Debt Clause Samples
POPULAR SAMPLE Copied 7 times
Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except:
(a) Debt under the Loan Documents;
(i) the Senior Notes and the Senior Notes Guarantees and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(b)(i) shall not exceed $1,550,000,000 and (ii) Debt existing on the Closing Date and described on Schedule 7.2(b) hereto and any Permitted Refinancing thereof;
(c) Debt of the Borrower in respect of Swap Agreements (A) existing on the Closing Date and described in Schedule 7.2(b) hereto or (B) entered into from time to time after the Closing Date with counterparties that are Lenders at the time such Swap Agreement is entered into (or Affiliates of such Lender at such time); provided that, in all cases under this clause (c), all such Swap Agreements shall not be speculative in nature (including, without limitation, with respect to the term and purpose thereof);
(d) Debt of (A) the Borrower owing to any Subsidiary, and (B) any of the Subsidiaries owing to the Borrower or any other Subsidiary; provided that with respect to any loan or advance by a Loan Party, (i) any such Debt shall be evidenced by an Intercompany Note and pledged by such Loan Party as Collateral pursuant to the Security Documents and (ii) if such loan or advance is to a Non-Guarantor Subsidiary, such loan or advance is permitted by Section 7.6;
(e) Debt incurred after the Closing Date and secured by Liens expressly permitted under Section 7.1(d) and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(e), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(f), shall not exceed the greater of $250,000,000 or 7.5% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries;
(f) Capitalized Leases incurred after the Closing Date and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(f), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(e), shall not exceed the greater of $250,000,000 or 7.5% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries;
(g) Contingent Obligations of (A) the Borrower gua...
Debt. The Company shall not create, incur, assume or suffer to exist any additional indebtedness of any description whatsoever in an aggregate amount in excess of $25,000 (excluding any indebtedness of the Company to the Secured Party, trade accounts payable and accrued expenses incurred in the ordinary course of business and the endorsement of negotiable instruments payable to the Company, respectively for deposit or collection in the ordinary course of business).
Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except:
(i) Debt under the Loan Documents;
(ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents;
(iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt;
(iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries,
(A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding,
(B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease,
(C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and
(D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04;
(v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements;
(vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;
(vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value; and
(viii) unsecured Debt the incurrence of wh...
Debt. Neither it nor any of its Restricted Subsidiaries will incur, create, assume or permit to exist any Debt, except:
(a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness;
(b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date;
(c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor;
(d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative;
(e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing;
(f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities;
(g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permi...
Debt. Contract, create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Su...
Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume, or permit to exist any Debt, except:
(a) Debt to the Banks pursuant to the Loan Documents;
(b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing;
(c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000);
(d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2;
(e) Guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liability;
(f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hun...
Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except:
(i) in the case of the Borrowers, Debt owed to a wholly owned Subsidiary of such Borrower, which Debt (x) shall constitute Pledged Debt, (y) shall be on subordinated terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement, and
(ii) in the case of any Subsidiary of the Borrowers, Debt owed to a Borrower or to a wholly owned Subsidiary of a Borrower, provided that, in each case, such Debt (x) shall constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; and
(iii) in the case of any Loan Party and its Subsidiaries:
(A) Debt in respect of either Secured Hedge Agreements or unsecured Hedge Agreements designed to hedge against fluctuations in interest rates and foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice (as determined by Ceradyne in its reasonable business judgment);
(B) Debt under the Loan Documents;
(C) so long as no Default has occurred or is continuing, Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding;
(D) Capitalized Leases not to exceed in the aggregate $15,000,000 at any time outstanding;
(E) so long as no Default has occurred or is continuing, Debt of any Person that becomes a Subsidiary of a Loan Party after the date hereof in accordance with the terms of Section 5.02(f) which Debt does not exceed $5,000,000 in the aggregate and is existing at the time such Person becomes a Subsidiary of such Loan Party (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of such Loan Party);
(F) performance guarantees in respect of obligations of any Lo...
Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Obligations arising under the Loan Documents;
(b) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;
(c) Debt under Capital Leases not to exceed $2,500,000;
(d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties;
(e) intercompany Debt between the Borrower and any Subsidiary Guarantor or between Subsidiary Guarantors to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Subsidiary Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement;
(f) endorsements of negotiable instruments for collection in the ordinary course of business; and
(g) Debt under the Subordinated Promissory Note in an aggregate principal amount not to exceed $25,000,000; provided that: (i) such Debt is unsecured and shall not have the benefit of any guarantee, letter of credit or other credit support or security; (ii) such Debt is fully subordinated in right of payment and liquidation to the Obligations pursuant to the Note Subordination Agreement; (iii) such Debt has a scheduled maturity date that is no earlier than one year after the Maturity Date; (iv) such Debt does not provide for scheduled or mandatory prepayments, redemptions, repayments, or defeasance of principal for any consideration on any date prior to one year after the Maturity Date; (v) the non-default interest rate on the outstanding principal amount of such Debt as of any day does not exceed the highest non-default interest rate per annum that may be applicable to Borrowings pursuant to the terms hereof as of such day (and the terms of such Debt permit accrued and unpaid interest ...
Debt. The Parent Guarantor and the Borrower will not, and will not permit any of their Subsidiaries to, incur, create, assume or suffer to exist any Debt, except:
(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.
(b) Debt of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements, and any Permitted Refinancing Debt in respect thereof.
(c) Debt under Capital Leases and purchase money financings in an aggregate amount not to exceed $10,000,000 at any one time outstanding.
(d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties.
(e) endorsements of negotiable instruments for collection in the ordinary course of business.
(f) intercompany Debt between the Borrower and a Guarantor or between Guarantors; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor, and, provided further, that any such Debt owed by the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement.
(g) Debt under (i) any Senior Unsecured Notes outstanding on the Effective Date, (ii) any Senior Unsecured Notes issued after the Effective Date and (iii) any Permitted Refinancing Debt in respect of Debt under this subsection (g).
(h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business.
(i) other Debt not to exceed $5,000,000 in the aggregate at any one time outstanding.
Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except:
(a) Obligations under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
(b) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000;
(c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation;
(d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business;
(e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business;
(f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e);
(g) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased,
(h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and
(i) Subordinated Debt entered into in accordance with this Agreement.