Incurrence Clause Samples

Incurrence. Subject to the additional limitation in Section 9.16(a)(ii)(B) below, the Borrower will not, and will not permit any of the Subsidiary Guarantors to, enter into any Swap Agreement in respect of commodities other than such Swap Agreements entered into with Approved Counterparties and not for speculative purposes and with a duration no longer than five years from the date the applicable Swap Agreement is entered into; provided that, the Hedged Volume in any month, determined at the time such Swap Agreement is entered into and after giving effect thereto (the “Measurement Date”), shall not exceed for each month during the period during which such Swap Agreement is in effect, the greater of (A) 100% of the anticipated projected production from proved, developed, producing Oil and Gas Properties set forth in the most recently delivered Reserve Report (subject to the following sentence), and (B) volumes set forth in the grid below for the applicable period as determined (subject to the following sentence) by reference to the Reserve Report most recently delivered to the Administrative Agent: 85% of the anticipated projected production from proved Oil and Gas Properties First 24 months after the Measurement Date 75% of the anticipated projected production from proved Oil and Gas Properties Months 25 — 60 after the Measurement Date For purposes of entering into or maintaining Swap Agreement trades or transactions under this Section 9.16(a)(i), forecasts of reasonably anticipated production from the Borrower’s and its Subsidiaries’ proved Oil and Gas Properties as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement shall be revised to account for any increase or decrease therein anticipated because of information obtained by the Borrower or any of its Subsidiaries subsequent to the publication of such Reserve Report including the Borrower’s or any of its Subsidiaries’ internal forecasts of production decline rates for existing ▇▇▇▇▇ and additions to or deletions from anticipated future production from new ▇▇▇▇▇ and completed acquisitions coming on stream or failing to come on stream.
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Incurrence. The Company may incur additional Indebtedness so long as (i) such additional Indebtedness is subordinated to the obligations of the Company to pay principal of and interest on the Loans and the other obligations hereunder and under the Loan Documents on terms of subordination, and pursuant to documentation containing other terms (including interest, amortization, covenants and Credit Agreement events of default), in each case in form and substance reasonably satisfactory to the Required Lenders; (ii) no principal payments with respect to such Indebtedness shall be due prior to the date that is at least one year after the loans hereunder have matured; (iii) such Indebtedness is not secured by any Lien on property of the Company or any Subsidiary; and (iv) at the time of such incurrence, and after giving effect thereto, no Default shall have occurred and be continuing and the Company shall be in pro forma compliance with Section 7.09 (the determination of such pro forma compliance to be calculated, as at the end of and for the period of four fiscal quarters most recently ended prior to the date of such incurrence for which financial statements of the Company and its Subsidiaries are available, under the assumption that such incurrence shall have occurred at the beginning of the applicable period) and the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer showing such calculation in reasonable detail to demonstrate such compliance. Any Subsidiary Guarantor may Guarantee such Indebtedness so long as such Guarantee is similarly subordinated to the Guarantee of such Subsidiary Guarantor hereunder upon terms (including terms of subordination) in form and substance reasonably satisfactory to the Required Lenders.
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Incurrence. The Borrower may, at any time after the Effective Date, incur additional Indebtedness so long as each of the following conditions shall be satisfied: (i) such additional Indebtedness is subordinated to the obligations of the Borrower to pay principal of and interest on the Loans, the Notes and the other obligations hereunder and under the Loan Documents on terms of subordination, and pursuant to documentation containing other terms (including, without limitation, interest, amortization, covenants and events of default), in each case in form and substance reasonably satisfactory to the Majority Lenders; (ii) the Net Available Proceeds of such Indebtedness are applied to the prepayment of the Loans to the extent required by Section 2.10(e) hereof; and (iii) after giving effect to the incurrence of such Indebtedness and the application of proceeds thereof, no Default shall have occurred and be continuing. Any Subsidiary Guarantor may Guarantee such Indebtedness so long as such Guarantee is similarly subordinated to the Guarantee of such Subsidiary Guarantor hereunder upon terms (including, without limitation, terms of subordination) in form and substance reasonably satisfactory to the Majority Lenders.
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Incurrence. Subject to the additional limitation in Section 9.16(a)(ii)(B) below, the Borrower will not, and will not permit any of the Subsidiary Guarantors to, enter into any Swap Agreement in respect of commodities other than such Swap Agreements entered into with Approved Counterparties and not for speculative purposes and with a duration no longer than five years from the date the applicable Swap Agreement is entered into; provided that, the Hedged Volume in any month, determined at the time such Swap Agreement is entered into and after giving effect thereto (the “Measurement Date”), shall not exceed for each month during the period during which such Swap Agreement is in effect, the greater of (A) 100% of the anticipated projected production from proved, developed, producing Oil and Gas Properties set forth in the most recently delivered Reserve Report (subject to the following sentence), and (B) volumes set forth in the grid below for the applicable period as determined (subject to the following sentence) by reference to the Reserve Report most recently delivered to the Administrative Agent:
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Incurrence. The Company may, after March 30, 1996, incur additional Indebtedness so long as each of the fol- lowing conditions shall be satisfied: Credit Agreement (i) such additional Indebtedness is subordinated to the obligations of the Company to pay principal of and interest on the Loans, the Notes and the other obligations hereunder and under the Loan Documents on terms of subor- dination, and pursuant to documentation containing other terms (including, without limitation, interest, amortiza- tion, covenants and events of default), in each case in form and substance reasonably satisfactory to the Majority Lenders, (ii) to the extent such Indebtedness shall be issued during the period commencing on March 31, 1996 through and including June 29, 1996, EBITDA for the quarterly fiscal period ending March 30, 1996 shall have been at least equal to $8,645,000 (and the Company shall have delivered evidence thereof satisfactory to the Majority Lenders), (iii) to the extent such Indebtedness shall be issued during the period commencing on June 30, 1996 through and including September 28, 1996, EBITDA for the quarterly fiscal period ending June 29, 1996 shall have been at least equal to $25,945,000 (and the Company shall have delivered evidence thereof satisfactory to the Majority Lenders), and (iv) after giving effect to the incurrence thereof no Default shall have occurred and be continuing and the Total Debt Ratio shall not be greater than 4.75 to 1. Any Subsidiary Guarantor may Guarantee such Indebtedness so long as such Guarantee is similarly subordinated to the Guaran- tee of such Subsidiary Guarantor hereunder upon terms (includ- ing, without limitation, terms of subordination) in form and substance reasonably satisfactory to the Majority Lenders.
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Related to Incurrence

  • Incurrence of Indebtedness The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness (other than (i) the Indebtedness evidenced by this Note and the Other Notes and (ii) other Permitted Indebtedness).

  • Incurrence of Debt Promptly (but in any event within one (1) Business Day) upon receipt by any Credit Party or any Restricted Subsidiary of any Credit Party of the Net Cash Proceeds of the incurrence of Indebtedness (other than Net Cash Proceeds from the incurrence of Indebtedness permitted hereunder), the Borrower shall deliver, or cause to be delivered, to Agent an amount equal to 100% of such Net Cash Proceeds for application to the Loans in accordance with Section 1.8(f).

  • Limitation on Incurrence of Indebtedness (a) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness, other than Intercompany Indebtedness, if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; (2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); (3) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (c) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness secured by any Encumbrance upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Indebtedness secured by an Encumbrance and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication): (1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce Indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. (d) The Issuer and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.

  • Repayment of Indebtedness Except as disclosed in the Registration Statement and the Prospectus, the Company does not intend to use any of the proceeds from the sale of the Shares to repay any debt owed to the Sales Agent or the Forward Seller or any affiliate thereof.

  • Prepayment of Indebtedness At any time, directly or indirectly, prepay any Indebtedness (other than to Lenders), or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Borrower.