Debt Clause Samples
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Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):
(a) the Obligations;
(b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3;
(c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties;
(d) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time;
(e) Hedging Arrangements to the extent not prohibited under Section 6.15;
(f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP;
(g) Debt arising from the endorsement of instruments for collection in the ordinary course of business;
(h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority;
(i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1;
(j) Debt existing on the Closing Date and set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing;
(k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000;
(l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business;
(m) unsecured Deb...
Debt. (a) Prior to the Investment Grade Rating Date, the Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Debt, except (without limiting the provisions of Section 6.12):
(i) Debt created under the Loan Documents;
(ii) Debt of the Borrower or any of its Restricted Subsidiaries existing on the Availability Date and set forth on Schedule 6.01, and extensions, renewals and refinancings thereof that do not increase the outstanding principal amount thereof;
(iii) Debt of the Borrower or any other Loan Party owing to the Borrower or any of its Restricted Subsidiaries; provided that (A) such Debt shall not have been transferred to any Person other than the Borrower or any of its Subsidiaries and (B) in the case of Debt owed by a Loan Party to a Restricted Subsidiary that is not a Loan Party, such Debt is unsecured and subordinated in right of payment to the Obligations on terms reasonably satisfactory to the Administrative Agent;
(iv) Debt of the Borrower or any other Loan Party owing to ▇▇▇▇ or any of its Subsidiaries (other than ▇▇▇▇ ▇▇, the Borrower or any of its Subsidiaries); provided that (A) that such Debt shall not be transferred to any Person other than ▇▇▇▇ or any of its Subsidiaries and (B) such Debt is unsecured and subordinated in right of payment to the Obligations on terms reasonably satisfactory to the Administrative Agent;
(v) Debt of the Borrower or any of its Restricted Subsidiaries owing to ▇▇▇▇ or any of its Subsidiaries (other than ▇▇▇▇ ▇▇, the Borrower or any of its Subsidiaries) that is assumed by the Borrower or such Restricted Subsidiary in connection with any Midstream MLP IPO Transaction or any Midstream MLP Drop-Down Transaction; provided that such Debt shall not be transferred to any Person other than ▇▇▇▇ or any of its Subsidiaries;
(vi) to the extent constituting Debt, obligations of the Borrower or any of its Restricted Subsidiaries owing to ▇▇▇▇ or any of its Subsidiaries (other than ▇▇▇▇ ▇▇, the Borrower or any of its Subsidiaries) under any Material Agreement, provided that such obligations (A) shall not constitute indebtedness for borrowed money (including indebtedness evidenced by debt securities) or other obligations primarily intended as a financing obligation and (B) shall not be transferred to any Person other than ▇▇▇▇ or any of its Subsidiaries;
(vii) Guarantees of Debt permitted under this Section, provided that a Restricted Subsidiary that is not a Loa...
Debt. Permit any of its Subsidiaries to create or suffer to exist ---- any Debt other than:
(i) Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower,
(ii) Debt of the Borrower's Subsidiaries existing on the Effective Date and described on Schedule 5.02(b) (the "Existing -------- Debt"), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Existing 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 not prohibited by this Agreement and provided -------- further that the principal amount of such Existing Debt shall not be ------- increased above the principal amount thereof (plus any undrawn lending commitments in respect thereof) 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,
(iii) Debt of the Borrower's Subsidiaries secured by Liens permitted by Section 5.02(a)(ii), (iv), (vii) or (ix) subject to any limitations set forth in such Section,
(iv) unsecured Debt of the Borrower's Subsidiaries aggregating, on a Consolidated basis, at any one time outstanding, not more than $150,000,000 (or the equivalent thereof in any Foreign Currency, determined as of the date such Debt is issued or incurred),
(v) Debt owed by any Subsidiary of the Borrower to the Borrower or any other Subsidiary of the Borrower,
(vi) Debt ("Acquired Debt") of any Person that becomes a ------------- Subsidiary of the Borrower after the date hereof that is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred in contemplation of such Person becoming a Subsidiary of the Borrower), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, such Acquired 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 not prohibited by this Agreement and provided -------- further that the principal amount of such Acquired Debt shall not be ------- increased above the principal amount thereof (plus any undrawn lending commitments in respect thereof) outstanding immediately prior to such extension, refunding or refinancing, and th...
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. The Borrower shall not and shall not permit any of its Subsidiaries to, create, incur, assume or otherwise become or remain liable with respect to any Debt, other than, without duplication, the following:
(i) Debt in respect of the Loans and other Obligations;
(ii) Debt, including Debt in respect of Guaranties, existing on the Closing Date, as set forth on Schedule 6.2(i), and (except as may otherwise be restricted by Sections 6.2(c) or 6.2(n)) any renewal, extension, refinancing or replacement thereof so long as (A) the terms of any such renewal, extension, refinancing or replacement are not materially less favorable to such Loan Party than the original Debt, (B) the then aggregate outstanding amount of such Debt at the time of such renewal, extension, refinancing or replacement, as the case may be, is not increased, and (C) the average life to maturity of such Debt at the time of such renewal, extension, refinancing or replacement, as the case may be, is not decreased thereby;
(iii) unsecured Debt incurred in the ordinary course of business of the Borrower and its Subsidiaries in the nature of open accounts (extended by suppliers on normal trade terms in connection with purchases of goods and services), accrued liabilities and deferred income, taxes and judgments or orders for the payment of money to the extent such judgments or orders do not result in any Event of Default or result in any Liens prohibited by Section 6.2(h);
(iv) unsecured Debt of the Borrower or any of its Subsidiaries owing to one another, provided that all such Debt owing to the Borrower or to any Subsidiary Guarantor shall be evidenced by one or more promissory notes, in form and substance reasonably acceptable to the Administrative Agent, which promissory notes shall be pledged to the Administrative Agent pursuant to the Note Pledge Agreement;
(v) Capitalized Rentals or purchase money Debt incurred by the Borrower or any of its Subsidiaries to any Person to finance the acquisition, construction, repair or improvement of assets, including any such Debt incurred after the acquisition, construction, repair or improvement of such assets, so long as in each case, the amount of such Debt does not exceed 100% of the purchase price, construction cost, repair cost or improvement cost of the assets acquired, constructed, repaired or improved with the proceeds thereof and, in the case of Debt incurred after the acquisition, construction, repair or improvement of the assets to be financed, such...
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. None of the Obligors 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 of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof;
(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 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor;
(d) Debt under leases permitted under Section 9.08;
(e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Obligor’s Pipeline Properties;
(f) Debt of the Obligors under Hedging Agreements permitted under Section 9.07;
(g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of Five Hundred Thousand Dollars ($500,000), evidenced by an Intercompany Note which has been pledged to secure the Indebtedness and is in the possession of the Administrative Agent, and (ii) subordinated to the Indebtedness upon terms and conditions satisfactory to the Administrative Agent;
(h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices;
(i) Debt in an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) incurred in connection with a senior or subordinated unsecured note offering with a maturity date at least one year beyond the maturity of the Facilities, the documentation for which contains covenants no more restrictive than those set forth in this Agreement; and
(j) Debt of the Borrower not otherwise described under subparagraphs (a) through (i) above not to exceed Five Hundred Thousand Dollars ($500,000) in the aggregate.
Debt. The Parent Guarantor will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, assume or suffer to exist any Debt, except:
(a) the Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents.
(b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases).
(c) 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 ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.
(d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests).
(e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.
(f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries 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 Parent Guarantor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement.
(g) endorsements of negotiable instruments for collection in the ordinary course of business.
(h) Senior Notes provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Do...
Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:
(a) the Loans or other Obligations arising under the Loan Documents.
(b) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate.
(c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor.
(d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02.
(e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent).
(f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt.
(g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permi...
Debt. Create, incur, assume or suffer to exist any Debt, except:
(a) Debt of the LCC Consolidated Entities under this Agreement, the Notes, the Letters of Credit, the Interest Rate Protection Agreements, the Currency Protection Agreements and the other Facility Documents;
(b) Debt described on SCHEDULE 6.10 but no renewals, extensions or refinancings thereof;
(c) Debt consisting of Guaranties permitted pursuant to Section 8.02;
(d) Consolidated Subordinated Debt;
(e) Debt under documentary and standby letters of credit exclusive of the Letters of Credit so long as the aggregate reimbursement obligations under such letters of credit together with the aggregate reimbursement obligations of all outstanding letters of credit described on SCHEDULE 6.10 does not exceed at any time $750,000;
(f) Debt of (i) any Obligor (other than the Subsidiary Borrower) to any other Obligor (other than the Subsidiary Borrower), (ii) the Borrower to any of its Subsidiaries so long as such Debt is subordinated to the Obligations on terms and conditions acceptable to the Required Lenders and (iii) in addition to the Debt permitted under clauses (i) and (ii) of this paragraph (f), any Subsidiary of the Borrower to the Borrower so long as (A) such Debt is evidenced by a promissory note on terms reasonably acceptable to the Required Lenders which promissory note shall be pledged to the Administrative Agent as collateral for the Obligations and (B) the aggregate principal amount of all such Debt does not exceed at any time $1,000,000;
(g) accounts payable to trade creditors for goods or services which are not aged more than 120 days from billing date and current operating liabilities (other than for borrowed money) which are not more than 120 days past due, in each case incurred in the ordinary course of business and paid within the specified time, unless contested in good faith and by appropriate proceedings; and
(h) Debt of any LCC Consolidated Entity secured by Purchase Money Liens permitted by Section 8.03(j) and any renewals, extensions or refinancings thereof so long as the aggregate principal amount of all such Debt together with all Debt then outstanding secured by Purchase Money Liens described on SCHEDULE 6.10 does not exceed at any time $1,000,000.