisees franchisees, workers' compensation providers and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; andSubsidiaries;
(ixv) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7.4 annexed hereto and any modifications, extensions or renewal of such Contingent Obligations;
(vi) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided, that the maximum -------- aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000; provided -------- further, that no more than $1,000,000 of the Contingent Obligations ------- permitted to be incurred under this clause (vi) may be incurred by Subsidiaries of Company;
(vii) Company and its Subsidiaries may become and remain liable with respect to Hedge Agreements entered into pursuant to this Agreement or otherwise in the ordinary course of business, and not for speculative purposes;
(viii) Company's Foreign Subsidiaries may become and remain liable with respect to guaranties of Indebtedness permitted to be incurred by another Foreign Subsidiary; and
(ix) Company and its Subsidiaries may become and remain liable with respect to guaranties of Indebtedness assumed in connection with a Permitted Acquisition pursuant to subsection 7.1(xii), provided, that, such -------- guaranties were existing at the time of consummation of the Permitted Acquisition and not incurred in connection with, or in an anticipation of, such Permitted Acquisition.
Appears in 1 contract
Sources: Credit Agreement (Microclock Inc)
Contingent Obligations. Neither Holdings nor Company shall, nor shall not, and shall not it permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Holdings may become and remain liable with respect to Contingent Obligations in respect of the Holdings Guaranty, and Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of businessrequired under subsection 6.10;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and or any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 ------------ annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ixvii) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum -------- aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,0002,500,000.
Appears in 1 contract
Sources: Credit Agreement (Wec Co)
Contingent Obligations. 118 Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102, including Contingent Obligations thereunder for the benefit of Lenders or Affiliates of Lenders as Interest Rate Exchangers or Currency Exchangers (as such terms are defined in the Subsidiary Guaranty);
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Foreign Subsidiaries of Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements in respect of letters of credit, performance, completion or surety bonds or guaranties or other similar Contingent Obligations, including without limitation existing Contingent Obligations described on Schedule 7.4 annexed hereto, in an aggregate amount for all such Contingent Obligations of up to $4,000,000; PROVIDED that the aggregate amount of any liabilities or Indebtedness which is outstanding and drawn with respect to such Contingent Obligations, together with the aggregate amount outstanding and drawn under the lines of credit permitted under subsection 7.1(vii), does not exceed $6,500,000 at any time; and Company may become and remain liable with respect to guarantees of the Foreign Subsidiaries' Contingent Obligations permitted under this subsection 7.4(iii) and with respect to guarantees of the Foreign Subsidiaries' Indebtedness in the ordinary course of businesspermitted under subsection 7.1(vii);
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Currency Agreements entered into in respect the ordinary course of customary indemnification and purchase price adjustment obligations incurred business with a Lender or an Affiliate of a Lender in connection with sales of assetsa notional amount not to exceed $10,000,000 for all such Currency Agreements;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,0002,500,000;
(vi) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of its Subsidiaries permitted by subsection 7.1 and Company may become and remain liable with respect to Contingent Obligations in respect of any other liabilities or obligations or any of its Subsidiaries not prohibited under this Agreement; 119
(vii) Company and its Subsidiaries, as applicable, may remain liable with respect to existing Contingent Obligations described in SCHEDULE 7.4 annexed hereto; PROVIDED that with respect to Foreign Subsidiaries, such Contingent Obligations are permitted pursuant to subsection 7.4(iii);
(viii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the Senior Subordinated Notes as set forth in the Senior Subordinated Note Indenture as in effect on the Closing Date; and
(ix) Company and its Domestic Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Domestic Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,0002,500,000.
Appears in 1 contract
Sources: Credit Agreement (Wavetek U S Inc)
Contingent Obligations. Company and Borrowers shall not, and shall not permit any of its or their Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company Loan Parties may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102under their respective Guaranties;
(ii) Company Company, Borrowers and its and their Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of CreditCredit in an aggregate amount not to exceed at any time $350,000,000 and Contingent Obligations in respect of other letters of credit and surety bonds in an aggregate amount not to exceed at any time $150,000,000;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of businessIndebtedness;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000100,000,000;
(vi) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of its Subsidiaries to the extent such Indebtedness is specifically permitted by subsection 6.1 (other than Existing Holdings Senior Notes, Refinancing Senior Debt, New Junior Debt and except to the extent the obligors for any particular issuance of Indebtedness are otherwise specifically restricted by this Agreement);
(vii) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 6.4 annexed hereto and any extensions, renewals and refinancings thereof to the extent that such extensions, renewals and refinancings thereof do not result in an increase in the aggregate amount of Contingent Obligations as described in Schedule 6.4;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any obligation of Company or any of its Subsidiaries not prohibited under this Agreement (other than any obligation with respect to Indebtedness);
(ix) Company and Packaging may become and remain liable on a subordinated basis with respect to Existing Holdings Senior Notes, Refinancing Senior Debt and New Junior Debt; provided Company and Packaging may become and remain liable with respect to New Junior Debt on an unsubordinated basis if such New Junior Debt is unsecured;
(x) Company, Packaging and Subsidiary Guarantors may remain liable with respect to the Existing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Senior Secured Notes and Senior Unsecured Notes, and may become and remain liable with respect to New Senior Debt and New European Refinancing Debt; and
(ixxi) In addition to Contingent Obligations permitted by the other clauses of this subsection, Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate principal liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000300,000,000.
Appears in 1 contract
Contingent Obligations. Company Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company may become and remain liable with respect to Contingent Obligations under Hedge Agreements required under subsection 6.10 and Currency Agreements in the ordinary course of business;
(a) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of the Merger Agreement and customary indemnification and purchase price adjustment obligations incurred in connection with Permitted Acquisitions and Asset Sales permitted under Hedge Agreements with respect to Indebtedness subsection 7.7 or other sales of assets in the ordinary course of business;
business and (ivb) Company Holdings, Call Co and its Call Co's Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with sales the CroMedica Acquisition pursuant to the terms of assetsthe CroMedica Share Purchase Agreement and issuances of Holdings Common Stock pursuant to the terms of the Exchangeable Shares and the Exchange and Support Agreement;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its leases not prohibited by this Agreement to which Subsidiaries permitted by subsection 7.1;are a party; and
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company and its Domestic Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations and all Indebtedness permitted under subsection 7.1(xi) shall at no time exceed $5,000,0004,000,000.
Appears in 1 contract
Sources: Credit Agreement (PRA International)
Contingent Obligations. Company Each of Parent and Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) (a) Subsidiaries of Company Borrower may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102, and (b) Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty;
(ii) Company Parent and its Subsidiaries of Borrower may become and remain liable with respect to Contingent Obligations in respect of the Indebtedness under the Senior Subordinated Notes Indenture and any indenture governing any Permitted Additional Subordinated Financing; provided that (a) no guaranty by Parent or any Subsidiary of Borrower of such Indebtedness shall be permitted unless Parent or such Subsidiary shall have also provided a guaranty of, and provided security for, the Obligations (substantially on the terms set forth in the Parent Guaranty, the Subsidiary Guaranty and the Security Agreement (as set forth in subsection 6.8)) and (b) such guaranty shall be subordinated to the guaranty of the Obligations on terms at least as favorable to Lenders as those contained in the subordination provisions of such Indebtedness;
(iii) Borrower may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iiiiv) Company and its Subsidiaries Borrower may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of businessentered into for non-speculative purposes;
(ivv) Company Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable assets consistent with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1past business practices;
(vi) Company Borrower and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations existing on the Restatement Date and described in SCHEDULE Schedule 7.4 annexed hereto;; and
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company Borrower and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company Borrower and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,00010,000,000.
Appears in 1 contract
Contingent Obligations. Company The Borrowers shall not, and shall not permit any of its their Restricted Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become the Borrowers and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties “Rate Protection Agreements” (as defined in the Bank Credit Agreement as in effect on the date hereof or, at a Borrower’s request, with the consent of the New Senior Subordinated Notes Administrative Agent, as set forth in the New Senior Subordinated Note Indentureamended, amended and restated, supplemented, replaced, refinanced or otherwise modified with respect to such defined term) or other Hedging Agreements;
(viiiii) Company the Borrowers and its their Restricted Subsidiaries may become and remain liable with respect to the Contingent Obligations (a) for Indebtedness permitted under guarantees in subsection 7.1 to the ordinary course of business of the extent a Borrower or a Restricted Subsidiary is permitted to incur such Indebtedness under subsection 7.1 or (b) for other obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; andwholly-owned Restricted Subsidiaries;
(ixiii) Company the Loan Parties may become and its remain liable for customary indemnities under the Project Documents;
(iv) the Borrowers and their Restricted Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED , provided that the maximum aggregate liability, contingent or otherwise, of Company the Borrowers and its their Restricted Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,00012,500,000;
(v) the Borrowers and their Restricted Subsidiaries may become liable for Contingent Obligations made on behalf of Excluded Subsidiaries, Non-Guarantor Restricted Subsidiaries, Joint Ventures or LVSC (with respect to LVSC Permitted Indebtedness, in which event the Contingent Obligations shall be unsecured) in an amount, when aggregated (without duplication) with the amount of Investments made in Cash and Cash Equivalents pursuant to subsection 7.3(xiii) and Contingent Obligations incurred pursuant to this clause, not to exceed $300,000,000 at any time, so long as both before and after giving effect to the incurrence of such Contingent Obligations, no Potential Event of Default or Event of Default has occurred or is continuing; provided that, notwithstanding the foregoing, Borrowers and the Restricted Subsidiaries may not become liable for Contingent Obligations made on behalf of Joint Ventures in excess of $50,000,000 in the aggregate;
(vi) the Borrowers and their Restricted Subsidiaries may become liable for unsecured Contingent Obligations made on behalf of LVSC with respect to LVSC Permitted Indebtedness in a principal amount, which, when aggregated together (without duplication) with the amount of Investments made pursuant to subsections 7.3(viii), (xiv) and (xvi), shall not exceed the aggregate amount of Investments that are permitted under subsections 7.3(viii), (xiv) and (xvi), so long as both before and after giving effect to the incurrence of such Contingent Obligations, no Potential Event of Default or Event of Default has occurred or is continuing;
(vii) the Borrowers and their Restricted Subsidiaries may become liable for unsecured Contingent Obligations made on behalf of LVSC with respect to the LVSC Permitted Credit Facility Refinancing Indebtedness, so long as both before and after giving effect to the incurrence of such Contingent Obligations, no Potential Event of Default or Event of Default has occurred or is continuing;
(viii) the Borrowers and their Restricted Subsidiaries may become liable for unsecured Contingent Obligations made on behalf of LVSC with respect to LVSC Permitted Indebtedness so long as: (a) the Consolidated Leverage Ratio on the date that such Contingent Obligations are incurred (after giving effect to such guaranteed Indebtedness) is no greater than 3.0:1.0 and (b) so long as both before and after giving effect to the incurrence of such Contingent Obligation, no Potential Event of Default or Event of Default has occurred or is continuing;
(ix) Investments permitted under subsection 7.3 to the extent they constitute Contingent Obligations; and
(x) the Borrowers and the Restricted Subsidiaries may become and remain liable with respect to unsecured Contingent Obligations made on behalf of LVSC in respect of the LVSC Notes.
Appears in 1 contract
Sources: Ff&e Facility Credit Agreement (Las Vegas Sands Corp)
Contingent Obligations. Company Holdings and the Borrowers shall not, and shall not permit any of its their respective Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company Holdings and the Borrowers may become and remain liable with respect to Contingent Obligations in respect of arising under Loan Documents to which Holdings and the Subsidiary Guaranty; 102Borrowers are a party;
(ii) Company and its Subsidiaries The Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations in respect of Letters of Creditarising under the Guaranty;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company and its Subsidiaries The Borrower Entities may become and remain liable with respect to Contingent Obligations in respect of customary indemnification agreements relating to the construction of subdivisions, water rights agreements, development agreements, agreements related to the provision of utility services and purchase price adjustment obligations incurred in connection similar agreements of any such Person;
(iv) Holdings and the Borrower Entities may become and remain liable with sales respect to guarantees of assetsIndebtedness under the Second Lien Loan Documents that is permitted under subsection 6.1(v);
(v) Company and its Subsidiaries The Borrowers may enter into Hedge Agreements required under subsection 5.12;
(vi) The Loan Parties may become and remain liable with respect to Contingent Obligations granted in respect favor of title insurers; provided that any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to such Contingent Obligations described in SCHEDULE 7.4 annexed hereto;entered into by the Loan Parties shall apply to Real Property Collateral of the Borrowers and the Subsidiary Guarantors; and
(vii) Subsidiary Guarantors Holdings and the Borrowers may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable indemnity agreements previously entered into with respect to Contingent Obligations under guarantees in the ordinary course of business potential Environmental Liabilities arising out of the obligations ownership and operation of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000Real Property Collateral.
Appears in 1 contract
Sources: Credit Agreement (FX Real Estate & Entertainment Inc.)
Contingent Obligations. Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Restricted Subsidiaries of Company Borrower may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries Borrower may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries Borrower may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements constituting Hedge Agreements entered into for bona fide hedging purposes (but in any event not for speculative purposes) with respect any Person who, at the time it enters into such Interest Agreement, is a Lender or an Affiliate of a Lender (irrespective of whether such Person, subsequent to Indebtedness in entering into such Interest Rate Agreement, ceases to be a Lender or an Affiliate of a Lender) (any of the ordinary course of businessforegoing Interest Rate Agreements, a “Lender Hedge Agreement”) ;
(iv) Company Borrower and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assetsassets or other financing transactions, including customary indemnification obligations in favor of the lenders and other financial institutions party to the Existing Credit Agreement that survive the repayment in full of the Indebtedness under the Existing Credit Agreement;
(v) Company Borrower and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and Borrower or any of its domestic Restricted Subsidiaries permitted by subsection 7.1 (other than Indebtedness permitted under clause (vii), (viii) or (ix) of subsection 7.1);
(vi) Company Borrower and its Restricted Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 annexed hereto;
(vii) Subsidiary Guarantors Borrower and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations (other than Contingent Obligations constituting Indebtedness) in support of Gaming Facilities owned and/or operated by Unrestricted Subsidiaries, including credit support agreements, makewell agreements, keepwell agreements, completion guaranties and any other agreements evidencing similar obligations entered into in the ordinary course of business and consistent with past practice;
(viii) Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of (a) the New Senior 78.875% Subordinated Notes as set forth in the New Senior 78.875% Subordinated Note Indenture;, (b) any Refinancing Indebtedness permitted by subsection 7.1(vii), and (c) any unsecured Subordinated Indebtedness permitted by subsection 7.1(viii); provided that the subordinated guaranties of Indebtedness described in clauses (b) and (c) of this subsection 7.1(viii) are subordinated to the Loans on terms no less favorable to the Lenders than the terms of the subordinated guaranties of the 78.875% Subordinated Notes; and
(viiiix) Company Borrower and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees permitted in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company and its Subsidiaries may become and remain liable accordance with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000subsection 7.1(xi).
Appears in 1 contract
Contingent Obligations. Company No Borrower shall not, and nor shall not any Borrower permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Company and its Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in arising under their respective Guaranties, including Contingent Obligations thereunder with respect to Interest Rate Agreements and Currency Agreements entered into with any Lender or any of the Subsidiary Guaranty; 102its Affiliates;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(iv) Company may become and remain liable with respect to the Assumed Guaranties relating to the Customer Notes;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Company's Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 ------------ annexed hereto;; 151
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees Interest Rate Agreements required under subsection 6.11 and under Currency Agreements designed to hedge against fluctuations in currency values entered into in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of business;
(viii) Company and its Subsidiaries (a) may become and remain liable with respect to Customer Financing Note Guaranties existing as of the Closing Date in an aggregate amount not to exceed $7,000,000; (b) may become and remain liable with respect to Customer Financing Note Guaranties provided after the Closing Date which Customer Financing Note Guaranties are not supported by Letters of Credit; provided that the aggregate -------- outstanding amount of such Customer Financing Note Guaranties under this clause (b) plus the aggregate outstanding amount of Investments with ---- respect to Secured Customer Financing Arrangements made after the Closing Date in accordance with subsection 7.3(viii) does not exceed $30,000,000 at any time time; and (c) may become and remain liable with respect to Customer Financing Note Guaranties supported by Letters of Credit; provided that the -------- aggregate amount of all Customer Financing Note Guaranties supported by Letters of Credit under clause (c) shall not exceed $2,000,00010,000,000 outstanding at any time; and
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum -------- aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such other Contingent Obligations shall at no time exceed $5,000,0001,000,000.
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102, including Contingent Obligations thereunder for the benefit of Interest Rate Exchangers;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements required under subsection 6.10 and under other Hedge Agreements with respect to Indebtedness Indebtedness, which Hedge Agreements are in the ordinary course of businessform and substance satisfactory to Agent;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assetsassets other than guaranties of Indebtedness incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition; provided that the maximum assumable liability in respect of all such obligations shall at no time exceed the gross proceeds actually received by Company and its Subsidiaries in connection with such Asset Sales and other sales;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount which, together with the amount of Investments permitted under subsection 7.3(xiii), shall not to exceed at any time $2,000,0005,000,000; and
146 154 (ixvi) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries Obligations under guarantees in respect of all such Contingent Obligations shall at no time exceed $5,000,000.Operating Leases and Capital Leases entered into by Company or any of its Subsidiaries which are permitted under subsection 7.9;
Appears in 1 contract
Contingent Obligations. Company Borrower and Holdings shall not, and shall not permit any of its their Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become Borrower and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its Subsidiaries Holdings may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company Credit issued under this Agreement, and its Subsidiaries of Borrower and Holdings may become and remain liable with respect to Contingent Obligations under Hedge Agreements with in respect to Indebtedness in the ordinary course of businessa Guaranty;
(ivii) Company Holdings and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (x) Asset Sales or other sales of assets, and (y) Investments permitted under this Agreement;
(viii) Company Holdings and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and Holdings, Borrower or any of its Subsidiaries permitted by subsection 7.1; provided that Holdings and Subsidiaries of Holdings other than Borrower may not become liable in respect of Indebtedness of Borrower under subsections 7.1(v) and 7.1(vi); provided further that notwithstanding the foregoing, Holdings may become and remain liable with respect to Contingent Obligations to the extent permitted by clause (6) of subsection 7.1(v);
(viiv) Company Holdings and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 annexed hereto;
(viiv) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company Holdings and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees incurred in the ordinary course of business of the obligations of supplierswith respect to surety and appeal bonds, customers, franchisees performance bonds and licensees of Company other similar obligations; and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company Holdings and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries Obligations in respect of all letters of credit provided that the aggregate amount of such Contingent Obligations shall at no time not exceed $5,000,00010,000,000; and
(vi) Borrower and Holdings may become and remain liable with respect to Contingent Obligations under Hedge Agreements provided that the aggregate amount of such Contingent Obligations shall not exceed $200,000,000.
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102Letters of Credit and Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of other letters of credit in an aggregate amount not to exceed at any time $6,500,000;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness entered into in the ordinary course of businessbusiness and not for speculative purposes;
(iviii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assetsassets and in respect of earn-out obligations incurred in connection with Permitted Acquisitions (provided that the maximum reasonably anticipated amount of such earn-out obligations, together with the purchase price, does not exceed the applicable limit under subsection 7.3(vi));
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees and other similar arrangements in the ordinary course of business of the obligations of Company and its Subsidiaries;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and or any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 annexed heretohereto and any extension or renewal thereof;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,00015,000,000.
Appears in 1 contract
Sources: Credit Agreement (Hexcel Corp /De/)
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102Letters of Credit and Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of other letters of credit in an aggregate amount not to exceed at any time $10,000,000;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect under Hedge Agreements not for speculative purposes (as a direct obligor or as a guarantor of Letters of CreditCompany or its Subsidiaries);
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assetsassets and in respect of earn-out obligations, customary indemnification and purchase price adjustment obligations incurred in connection with acquisitions;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees and other similar arrangements of the obligations of Company and its Subsidiaries which arise in the ordinary course of business;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and or any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 annexed heretohereto and any extension or renewal thereof;
(vii) Company or a Subsidiary Guarantors of Company may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth assumed in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable connection with respect to an acquisition; provided that such Contingent Obligations under guarantees are not created in the ordinary course anticipation of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000such acquisition; and
(ixviii) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,00015,000,000.
Appears in 1 contract
Sources: Loan Agreement (Hexcel Corp /De/)
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Interest Rate Agreements with respect to Indebtedness in an aggregate notional principal amount not exceeding 50% of the ordinary course of businessTerm Loans outstanding on the Closing Date;
(iv) Company and its Active Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Active Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Active Subsidiaries in an aggregate amount not to exceed at any time $2,000,000500,000;
(vi) Company and its Active Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of its Active Subsidiaries permitted by subsection 7.1;
(vii) Company and its Active Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7.4 annexed hereto; ------------
(viii) Company may become and remain liable with respect to Contingent Obligations under unsecured guarantees in the ordinary course of the obligations of Company's Wholly-Owned Subsidiary Guarantors under Operating Leases (other than ▇▇▇▇▇) and ▇▇▇▇▇ may become and remain liable with respect to Contingent Obligations under unsecured guarantees in the ordinary course of the obligations of Glit so long as the Consolidated Rental Payments at any time during the then current or any future period of 12 consecutive months for all such guaranteed Operating Leases do not exceed $8,000,000; and
(ix) Company and its Active Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the -------- maximum aggregate liability, contingent or otherwise, of Company and its Active Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000500,000.
Appears in 1 contract
Contingent Obligations. Holdings, Company and each other Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company Loan Parties may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102under their respective Guaranties;
(ii) Company and its the other Domestic Subsidiaries of Holdings may become and remain liable with respect to Contingent Obligations under the Senior Subordinated Note Guaranty;
(iii) Domestic Borrowers may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iiiiv) Company and Holdings or any of its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness incurred in the ordinary course of businessbusiness of Holdings or any of its Subsidiaries;
(ivv) Company and its the other Subsidiaries of Holdings may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties the other Subsidiaries of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries Holdings may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its the other Subsidiaries of Holdings in an aggregate amount for all Subsidiaries of Holdings not to exceed at any time $2,000,000; and10,000,000;
(ixvii) Company and its the other Subsidiaries of Holdings may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of any other Borrower or other Domestic Subsidiary of any Borrower that is permitted by subsection 7.1(xii) in an aggregate amount not to exceed the amount of such Indebtedness;
(viii) Any Foreign Subsidiary may become and remain liable with respect to Contingent ObligationsObligations in respect of any Indebtedness of any other Foreign Subsidiary that is permitted by subsection 7.1(x) in an aggregate amount not to exceed the amount of such Indebtedness;
(ix) Company and the other Subsidiaries of Holdings may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of any Foreign Subsidiary that is permitted by subsection 7.1(x); PROVIDED provided, that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect amount of all such Contingent Obligations together with the aggregate principal amount 123 of all Indebtedness owed by all of the Foreign Subsidiaries to Domestic Subsidiaries pursuant to subsection 7.1(iii) and Investments made pursuant to subsection 7.3(viii), shall at no time not exceed $5,000,00075,000,000; and
(x) Holdings and each of its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7.4 annexed hereto.
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iiiii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations arising under Hedge Agreements the Company Guaranty, and each Subsidiary Guarantor may become and remain liable with respect to Indebtedness in Contingent Obligations arising under the ordinary course of businessSubsidiary Guaranty;
(iviii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(viv) (A) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and or any of its Wholly-Owned North American Subsidiaries permitted by subsection 7.1;
and (vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viiiB) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course respect of business of the any Indebtedness, Operating Leases or other obligations of suppliers, customers, franchisees and licensees any Joint Venture or non-Wholly-Owned Subsidiary (other than an Off-Balance Sheet Subsidiary); provided that the aggregate maximum liability of Company and its Subsidiaries with respect to the Contingent Obligations permitted under the preceding clause (B) shall not exceed US$8,000,000 or the Equivalent Amount in an aggregate amount not to exceed any other currency at any time $2,000,000time; andprovided, further, that the aggregate maximum liability of Company and its Subsidiaries with respect to the Contingent Obligations permitted under the preceding clause (B) shall be deemed to be a "Permitted Investment" for purposes of calculating compliance with subsection 7.3A(viii) and subsection 7.7(iii) but shall cease to be included in such calculation upon the permanent release or cancellation of such Contingent Obligations.
(ixv) Company and its Subsidiaries may remain liable with respect to the Contingent Obligations existing on the Closing Date set forth in Schedule 7.4(v);
(vi) Company and its Subsidiaries may become and remain liable with respect to other Contingent ObligationsObligations (other than Contingent Obligations in respect of any Indebtedness or other obligation of any Off-Balance Sheet Subsidiary); PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000US$20,000,000 or the Equivalent Amount in any other currency;
(vii) Company and its Subsidiaries may become and remain liable with respect to guarantees of Operating Leases, construction contracts and other contracts and agreements of Company and its Wholly-Owned North American Subsidiaries entered into the ordinary course of business of Company and its Wholly-Owned North American Subsidiaries;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Currency Agreements and Interest Rate 118 Agreements (other than Currency Agreements and Interest Rate Agreements of any Off-Balance Sheet Subsidiary), in each case to the extent the counterparty to any such Currency Agreements and Interest Rate Agreements is (or at the time such Currency Agreement or Interest Rate Agreement was entered into, was) a Lender or an Affiliate of a Lender;
(ix) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of leases assumed by other Persons (other than Off-Balance Sheet Subsidiaries) in connection with theatres that are sold or closed by Company or any of its Subsidiaries, in each case to the extent Company or any of its Subsidiaries remains liable for any deficiencies thereunder; and
(x) Company's Subsidiaries may become and remain liable with respect to Contingent Obligations, on a subordinated basis, with respect to Subordinated Indebtedness incurred by Company pursuant to subsection 7.1(xiii).
Appears in 1 contract
Sources: Priority Secured Credit Agreement (Loews Cineplex Entertainment Corp)
Contingent Obligations. Company Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i1) Subsidiaries of Company Holdings and any Subsidiary may become and remain liable with respect to Contingent Obligations in respect arising under their guaranties of the Subsidiary Guaranty; 102
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of CreditObligations;
(iii2) Company and its Subsidiaries the Lessee may become and remain liable with respect to Contingent Obligations under Hedge Interest Rate Agreements and Currency Agreements with respect to Indebtedness in the ordinary course of businessa Lender;
(iv3) Company Holdings and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assetsassets or securities;
(v4) Company Holdings and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect letters of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1credit issued under the Exit Facility;
(vi5) Company Holdings and its Subsidiaries may become and remain liable with respect to letters of credit issued in the ordinary course of business of Holdings and its Subsidiaries in an amount not to exceed $5,000,000 in the aggregate at any time;
(6) Holdings and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 Schedule 7(d)(6) annexed heretohereto (other than in respect of letters of credit);
(vii7) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company Holdings and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in to the ordinary course of business of the obligations of suppliers, customers, franchisees extent such Contingent Obligations are permitted pursuant to subsections 7(i) and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,0007(k); and
(ix) Company 8) Holdings and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company the Lessee and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,00010,000,000.
Appears in 1 contract
Contingent Obligations. The Company shall not, and shall not cause or permit any of its the Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its the Subsidiaries may become and remain liable with respect to Contingent Obligations outstanding on the Closing Date described in Schedule H and in respect of Letters any Interest Rate Agreements entered into with any lender under the Senior Credit Facility or any of Credittheir respective Affiliates and any guarantees thereof;
(iiiii) Company and its the Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of businessGuarantees;
(iviii) the Company and its the Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with the Acquisition, additional acquisitions of assets or stock, Asset Sales or other sales of assets;
(v) ; provided that the maximum assumable liability in respect of all such obligations shall at no time exceed the gross proceeds actually received by the Company and its Subsidiaries may become in connection with such Asset Sales and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1other sales;
(viiv) the Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in made under the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000Senior Credit Facility; and
(ixv) the Company and its Subsidiaries may become and remain liable with respect to other guarantees of Indebtedness or Contingent Obligations; PROVIDED that Obligations of a Subsidiary of the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in a Subsidiary of the Company may become and remain liable with respect to guarantees of all such Indebtedness or Contingent Obligations shall at no time exceed $5,000,000of the Company or a Subsidiary of the Company.
Appears in 1 contract
Sources: Senior Subordinated Credit Agreement (Galey & Lord Inc)
Contingent Obligations. Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Restricted Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements constituting Hedge Agreements with respect to Indebtedness in the ordinary course of business;an aggregate notional principal amount not to exceed at any time $100,000,000; 106
(iv) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and or any of its Restricted Subsidiaries permitted by subsection 7.1;
(vi) Company and its Restricted Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule -------- 7.4 annexed hereto;; ---
(vii) Subsidiary Guarantors Company and its Restricted Subsidiaries may become and remain liable with respect to guaranties of the Indebtedness in respect of the unsecured lines of credit permitted under subsection 7.1(v);
(viii) Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viiiix) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations arising under guarantees any subordinated guaranties in the ordinary course respect of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000other Subordinated Indebtedness permitted by subsection 7.1(vii); and
(ixx) Company and its Restricted Subsidiaries may become and remain liable with respect to other Contingent Obligations, Capital Leases permitted under subsection 7.1(ix), and other Indebtedness permitted under subsection 7.1(ix) in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; PROVIDED provided that the maximum aggregate liabilityany Liens securing such -------- Capital Leases, contingent other Indebtedness or otherwise, of Company and its Subsidiaries in respect of all such other Contingent Obligations shall at no time exceed $5,000,000be limited only to those assets that are purchased, leased or financed by such Capital Leases, other Indebtedness or other Contingent Obligations.
Appears in 1 contract
Contingent Obligations. Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Restricted Subsidiaries of Company Borrower may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries Borrower may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries Borrower may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements constituting Hedge Agreements entered into for bona fide hedging purposes (but in any event not for speculative purposes) with respect any Person who, at the time it enters into such Interest Agreement, is a Lender or an Affiliate of a Lender (irrespective of whether such Person, subsequent to Indebtedness in entering into such Interest Rate Agreement, ceases to be a Lender or an Affiliate of a Lender) (any of the ordinary course of businessforegoing Interest Rate Agreements, a “Lender Hedge Agreement”) ;
(iv) Company Borrower and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assetsassets or other financing transactions, including customary indemnification obligations in favor of the lenders and other financial institutions party to the Existing Credit Agreement that survive the repayment in full of the Indebtedness under the Existing Credit Agreement;
(v) Company Borrower and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and Borrower or any of its domestic Restricted Subsidiaries permitted by subsection 7.1 (other than Indebtedness permitted under clause (vii), (viii) or (ix) of subsection 7.1);
(vi) Company Borrower and its Restricted Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 annexed hereto;
(vii) Subsidiary Guarantors Borrower and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations (other than Contingent Obligations constituting Indebtedness) in support of Gaming Facilities owned and/or operated by Unrestricted Subsidiaries, including credit support agreements, makewell agreements, keepwell agreements, completion guaranties and any other agreements evidencing similar obligations entered into in the ordinary course of business and consistent with past practice;
(viii) Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of (a) the New Senior 7% Subordinated Notes as set forth in the New Senior 7% Subordinated Note Indenture;, (b) any Refinancing Indebtedness permitted by subsection 7.1(vii), and (c) any unsecured Subordinated Indebtedness permitted by subsection 7.1(viii); provided that the subordinated guaranties of Indebtedness described in clauses (b) and (c) of this subsection 7.1(viii) are subordinated to the Loans on terms no less favorable to the Lenders than the terms of the subordinated guaranties of the 7% Subordinated Notes; and
(viiiix) Company Borrower and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees permitted in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company and its Subsidiaries may become and remain liable accordance with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000subsection 7.1(xi).
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit and Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters other letters of Creditcredit in an aggregate amount not to exceed at any time $30,000,000;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with sales of assets;
(iv) Company may become and remain liable with respect to Contingent Obligations under Hedge Agreements entered into in the ordinary course of business;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations described on Schedule 7.4 of the Company Disclosure Letter;
(vi) (a) Company and the Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of the Subsidiary Guarantors permitted pursuant to subsection 7.1; provided, however, that in the event such Indebtedness is Subordinated Indebtedness, any Contingent Obligation in respect thereof shall be subordinated to the Subsidiary Guaranty to the same extent such Subordinated Indebtedness is subordinated to the Obligations of Company or such Domestic Subsidiary, as the case may be; and (b) Subsidiaries of Company (other than Subsidiary Guarantors) may become and remain liable with respect to Contingent Obligations in respect of Indebtedness of Company or any of its Subsidiaries permitted pursuant to subsection 7.1;
(vii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company performance bonds, bid bonds, appeal bonds, surety bonds, and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth similar obligations provided in the New Senior Subordinated Note Indentureordinary course of business to support the obligations of such Subsidiaries and Joint Ventures;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees indemnification, adjustment of purchase price, earn-out deferred compensation and similar obligations incurred in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; andconnection with a Permitted Acquisition;
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such other Contingent Obligations shall not exceed the greater of (a) $50,000,000 at no any time exceed $5,000,000or (b) 5% of Consolidated Tangible Assets (determined as of the end of the immediately preceding Fiscal Quarter) at the time Company or such Subsidiary becomes liable with respect to such Contingent Obligation; and
(x) Company and its Subsidiaries may become and remain liable with respect to any guaranties by Company or such Subsidiary made in the ordinary course of business of any obligations of a Subsidiary of Company under a contract for the performance of or delivery of work or services (a) to a customer of such Subsidiary or (b) where the party to the contract is a Joint Venture in which Company or any of its Subsidiaries has an ownership interest; provided that such guaranty does not require any payment obligation by or on behalf of Company or such Subsidiary.
Appears in 1 contract
Sources: Credit Agreement (Urs Corp /New/)
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102Guarantee;
(ii) Company may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit, and Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters other letters of Creditcredit in an aggregate amount not to exceed at any time Cdn.$10,000,000;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Currency Agreements with respect to Indebtedness in under the ordinary course of businessSenior Second Lien Secured Notes and the Senior Notes;
(iv) Company may become and remain liable with respect to Contingent Obligations under the Lender Hedge Agreements, and Company may become and remain liable with respect to Contingent Obligations in respect of other Hedge Agreements in an amount not to exceed Cdn.$5,000,000;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(vvi) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness obligations of Company and or any of its Subsidiaries Subsidiary Guarantors permitted by subsection 7.19.1 (excluding Section 9.1(ii)(a));
(vivii) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 Schedule 9.4 annexed hereto;
(viiviii) Subsidiary Guarantors may remain liable with respect to Contingent Obligations arising under their guarantees of the Senior Notes;
(ix) Subsidiary Guarantors may remain liable with respect to Contingent Obligations arising under their guarantees of the Senior Second Lien Secured Notes;
(x) Company and its Subsidiaries may become and remain liable for Contingent Obligations under the Bonding Program;
(xi) Company and Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties any obligation of Company or another Subsidiary Guarantor incurred in the ordinary course of its business (the “Direct Obligation”)(for certainty, excluding obligations that are dealt with in the preceding clauses (i) through (x) of this Section 9.4) if the primary purpose or intent of the New Senior Subordinated Notes as set forth Company or Subsidiary Guarantor incurring the Contingent Obligation is to provide assurance to the obligee of the Direct Obligation that the Direct Obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such Direct Obligation will be protected (in the New Senior Subordinated Note Indenturewhole or part) against loss in respect thereof;
(viiixii) Company and its Domestic Subsidiaries may become and remain liable with respect to other Contingent Obligations, provided that the maximum aggregate liability, contingent or otherwise, of Company and its Domestic Subsidiaries in respect of all such other Contingent Obligations shall at no time exceed Cdn. $10,000,000; and
(xiii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations relating to obligations under guarantees operating leases entered into in the ordinary course of business by Company or any Subsidiary of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000Company.
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iiiii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Interest Rate Agreements required under subsection 6.10;
(iii) Each of Company's Subsidiaries may become and remain liable with respect to Indebtedness in the ordinary course of businessSubsidiary Guaranty;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with sales of assetsCompany under the Acquisition Agreements;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness obligation of Company and any or one of its Subsidiaries permitted by subsection 7.1;under this Agreement; provided, -------- however, that the principal amount of any such Contingent Obligation shall ------- not exceed the principal amount of the corresponding obligation to which it relates; provided further that, any such Contingent Obligation shall be -------- ------- subordinate to the Obligations to the same extent, and on the same terms, as the corresponding obligation is so subordinated; and
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect In addition to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
permitted under clauses (viii) Subsidiary Guarantors through (v) above, Company may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees made in the ordinary course of business business; provided that the -------- aggregate amount of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount so guarantied shall not to exceed $1,000,000 at any time $2,000,000; and
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000time.
Appears in 1 contract
Contingent Obligations. Company The Parent Guarantor and the Borrower shall not, and nor shall not the Parent Guarantor cause or permit any Subsidiaries of its Subsidiaries the Parent Guarantor to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries Guarantors may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of businessGuarantees;
(ivii) Company the Parent Guarantor, the Borrower and its Subsidiaries of the Parent Guarantor may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations ; provided that the maximum assumable liability in respect of any Indebtedness all such obligations shall at no time exceed the gross proceeds actually received by the Parent Guarantor, the Borrower and Subsidiaries of Company the Parent Guarantor in connection with such Asset Sales and any of its Subsidiaries permitted by subsection 7.1;other sales; 87 80
(viiii) Company the Parent Guarantor, the Borrower and its SubsidiariesSubsidiaries of the Parent Guarantor, as applicable, may remain liable with respect to existing Contingent Obligations described in SCHEDULE 7.4 Schedule B annexed hereto;
(viiiv) Subsidiary Guarantors may become the Parent Guarantor, the Borrower and remain liable with respect to Contingent Obligations arising under their subordinated guaranties Subsidiaries of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries Parent Guarantor may become and remain liable with respect to Contingent Obligations under guarantees in made under the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000Senior Notes; and
(ixv) Company the Parent Guarantor, the Borrower and its Subsidiaries of the Parent Guarantor may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent guarantees of Indebtedness or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000of a wholly-owned Subsidiary of the Parent Guarantor and a Subsidiary of the Parent Guarantor may become and remain liable with respect to guarantees of Indebtedness or Contingent Obligations of the Parent Guarantor or a wholly-owned Subsidiary of the Parent Guarantor.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Renaissance Cosmetics Inc /De/)
Contingent Obligations. Company Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102, and Holdings may become and remain liable with respect to Contingent Obligations in respect of the Holdings Guaranty;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness required under subsection 6.10 or otherwise incurred in the ordinary course of business;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of (a) customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets, (b) 117 endorsements of instruments for deposit or collection in the ordinary course of business, and (c) standard contractual indemnities entered into in the ordinary course of business;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company Holdings and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; andSubsidiaries;
(ixvi) Holdings and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7.4 annexed ------------ hereto;
(vii) Holdings and the Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their guaranties of the Senior Notes and the Term Loans as are required under the Senior Note Indenture and the Term Loan Credit Documents, respectively;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations consisting of guarantees of obligations of any Subsidiary of Company under any worker's compensation self-insurance program of such Subsidiary administered in accordance with applicable law relating to worker's compensation;
(ix) Holdings and its Subsidiaries may become and remain liable with respect to Contingent Obligations consisting of guarantees by Holdings and its Subsidiaries of Indebtedness, leases and other contractual obligations permitted to be incurred by Company or its Subsidiaries; and
(x) Company and its Subsidiaries may become and remain liable with respect to Contingent ObligationsObligations not otherwise permitted under this subsection; PROVIDED provided that the maximum aggregate liability, contingent or -------- otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations Obligations, together with the aggregate principal amount of Indebtedness of Company and its Subsidiaries incurred pursuant to subsection 7.1(xv), shall at no time exceed $5,000,00020,000,000.
Appears in 1 contract
Sources: Credit Agreement (Anthony Crane Holdings Capital Corp)
Contingent Obligations. Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Restricted Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit; provided that no Loan Party shall -------- have granted any Lien securing obligations (including any reimbursement obligations) relating to any Existing Letters of Credit (other than pursuant to the Loan Documents);
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(viv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Restricted Subsidiaries in an aggregate amount not to exceed at any time $2,000,0001,000,000;
(v) Company and its Restricted Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7.4 annexed ------------ hereto;
(vi) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under guaranties of the Senior Notes and the Senior Subordinated Notes as set forth in and to the extent required under the Senior Note Indenture and the Senior Subordinated Note Indenture as in effect on the Closing Date;
(vii) Company may become and remain liable with respect to Contingent Obligations under guarantees in respect of Capital Leases and Operating Leases entered into by Company's Restricted Subsidiaries in the ordinary course of business or under guarantees in respect of obligations of Company's Restricted Subsidiaries (other than Indebtedness for borrowed money) incurred in the ordinary course of business; and
(ixviii) Company and its Restricted Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum -------- aggregate liability, contingent or otherwise, of Company and its Restricted Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,0001,000,000.
Appears in 1 contract
Sources: Credit Agreement (Sandhills Inc)
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Interest Rate Agreements with respect in a notional amount equal to Indebtedness in the ordinary course of businessprincipal amount being hedged;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assetsassets permitted hereunder;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries Company's Subsidiary Guarantors permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 annexed hereto;; and
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations Company's Indebtedness under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000subsection 7.1(vi).
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not (with respect to Restricted Junior Payments under clause (iv) of such definition) permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit and Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters other letters of Creditcredit in an aggregate amount not to exceed at any time $20,000,000;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of businessAgreements;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries;
(vi) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in an aggregate respect of any Indebtedness of Company or any of its Subsidiaries permitted by subsection 7.1;
(vii) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto and extension, renewals and replacements of any such Contingent Obligations that do not increase the amount not to exceed at any time $2,000,000thereof; and
(ixviii) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,0008,000,000.
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Company may become and remain liable with respect to the Company Guaranty and Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Credit and Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with in respect of other letters of credit in an aggregate amount not to Indebtedness in the ordinary course of businessexceed at any time $15,000,000;
(iviii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assetsassets permitted by subsection 7.7; 155
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of obligations to suppliers, customers, franchisees and licensees of Company and its Subsidiaries;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and or any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become hereto and remain liable with respect to extensions, renewals and replacements of any such Contingent Obligations arising under their subordinated guaranties of that do not increase the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000thereof; and
(ixvii) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,00015,000,000.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Lincoln Electric Holdings Inc)
Contingent Obligations. The Company shall will not, and shall will not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(ia) Subsidiaries of the Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(iib) the Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters commercial letters of Creditcredit in an aggregate amount not to exceed at any time $10,000,000 and Contingent Obligations in respect of standby letters of credit or payment or performance bonds in an aggregate amount not to exceed at any time $10,000,000, in each case issued to Persons in support of obligations of the Loan Parties incurred in the ordinary course of business; provided that at no time will the sum of (i) the aggregate amount of Contingent Obligations outstanding pursuant to this Section 10.4(b) and (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 10.1(b) as a result of the maturity of obligations related to Contingent Obligations permitted pursuant to this Section 10.4(b) exceed $10,000,000;
(iiic) the Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements constituting Hedge Agreements with respect to Indebtedness Agreements; provided that such agreements are (or were) entered into by the Company in the ordinary course of businessbusiness for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by the Company, and not for purposes of speculation or taking a “market view;”
(ivd) the Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assetsassets permitted under Section 10.10 or otherwise approved in writing by the Agent;
(ve) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; andSubsidiaries;
(ixf) the Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the Company or any of its Subsidiaries permitted by Section 10.1 (other Contingent Obligationsthan Indebtedness permitted by Section 10.1(b)); PROVIDED that and
(g) the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in may become and remain liable with respect of all such to Contingent Obligations shall at no time exceed $5,000,000under performance guarantees, performance sureties, performance bonds, completion guarantees and similar letter of credit obligations, in each case incurred in the ordinary course of business.
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect arising under (a) their respective Guaranties and (b) guarantees of Indebtedness under the Subsidiary Guaranty; 102Subordinated Note Documents or permitted under subsection 7.1(vi);
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Interest Rate Agreements entered into (a) with Lenders or Affiliates of Lenders with respect to Indebtedness which the aggregate net amount which Company would be liable to pay to counterparties thereunder in the ordinary course event all such Interest Rate Agreements were terminated at the time of businessdetermination shall not exceed $2,500,000 at any time and (b) as required under subsection 6.11 herein;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in the ordinary course of business in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, landlords, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,0001,000,000;
(vi) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under food product futures arrangements consistent with past practices of the Business, the Log Cabin Business, the ▇▇▇▇▇▇ ▇▇▇▇▇ Business and Van ▇▇ ▇▇▇▇'▇ and of any business acquired under subsection 7.7(vii) for the supply of food products used in the business of Company and its Subsidiaries; and
(ixvii) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,0001,000,000.
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit Holdings or any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Holdings and its Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102Guaranties;
(ii) Company Holdings and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company Holdings and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company Holdings and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with sales of assets;
(v) Company Holdings and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company Holdings and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company Holdings and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company Holdings and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company Holdings and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,00010,000,000; and
(ix) Company Holdings and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company Holdings and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,00020,000,000.
Appears in 1 contract
Contingent Obligations. Company Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Holdings and any Subsidiaries of Company Borrower may become and remain liable with respect to Contingent Obligations in respect of the Holdings Guaranty and the Subsidiary Guaranty; 102, respectively;
(ii) Company Borrower may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit, and Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of other Commercial Letters of CreditCredit and Standby Letters of Credit in an aggregate amount not to exceed at any time $5,000,000;
(iii) Company and its Subsidiaries Borrower may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of businessAgreements;
(iv) Company Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and Borrower or any of its Subsidiaries permitted by subsection 7.17.1 (other than subsection 7.1(v));
(vi) Company Borrower and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 annexed hereto;; and
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company Borrower and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company Borrower and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,0001,000,000.
Appears in 1 contract
Sources: Credit Agreement (Rose Hills Co)
Contingent Obligations. Company Each of Parent and Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) (a) Subsidiaries of Company Borrower may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102, and (b) Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty;
(ii) Company and its Subsidiaries Borrower may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries Borrower may become and remain liable with respect to Contingent Obligations under Hedge Agreements entered into for non-speculative purposes with respect to Indebtedness in the ordinary course of businessan aggregate notional principal amount not to exceed at any time $40,000,000;
(iv) Company Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assetsassets consistent with past business practices;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company Borrower and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ixvi) Company Borrower and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company Borrower and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000.
Appears in 1 contract
Sources: Credit Agreement (Brand Services)
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iiiii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Interest Rate Agreements required under subsection 6.10;
(iii) Each of Company's Subsidiaries may become and remain liable with respect to Indebtedness in the ordinary course of businessSubsidiary Guaranty;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with sales of assetsCompany under the Acquisition Agreements;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness obligation of Company and any or one of its Subsidiaries permitted by subsection 7.1;under this Agreement; provided, however, that the principal amount of any such Contingent Obligation shall not exceed the principal amount of the corresponding obligation to which it relates; provided further that, any such Contingent Obligation shall be subordinate to the Obligations to the same extent, and on the same terms, as the corresponding obligation is so subordinated; and
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect In addition to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
permitted under clauses (viii) Subsidiary Guarantors through (v) above, Company may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees made in the ordinary course of business business; provided that the aggregate amount of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount so guarantied shall not to exceed $1,000,000 at any time $2,000,000; and
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000time.
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) : o Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) o Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of (x) Letters of Credit;
Credit and (iiiy) surety bonds incurred in the ordinary course of business; o Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge (x) Interest Rate Agreements with Lenders or with any other party acceptable to Administrative Agent with respect to Indebtedness in an aggregate notional principal amount not to exceed at any time the aggregate amount of the Commitments and (y) Currency Agreements with Lenders entered into in the ordinary course of business;
(iv) business for hedging purposes only; o Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
; o Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of the performance by the Subsidiaries of Company of obligations (vother than obligations for the payment of money) of such Subsidiaries incurred in the ordinary course of business; o Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and or any of its wholly-owned Domestic Subsidiaries permitted by subsection 7.1;
7.1 (vi) other than subsection 7.1(vi)); o Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) ; o Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company and its Subsidiaries may become and remain liable connection with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000.Operating Leases;
Appears in 1 contract
Sources: Credit Agreement (Autotote Corp)
Contingent Obligations. Company No Loan Party shall, shall notpermit their Subsidiaries to, and or shall not permit any of its Subsidiaries apply to the Bankruptcy Court for authority to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company the Guarantors may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries Borrower may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit,;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business[Reserved];
(iv) Company Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and Borrower or any of its Subsidiaries permitted by subsection 7.1;
(vi) Company Borrower and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described existing on the Petition Date that were permitted under the terms of the Prepetition Credit Agreement or were otherwise approved by the Prepetition Lenders in SCHEDULE 7.4 annexed heretowriting prior to the Petition Date;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company Borrower and its Subsidiaries may become and remain liable with respect to other Contingent ObligationsObligations relating to surety bonds supporting merchandise trust obligations under the Florida Administrative Code; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company Borrower and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000.2,000,000; and
(viii) [Reserved]
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Prime Succession Inc)
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Credit and Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with in respect of other letters of credit in an aggregate amount not to Indebtedness in the ordinary course of businessexceed at any time $30,000,000;
(iviii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with sales of assets;
(iv) Company may become and remain liable with respect to Contingent Obligations under Hedge Agreements entered into in the ordinary course of business;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations described on Schedule 7.4 of the Company Disclosure Letter;
(vi) (a) Company and the Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of the Subsidiary Guarantors permitted pursuant to subsection 7.1; provided, however, that in the event such Indebtedness is Subordinated Indebtedness, any Contingent Obligation in respect thereof shall be subordinated to the Subsidiary Guaranty to the same extent such Subordinated Indebtedness is subordinated to the Obligations of Company or such Domestic Subsidiary, as the case may be; and (b) Subsidiaries of Company (other than Subsidiary Guarantors) may become and remain liable with respect to Contingent Obligations in respect of Indebtedness of Company or any of its Subsidiaries permitted pursuant to subsection 7.1; Table of Contents
(vii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness performance bonds, bid bonds, appeal bonds, surety bonds, and similar obligations provided in the ordinary course of Company business to support the obligations of such Subsidiaries and any Joint Ventures; provided that with respect to surety bonds issued in connection with specific Projects, (a) only the Project Assets may be subject to the Liens permitted pursuant to subsection 7.2A(xii), (b) no such surety arrangements may require contractual subordination of its Subsidiaries permitted by subsection 7.1;
the Liens granted pursuant to the Collateral Documents and (vic) such surety bonds shall be consistent with industry practice and incurred in the ordinary course of business of Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees indemnification, adjustment of purchase price, earn-out deferred compensation and similar obligations incurred in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; andconnection with a Permitted Acquisition;
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such other Contingent Obligations shall not exceed the greater of (a) $50,000,000 at no any time exceed $5,000,000.or (b) 2% of Consolidated Tangible Assets (determined as of the end of the immediately preceding Fiscal Quarter) at the time Company or such Subsidiary becomes liable with respect to such Contingent Obligation;
(x) Company and its Subsidiaries may become and remain liable with respect to any guaranties by Company or such Subsidiary made in the ordinary course of business of any obligations of a Subsidiary of Company under a contract for the performance of or delivery of work or services (a) to a customer of such Subsidiary or (b) where the party to the contract is a Joint Venture in which Company or any of its Subsidiaries has an ownership interest; provided that such guaranty does not require any payment obligation by or on behalf of Company or such Subsidiary; and
(xi) Company and its Subsidiaries may become and remain liable with respect to any guaranties by Company or such Subsidiary made under real estate leases entered into in the ordinary course of business. Table of Contents
Appears in 1 contract
Sources: Credit Agreement (Urs Corp /New/)
Contingent Obligations. Company The Borrower shall not, and shall not permit any of its Subsidiaries to, become or remain, directly or indirectly, create or become or remain liable with respect to any Contingent ObligationObligations, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect favor of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness bonding companies, incurred in the ordinary course of businessbusiness consistent with past practice, with respect to performance and warranty bonds in an aggregate outstanding amount not exceeding $25,000,000 plus the aggregate principal amount of additional performance or warranty bonds, up to an amount not exceeding $180,000,000, required in relation to orders for coaches received from the New Jersey Transit Authority or similar requests for coaches by other municipal agencies after the date hereof; provided that, in the case of any such Contingent Obligations, any credit support therefor shall be in such forms and amounts as are reasonably consistent with past practice;
(ivii) Company the Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect favor of customary indemnification and purchase price adjustment obligations bonding companies, incurred in connection the ordinary course of business consistent with sales past practice, with respect to bid bonds and other types of assetsbonds listed on SCHEDULE 5.02(D);
(iii) the Borrower may become and remain liable with respect to Currency Agreements and Interest Rate Agreements in the ordinary course of business pursuant to which Borrower has hedged actual interest rate or foreign currency exposure and which are non- speculative;
(iv) the Borrower may become and remain liable under guaranties of the Debt of any of the Borrower's Foreign Subsidiaries organized under Canadian law, provided that the aggregate outstanding amount of such guarantied Debt shall be treated as an Investment and permitted only to the extent permitted under Section 5.02(c);
(v) Company the Borrower and its Subsidiaries may remain liable with respect to Contingent Obligations existing as of the date hereof and listed on SCHEDULE 5.02(A);
(vi) the Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations (in respect addition to Contingent Obligations otherwise permitted by this Section 5.02(d)) incurred in the ordinary course of business consistent with past practice (excluding any guaranties of the obligations of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company Foreign Subsidiary), provided that the Borrower's and its Subsidiaries, as applicable, may remain liable ' aggregate liability with respect to such Contingent Obligations described in SCHEDULE 7.4 annexed heretoObligations, when added to the aggregate outstanding principal amount of Debt of the Borrower and its Subsidiaries incurred pursuant to Section 5.02(a)(ii), does not exceed $25,000,000;
(vii) the Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated the Guaranties and under guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;Notes; and
(viii) Company the Borrower and its Subsidiaries may become and remain liable with respect under Financial Guaranties to Contingent Obligations the extent such Financial Guaranties are otherwise permitted under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000Section 5.03(a).
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters letters of Creditcredit issued under the First Lien Credit Agreement;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under (a) First Lien Hedge Agreement obligations and (b) Hedge Agreements with respect to Indebtedness in the ordinary course of businessrequired under subsection 6.10;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets, in each case, permitted hereunder;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries Subsidiaries, in an aggregate amount not to exceed at any time $2,000,000; and1,500,000;
(ixvi) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of its Subsidiaries permitted by subsection 7.1 or any other obligations of the Company and its Subsidiaries are not prohibited hereby;
(vii) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7.4 annexed hereto;
(viii) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,0004,000,000; and
(ix) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under take-or pay contracts in an aggregate amount not too exceed at any time $12,000,000.
Appears in 1 contract
Contingent Obligations. Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of a. Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit; provided that no Loan Party shall have granted any Lien securing any obligations (including any reimbursement obligations) relating to any Existing Letters of Credit (other than pursuant to the Loan Documents);
(iii) b. Company may become and its remain liable with respect to Contingent Obligations under Interest Rate Agreements required under subsection 6.9 and under other Interest Rate Agreements with respect to Indebtedness, which Interest Rate Agreements are in form and substance satisfactory to Agent;
c. Holdings may become and remain liable with respect to Contingent Obligations in respect of the Holdings Guaranty and Company's Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of the Guaranty, including Contingent Obligations thereunder for the benefit of a Lender or an Affiliate of such Lender which is a counterparty to an Interest Rate Agreement permitted under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) subsection 7.4(ii); 124 d. Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations assets other than guaranties of Indebtedness incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition; provided that the maximum assumable liability in respect of any Indebtedness of Company and any of its Subsidiaries permitted all such obligations shall at no time exceed the gross proceeds actually received by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company connection with such Asset Sales and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000.sales;
Appears in 1 contract
Contingent Obligations. Company The Borrowers shall not, and shall not permit any of its their respective Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Material Subsidiaries of Company the Borrowers may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) The Company may become and its Subsidiaries remain liable with respect to Contingent Obligations in respect of the Company Guaranty.
(iii) The Company may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iiiiv) Company and its Subsidiaries The Borrowers may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of businessan aggregate notional principal amount not to exceed at any time $100,000,000;
(ivv) Company The Borrowers may become and remain liable with respect to Hedge Agreements with respect to forward metal contracts; provided that (a) the aggregate net exposure pursuant to such Hedge Agreements shall not exceed $15,000,000 at any time and (b) each such Hedge Agreement shall be offset by a "back-to-back" forward metal contract between a Borrower and one of its customers or suppliers;
(vi) The Borrowers and their respective Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become The Borrowers and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its respective Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company the Borrowers and its their respective Subsidiaries in an aggregate amount not to exceed at any time $2,000,00010,000,000;
(viii) The Borrowers and their respective Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness permitted by subsection 7.1 of any Borrower or any of its respective Subsidiaries that is a Subsidiary Guarantor;
(ix) The Borrowers and their respective Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Indebtedness of a Joint Venture outstanding pursuant to subsection 7.1(vi);
(x) The Borrowers and their respective Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7.4 annexed hereto; and
(ixxi) Company The Borrowers and its their respective Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company the Borrowers and its their respective Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,00010,000,000.
Appears in 1 contract
Contingent Obligations. Company Each Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iiiii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations arising under Hedge Agreements with respect to Indebtedness in the ordinary course of businesstheir respective Guaranties;
(iviii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(iv) Company may become and remain liable with respect to Contingent Obligations arising under Interest Rate Agreements;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and or any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties Currency Agreements pursuant to which Company obtains foreign currency from another Person (the "COUNTERPARTY") in exchange for Dollars; provided that (a) the aggregate notional amount for all such -------- Currency Agreements outstanding at any one time shall not exceed the equivalent of $20,000,000, (b) the aggregate amount of foreign currency required to be delivered on any one day by one or more Counterparties under all such Currency Agreements outstanding at any one time shall not exceed the equivalent of $5,000,000; (c) the tenor of any such Currency Agreement shall not exceed twenty-four (24) months, and (d) the expiration date of any such Currency Agreement under which any Lender or any Lender or any of its Affiliates is the counterparty shall not be later than the date of termination of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note IndentureWorking Capital Revolving Loan Commitments;
(viiivii) Company and its Company's Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of guaranties under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000Subordinated Note Indenture; and
(ixviii) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum -------- aggregate liability, 118 contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,0002,500,000.
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect under Interest Rate Agreements entered into for the purpose of the Subsidiary Guaranty; 102hedging against fluctuations of floating interests rates on Indebtedness of Company and its Subsidiaries;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification obligations incurred in property management, brokerage, infrastructure management and related types of real estate service agreements and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and or any of its Subsidiaries permitted by subsection 7.16.1 and in respect of any Investments of Company or any of its Subsidiaries permitted by subsection 6.3;
(viiv) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 6.4 annexed hereto;
(viiv) Subsidiary Guarantors Company may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties guaranty the obligations (other than obligations constituting Indebtedness) of the New Senior Subordinated Notes as set forth its Subsidiaries incurred in the New Senior Subordinated Note Indenture;ordinary course of business; and
(viiivi) Company and its Each of Company's Significant Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in its Guaranty. Notwithstanding any provision of this subsection 6.4 to the ordinary course of business of the obligations of supplierscontrary, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations (including, without limitation, all Contingent Liabilities specified in clauses (i) through (vi) of this subsection 6.4, but excluding completion guaranties relating to loans secured by Liens on Development Properties) shall not at no any time exceed $5,000,000120,000,000.
Appears in 1 contract
Sources: Credit Agreement (Trammell Crow Co)
Contingent Obligations. Company The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, other Loan Party to create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries any Loan Party may become and remain liable with respect to Contingent Obligations under Hedge Rate/FX Protection Agreements with respect to Indebtedness in the ordinary course of businessor other Hedging Agreements;
(ivii) Company and its Subsidiaries the Loan Parties may become and remain liable with respect to Contingent Obligations in respect (a) for Indebtedness permitted under subsection 7.1 to the extent a Loan Party is permitted to incur such Indebtedness under subsection 7.1 or (b) for other obligations of wholly-owned Restricted Subsidiaries;
(iii) the Loan Parties may become and remain liable for customary indemnification and purchase price adjustment obligations incurred in connection with sales of assetsindemnities under the Project Documents;
(iv) Investments permitted under subsection 7.3 to the extent they constitute Contingent Obligations;
(v) Company and its Subsidiaries the Loan Parties may become and remain liable with respect to for Contingent Obligations made on behalf of Excluded Subsidiaries and Joint Ventures in respect an amount, when aggregated (without duplication) with the amount of Investments made in Cash and Cash Equivalents pursuant to subsection 7.3(ix)(a) and Contingent Obligations incurred pursuant to this clause, not to exceed $50,000,000 at any Indebtedness time, so long as both before and after giving effect to the incurrence of Company and any such Contingent Obligation, no Potential Event of its Subsidiaries permitted by subsection 7.1Default or Event of Default has occurred or is continuing; provided that, notwithstanding the foregoing, the Loan Parties may not become liable for Contingent Obligations made on behalf of Joint Ventures in excess of $25,000,000 in the aggregate;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company and its Subsidiaries Loan Parties may become and remain liable with respect to other Contingent Obligations; PROVIDED , provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries the Loan Parties in respect of all such Contingent Obligations shall at no time exceed $5,000,000.10,000,000;
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit, as applicable, and Subsidiaries of Company may become and remain liable with respect to Contingent Obligations arising under the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Creditunder Interest Rate Agreements required under subsection 6.10;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in the ordinary course of business in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viiiiv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, landlords, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,0001,000,000;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business with respect to the performance by Company or any of its Subsidiaries of obligations under collection contracts;
(vi) Company may become and remain liable with respect to Contingent Obligations in respect of Earn Out Agreements in connection with Permitted Acquisitions and Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Forward Flow Contracts; provided that to the extent that purchases of receivables portfolios from a single seller (together with all Affiliates of such seller) party to a Forward Flow Contract with Company or any of its Subsidiaries exceed $750,000 in any 12- month period, any receivables portfolio purchased during such 12-month period under a Forward Flow Contract with such seller shall be a Qualified Loan Portfolio;
(vii) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7.4 annexed hereto;
(viii) Subsidiaries of Company may become and remain liable with respect to the Subordinated Note Guaranty; and
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,0001,000,000.
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Company and its Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of standby letters of credit (including any letters of credit issued pursuant to any Secured Working Capital Debt facility) in the Subsidiary Guaranty; 102ordinary course of business in an aggregate face amount not to exceed at any time $15,000,000;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Creditunder Hedge Agreements not entered into for speculative purposes;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viiiiv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; andSubsidiaries;
(ixv) Company may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of its Subsidiaries permitted by subsection 6.1;
(vi) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guaranties, bonds or other Contingent Obligations; PROVIDED that similar obligations in the maximum aggregate liability, contingent ordinary course of business with respect to the performance obligations of Company or otherwise, any of its Subsidiaries;
(vii) Company and its Subsidiaries in may become and remain liable with respect of all such to Contingent Obligations shall at no time constituting Investments permitted by this Agreement; and
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations not described in the foregoing items (i) through (vii), but only to the extent the same do not exceed $5,000,000500,000 in the aggregate any one time outstanding.
Appears in 1 contract
Sources: Credit Agreement (Hypercom Corp)
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under (a) Lender Swap Agreements and (b) Hedge Agreements with respect to Indebtedness in entered into for the ordinary course sole purpose of businessmitigating the currency exposure risks of Company and its Subsidiaries;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales or dispositions of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under performance guarantees relating to ordinary course of business contractual obligations (other than contractual obligations to repay Indebtedness) of Company or any of its Subsidiaries otherwise permitted hereunder;
(vi) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and or any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto7.1(iii);
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Foreign Subsidiaries permitted by subsection 7.1(v); provided that the aggregate amount of Contingent Obligations permitted under guarantees this subsection 7.4(vii) together with the aggregate amount of Investments permitted under subsection 7.3(vi) shall at no time exceed $10,000,000;
(viii) Company and Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations in the ordinary course respect of business of the obligations of suppliers, customers, franchisees and licensees any Indebtedness of Company and its Subsidiaries in an aggregate amount not to exceed at or any time $2,000,000Subsidiary Guarantor permitted by subsection 7.1(vi); and
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,0001,000,000.
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iiiii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements required under subsection 6.10 and under other Hedge Agreements with respect to Indebtedness in the ordinary course of businesspermitted Indebtedness;
(iviii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(viv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and or any of its Subsidiaries permitted by subsection 7.1; provided that any Contingent Obligations with respect to Indebtedness permitted pursuant to subsections 7.1(vi) or 7.1(x) shall be subordinated to the Obligations (including any guaranty thereof) to the same extent as such Indebtedness is required to be so subordinated;
(v) Company or any Subsidiary Guarantor may become and remain liable with respect to Contingent Obligations in respect of other obligations of Company, any other Subsidiary Guarantor or Fountain View Reinsurance, Inc. not prohibited by this Agreement;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 annexed hereto;
(vii) Subsidiary Guarantors Company and its Subsidiaries, as applicable, may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties in respect of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under customary limited non-recourse guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000HUD Financing; and
(ixviii) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,0003,000,000.
Appears in 1 contract
Contingent Obligations. Company ChipPAC shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company ChipPAC and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries ; the Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under Hedge Agreements the Guaranties; and ChipPAC Korea, ChipPAC Shanghai I, ChipPAC Shanghai II and the Malaysian Subsidiary may become and remain liable with respect to Indebtedness in the ordinary course Asian Letters of businessCredit;
(ivii) Company ChipPAC and its the Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their guaranties of the Subordinated Debt as are required under the Subordinated Debt Documents;
(iii) ChipPAC and the Operating Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations of any such Person incurred in connection with Asset Sales or other sales of assets;
(viv) Company ChipPAC and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Operating Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, landlords, customers, franchisees franchisees, workers' compensation providers and licensees of Company ChipPAC and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; andSubsidiaries;
(ixv) Company ChipPAC and its the Operating Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule -------- 7.4 annexed hereto and any modifications, extensions or renewal of such --- Contingent Obligations;
(vi) ChipPAC and the Operating Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided, that the -------- maximum aggregate liability, contingent or otherwise, of Company ChipPAC and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,0007,500,000;
(vii) ChipPAC and the Operating Subsidiaries may become and remain liable with respect to Hedge Agreements entered into pursuant to this Agreement or otherwise in the ordinary course of business, and not for speculative purposes; 133
(viii) ChipPAC and the Operating Subsidiaries may become and remain liable with respect to guaranties of Indebtedness assumed in connection with a Permitted Acquisition pursuant to subsection 7.1(ix); provided, -------- that, such guaranties were existing at the time of consummation of the Permitted Acquisition and not incurred in connection with, or in an anticipation of, such Permitted Acquisition;
(ix) ChipPAC and the Operating Subsidiaries may become and remain liable with respect to Contingent Obligations arising out of the indemnity obligations under the Recapitalization Agreement and the Purchase Transactions Documents; and
(x) ChipPAC and the Operating Subsidiaries may become and remain liable with respect to Contingent Obligations arising out of any guaranties of Indebtedness of any Subsidiary permitted under this Agreement; provided -------- that if such indebtedness is subordinated to the Obligations, any such guaranties shall be subordinated to the same extent.
Appears in 1 contract
Sources: Credit Agreement (Chippac Inc)
Contingent Obligations. Company Borrowers shall not, and shall not permit any of its their Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company Borrowers may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements which are (a) required under subsection 6.8 or under the terms of any other Financing Agreements or (b) entered into to hedge against interest rate fluctuations in respect of up to 50% of the Subsidiary Guaranty; 102principal amount of the Indebtedness outstanding under clause (vi) of subsection 7.1 so long as such Interest Rate Agreements are on substantially the same terms as those entered into to satisfy subsection 6.8 hereof and all obligations thereunder are secured solely by Liens included in Permitted Liens under clause (xx) of the definition thereof;
(ii) Company Borrowers and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its their Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements the Loan Documents;
(iii) Borrowers and their Subsidiaries may become and remain liable with respect to the Contingent Obligations for the Indebtedness permitted under clauses (iii), (v), (viii), (x) and (xiii) of subsection 7.1, provided that any such Contingent Obligations of the Intermediate Holding Companies are subordinate to the Obligations on terms at least as favorable to the Lender as those relating to the subordination of the Intermediate Holding Company guaranties set forth in Section 11.07 of the ordinary course of businessMortgage Notes Indenture (as in effect on the Closing Date);
(iv) Company and its to the extent such incurrence does not result in the incurrence by Borrowers or any of their Subsidiaries of any obligation for the payment of borrowed money, Borrowers may become and remain liable with respect to Contingent Obligations incurred solely in respect of customary indemnification performance bonds, completion guaranties and purchase price adjustment obligations standby letters of credit or bankers' acceptances, provided that such Contingent Obligations are incurred in connection with sales the ordinary course of assetsbusiness and do not at any time exceed $10,000,000 in the aggregate;
(v) Company Borrowers and its their Subsidiaries may become and remain liable with respect to Contingent Obligations for customary indemnities under Project Documents as in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;effect on the Closing Date; and
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company and its Subsidiaries Borrowers may become and remain liable with respect to other Contingent Obligations; PROVIDED , provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries Borrowers in respect of all such Contingent Obligations shall at no time exceed $5,000,000.
Appears in 1 contract
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its Subsidiaries may become and remain liable with respect to (a) Contingent Obligations in respect of Commercial Letters of Credit and Standby Letters of Credit securing Company's Indebtedness referred to in subsection 6.1(vii) (the "CP LETTERS OF CREDIT") in an aggregate amount not to exceed at any time $100,000,000, (b) Contingent Obligations in respect of Commercial Letters of Credit and Standby Letters of Credit (which are not, in each case, Letters of Credit or Canadian Letters of Credit or CP Letters of Credit) in an aggregate amount not to exceed at any time $40,000,000 and (c) Contingent Obligations in respect of Commercial Letters of Credit and Standby Letters of Credit (in each case including Letters of Credit and Canadian Letters of Credit issued hereunder but excluding CP Letters of Credit) in an aggregate amount not to exceed at any time $60,000,000;
(iiiii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Interest Rate Agreements with respect to Indebtedness in the ordinary course of businessIndebtedness;
(iviii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viiiiv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any obligation of Company or any of its Subsidiaries permitted under this Agreement or not regulated hereby;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 6.4 annexed hereto;
(vii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of (A) Currency Agreements entered into by Company or any Subsidiary in the ordinary course of business or in connection with Asset Sales and (B) futures contracts or options for futures contracts entered into by Company or any Subsidiary for commodities in the ordinary course of business;
(viii) Company may become and remain liable with respect to Contingent Obligations relating to obligations of Company to make payments with respect to the cancellation or repurchase of certain stock or stock options granted to employees of Company in an aggregate amount not to exceed at any time $2,000,00010,000,000;
(ix) Company may become and remain liable with respect to Contingent Obligations in respect of the guaranty of the Canadian Obligations set forth in Section 8 of this Agreement; and
(ixx) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,00075,000,000.
Appears in 1 contract
Sources: Credit Agreement (Libbey Inc)
Contingent Obligations. Company Each of Parent and Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) (a) Subsidiaries of Company Borrower may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102, (b) Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty, (c) Loan Parties may become and remain liable with respect to Contingent Obligations in respect of obligations of any other Loan Party and (d) Foreign Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of obligations of any other Foreign Subsidiary;
(ii) Company Parent and its Subsidiaries of Borrower may become and remain liable with respect to Contingent Obligations in respect of the Indebtedness under the Senior Subordinated Note Indenture and any indenture governing any Permitted Additional Subordinated Financing; provided that (a) no guaranty by Parent or any Subsidiary of Borrower of such Indebtedness shall be permitted unless Parent or such Subsidiary shall have also provided a guaranty of, and provided security for, the Obligations (substantially on the terms set forth in the Parent Guaranty, the Subsidiary Guaranty and the Security Agreement (as set forth in subsection 6.8)) and (b) such guaranty shall be subordinated to the guaranty of the Obligations on terms at least as favorable to Lenders as those contained in the subordination provisions of such Indebtedness;
(iii) Borrower may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iiiiv) Company and its Subsidiaries Borrower may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of businessentered into for non-speculative purposes;
(ivv) Company Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable assets consistent with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1past business practices;
(vi) Company Borrower and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations existing on the Restatement Date and described in SCHEDULE Schedule 7.4 annexed hereto;; and
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company Borrower and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company Borrower and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed the sum of (a) $5,000,00020,000,000 and (b) an amount equal to the unused portion of the amount of Investments permitted to be made pursuant to subsection 7.3(vii).
Appears in 1 contract
Sources: Amendment Agreement (Brand Energy & Infrastructure Services, Inc)
Contingent Obligations. Company and Borrowers shall not, and shall not permit any of its or their Restricted Subsidiaries to, directly or indirectly, to create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company Loan Parties may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102under their respective Guarantee Agreements;
(ii) Company Company, Borrowers and its and their Restricted Subsidiaries may become and remain liable with respect to (x) Contingent Obligations in respect of Letters of CreditCredit in an aggregate amount not to exceed at any time $350,000,000 and (y) Contingent Obligations in respect of other letters of credit and surety bonds in an aggregate amount not to exceed at any time $150,000,000;
(iii) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Hedging Agreements (other than Commodities Agreements) with respect to Indebtedness in the ordinary course or other obligations of businessCompany and its Restricted Subsidiaries;
(iv) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assetsassets of Company and its Restricted Subsidiaries;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Restricted Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and100,000,000;
(vi) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of its Restricted Subsidiaries to the extent such Indebtedness is specifically permitted by Section 8.1 (other than Existing Holdings Senior Notes, Permitted Secured Debt, Permitted Unsecured Debt and except to the extent the obligors for any particular issuance of Indebtedness are otherwise specifically restricted by this Agreement);
(vii) Company and its Restricted Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 8.4 annexed hereto and Permitted Refinancing Indebtedness thereof;
(viii) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any obligation of Company or any of its Restricted Subsidiaries not prohibited under this Agreement (other than any obligation with respect to Indebtedness);
(ix) Company and Packaging may remain liable with respect to Contingent Obligations in respect of Existing Holdings Senior Notes;
(x) Company, Packaging, ▇▇▇▇▇-▇▇▇▇▇▇▇▇ and Subsidiary Guarantors may become and/or remain liable with respect to Contingent Obligations in respect of Permitted Unsecured Debt, Permitted Secured Debt and Permitted European Senior Debt;
(xi) Company and its Restricted Subsidiaries may become and remain liable for any performance guaranties or bonds, statutory bonds, appeal bonds, bid bonds or similar obligations (including any reimbursement or indemnity obligations entered into with respect thereto) incurred by Company and its Restricted Subsidiaries in the ordinary course of business;
(xii) OIEG and the Dutch Guarantors may become and remain liable for any joint and several liability arising as a result of the establishment of a fiscal unity (fiscale eenheid); and
(xiii) In addition to Contingent Obligations permitted by the other clauses of this Section, Company and its Restricted Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate principal liability, contingent or otherwise, of Company and its Restricted Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000400,000,000.
Appears in 1 contract
Contingent Obligations. Company shall Holding will not, and shall will not permit any of its Subsidiaries to, directly or indirectly, create or become or remain be liable with respect to any Contingent Obligation, Obligation except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102Obligations;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect guaranties resulting from endorsement of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness negotiable instruments for collection in the ordinary course of business;
(iii) obligations of Holding under the Holding Guaranty;
(iv) Company and its Subsidiaries may become and remain liable Interest Rate Agreements entered into by Borrower; provided that the aggregate notional amount with respect to Contingent Obligations such Interest Rate Agreements shall not exceed the aggregate amount of the Commitments then in respect effect subject to a floating rate of customary indemnification and purchase price adjustment obligations incurred in connection with sales of assets;interest; 105
(v) Company guaranties by Holding or Borrower in the ordinary course of business of Capital Leases of Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1Subsidiaries;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations of Borrower described in SCHEDULE 7.4 on Schedule 6.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties by Holding of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note IndentureInterest Rate Agreements entered into by Borrower that are permitted by subsection 6.4(iv);
(viii) Company and its Subsidiaries may become and remain liable with the guaranty by Holding of Indebtedness in respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations Existing Subordinated Notes (subject to the reduction in such notes pursuant to the satisfaction of suppliers, customers, franchisees subsection 3.1F) and licensees of Company and its Subsidiaries in an aggregate amount not the Subordinated Notes or refinancings thereof permitted pursuant to exceed at any time $2,000,000subsection 6.13; and
(ix) Company and its Subsidiaries in addition to the Contingent Obligations permitted by clauses (i)-(viii), Borrower may become and remain liable with respect to other Contingent Obligations; PROVIDED provided, that the maximum aggregate liability, contingent or otherwise, liability of Company and its Subsidiaries Borrower in respect of all such Contingent Obligations shall not at no any one time exceed $5,000,0002,000,000.
Appears in 1 contract
Sources: Credit Agreement (Blue Bird Corp)
Contingent Obligations. Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business(including guarantees thereof);
(iv) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and or any of its Domestic Subsidiaries (other than any Unrestricted Subsidiary) permitted by subsection 7.1;
(vi) Company and its Restricted Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE Schedule 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000; and
(ix) Company and its Restricted Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, amount of such Contingent Obligations shall not exceed $5,000,000 at any time outstanding;
(viii) Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any obligations of any Foreign Subsidiary; provided that the aggregate outstanding amount (without duplication) of all (1) Contingent Obligations in respect of obligations of any Foreign Subsidiary under this subsection 7.4(viii), (2) Investments in Foreign Subsidiaries under subsection 7.3(xiii) and (3) Indebtedness of Foreign Subsidiaries to Company or any Subsidiary Guarantor under subsection 7.1(iv) does not exceed $60,000,000 at any time;
(ix) Company and the Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations in respect of any obligations of Company or any Subsidiary Guarantor not prohibited by this Agreement;
(x) any Restricted Subsidiary of Company (other than the Subsidiary Guarantors) may become and remain liable with respect to Contingent Obligations in respect of any other Restricted Subsidiary of Company not prohibited by this Agreement; and
(xi) Company and its Restricted Subsidiaries may become and remain liable with respect to other Contingent Obligations at any time outstanding in an amount not to exceed (a) the then available Annual Basket Amount; provided that at the time of any such Contingent Obligation using the Annual Basket Amount Net Revolver Usage does not exceed $25,000,000, plus (b) the then available Available Basket Amount, plus (c) the then available Available Equity Amount; provided that in the case of all such Contingent Obligations shall Obligations, at the time thereof, no time exceed $5,000,000Potential Event of Default or Event of Default has occurred and is continuing and Company and its Restricted Subsidiaries are in Pro Forma Compliance.
Appears in 1 contract
Sources: Credit Agreement (United Online Inc)
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit, and the Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements required under subsection 6.10; provided, that such Interest Rate Agreements are entered into to protect against fluctuations in respect interest rates and not for the purposes of Letters of Creditspeculation;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viiiiv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, landlords, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000500,000;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of unsecured guaranties of any obligations (other than obligations in respect of Permitted Earn Out Agreements, Permitted Seller Paper or Indebtedness of Company permitted under subsection 7.1(ix)) of Company or any of its Subsidiaries permitted under this Agreement in an aggregate amount not to exceed at any time $1,000,000;
(vi) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of unsecured guaranties of any Indebtedness of Company permitted under subsection 7.1(ix); provided, that in each case the obligations of any such Subsidiary under any such guaranty shall be subordinated in right of payment to the Obligations pursuant to documentation containing subordination provisions and other material terms reasonably satisfactory to Administrative Agent;
(vii) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7.4 annexed hereto; and
(ixviii) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,0002,000,000.
Appears in 1 contract
Sources: Credit Agreement (DMW Worldwide Inc)
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit, as applicable, and Subsidiaries of Company may become and remain liable with respect to Contingent Obligations arising under the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Creditunder Interest Rate Agreements required under subsection 6.10;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in the ordinary course of business in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viiiiv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, landlords, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,0002,500,000;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business with respect to the performance by Company or any of its Subsidiaries of obligations under collection contracts;
(vi) Company may become and remain liable with respect to Contingent Obligations in respect of Earn Out Agreements in connection with Permitted Acquisitions and Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Forward Flow Contracts; provided that to the extent that purchases of receivables portfolios from a single seller (together with all Affiliates of such seller) party to a Forward Flow Contract with Company or any of its Subsidiaries exceed $1,250,000 in any 12-month period, any receivables portfolio purchased during such 12-month period under a Forward Flow Contract with such seller shall be a Qualified Loan Portfolio;
(vii) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7.4 annexed hereto;
(viii) Subsidiaries of Company may become and remain liable with respect to the Subordinated Note Guaranty; and
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,0002,000,000.
Appears in 1 contract
Contingent Obligations. Holdings and Company shall not, and shall not permit any of its their respective Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Holdings and Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect arising under (a) their respective Guaranties and (b) guarantees of Indebtedness under the Subsidiary Guaranty; 102Subordinated Note Documents or permitted under subsection 7.l(vi);
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Interest Rate Agreements entered into with Lenders or Affiliates of Lenders with respect to Indebtedness which the aggregate net amount which Company would be liable to pay to counterparties thereunder in the ordinary course event all such Interest Rate Agreements were terminated at the time of businessdetermination shall not exceed $2,500,000 at any time;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in the ordinary course of business in connection with Asset Sales or other sales of assets;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, landlords, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,000500,000;
(vi) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under food product futures arrangements consistent with past practices of the Business, the Log Cabin Business and the ▇▇▇▇▇▇ ▇▇▇▇▇ Business and of any business acquired under subsection 7.7(vii) for the supply of food products used in the business of Company and its Subsidiaries; and
(ixvii) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate -------- liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000500,000.
Appears in 1 contract
Sources: Credit Agreement (Aurora Foods Inc)
Contingent Obligations. Company Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries Holdings and any Subsidiary may become and remain liable with respect to Contingent Obligations arising under their guaranties of the Obligations;
(ii) Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company under Interest Rate Agreements and its Subsidiaries may become and remain liable Currency Agreements with respect to Contingent Obligations in respect of Letters of Credita Lender;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company Holdings and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assetsassets or securities;
(viv) Company Holdings and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect letters of any Indebtedness of Company credit issued under the Exit Facility;
(v) Holdings and any of its Subsidiaries permitted by subsection 7.1may become and remain liable with respect to letters of credit issued in the ordinary course of business of Holdings and its Subsidiaries in an amount not to exceed $5,000,000 in the aggregate at any time;
(vi) Company Holdings and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 6.4 annexed heretohereto (other than in respect of letters of credit);
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company Holdings and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in to the ordinary course of business of the obligations of suppliers, customers, franchisees extent such Contingent Obligations are permitted pursuant to subsections 6.9 and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,0006.10; and
(ixviii) Company Holdings and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,00010,000,000.
Appears in 1 contract
Sources: Credit Agreement (Atlas Air Worldwide Holdings Inc)
Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries or any Joint Venture in which Company or any of its Subsidiaries has an interest to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of the Letters of Credit;
(iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in described on Schedule 7.4 of the ordinary course of businessClosing ------------ Date Company Disclosure Letter;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Currency Agreements and Interest Rate Agreements constituting Hedge Agreements in respect the ordinary course of customary indemnification and purchase price adjustment obligations incurred in connection with sales of assetsbusiness;
(v) Company and its Subsidiaries (other than Inactive Subsidiaries) may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Domestic Subsidiaries (other than Inactive Subsidiaries) permitted by subsection 7.1;
(vi) Company Joint Ventures may become and remain liable with respect to Contingent Obligations; provided that such Contingent Obligations are -------- nonrecourse to Company, its Subsidiaries and their respective assets;
(vii) Company, its Subsidiaries (other than Inactive Subsidiaries, as applicable, ) and Joint Ventures may become and remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed heretorespect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations provided in the ordinary course of business to support the obligations of such Subsidiaries and Joint Ventures;
(viiviii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties in respect of the New Bridge Notes, the Rollover Notes or the Senior 117 Subordinated Notes as set forth in Notes; provided that such Contingent Obligations are -------- subordinated to the New Senior Subordinated Note Indenture;Subsidiary Guaranty on terms satisfactory to Requisite Lenders; and
(viiiix) Company and its Subsidiaries (other than Inactive Subsidiaries) may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed $10,000,000 at any time $2,000,000; and
(ix) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000time.
Appears in 1 contract
Sources: Credit Agreement (Urs Corp /New/)
Contingent Obligations. Parent and Company shall not, and shall not permit any of its Company's Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102
(ii) Company and its Domestic Subsidiaries (other than BHFS Group and Inactive Subsidiaries) may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit;
(iiiii) Company and its Subsidiaries Loan Parties may become and remain liable with respect to Contingent Obligations under Hedge the Guaranties;
(iii) Company may become and remain liable with respect to Contingent Obligations of up to $25,000,000 in respect of Foreign Financial Accommodations permitted under subsection 7.1(viii); PROVIDED the Company shall notify Administrative Agent upon the incurrence, satisfaction or other change with respect to such Contingent Obligations;
(iv) Company's Domestic Subsidiaries (other than BHFS Group) may become and remain liable with respect to guaranties of the Senior Notes and the 10-3/4% Subordinated Notes and other guarantees to the extent permitted pursuant to subsection 7.1(viii) or 7.1(xiii);
(v) Company may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements with respect to permitted Indebtedness in of Company and its Subsidiaries (other than BHFS Group), PROVIDED that the ordinary course aggregate notional principal amount under all such Interest Rate Agreements of businessCompany does not exceed at any time the amount of the Commitments; and BHFS may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements with respect to permitted Indebtedness of BHFS Group and the Canadian Receivable Division;
(ivvi) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets;
(vvii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viii) Company and its Domestic Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in Currency Agreements with respect to an aggregate notional amount not to exceed at any time $2,000,000; and
(ix) Company 150,000,000 and its the Foreign Subsidiaries may become and remain liable with respect to other Contingent ObligationsObligations under Currency Agreements with respect to an aggregate notional amount not to exceed at any time $50,000,000 and BHFS may become and remain liable with respect to Contingent Obligations under Currency Agreements with respect to an aggregate notional amount not to exceed at any time $10,000,000; PROVIDED that the maximum no more than $100,000,000 in aggregate liability, contingent or otherwise, notional amount of Company and its Subsidiaries in respect of all such Contingent Obligations Currency Agreements with a term greater than 12 months shall be outstanding at no time exceed $5,000,000.any time;
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Contingent Obligations. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:
(i) Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; 102;
(ii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters commercial letters of Credit;
(iii) Company credit in an aggregate amount not to exceed at any time $500,000 and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements with respect to Indebtedness in the ordinary course of business;
(iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred standby letters of credit in connection with sales of assetsan aggregate amount not to exceed at any time $500,000;
(v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company and any of its Subsidiaries permitted by subsection 7.1;
(vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in SCHEDULE 7.4 annexed hereto;
(vii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the New Senior Subordinated Notes as set forth in the New Senior Subordinated Note Indenture;
(viiiiii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $2,000,0005,000,000;
(iv) Company may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of its Subsidiaries permitted by subsection 7.1;
(v) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described on Schedule 7.4;
(vi) Company and its Subsidiaries may incur Contingent Obligations consisting of Hedge Agreements in the ordinary course of business; and
(ixvii) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,0001,000,000.
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