Indebtedness Clause Samples

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing on the Closing Date and described on Schedule 8.03 to the Disclosure Letter and Permitted Refinancings thereof; (c) intercompany Indebtedness permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided, that, such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, that, (w) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (x) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (y) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing (other than by an amount equal to unpaid interest and premium thereon, and any underwriting discounts, fees, commissions and expenses associated with such refinancing) and (z) the total of all such Indebtedness incurred in reliance on this clause (i) for all such Persons taken together, together with the total of all Indebtedness assumed by the Borrower and its Subsidiaries in reliance on clause (ii) of this Section 8.03(e), shall not exceed an aggregate principal amount of $1,000,000 at any one time outstanding and (ii) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) assumed in connection with a Permitted Acquisition or other Investment permitted by Section 8.02, that was incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, that, (x) no such Indebtedness shall be refinanced for a princi...

Indebtedness. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time create, incur, assume or suffer to exist any Indebtedness, except: (i) Indebtedness under the Loan Documents; (ii) Indebtedness pursuant to capitalized leases made under usual and customary terms in the ordinary course of business and Indebtedness secured solely by Purchase Money Security Interests not exceeding in the case of any Indebtedness under this clause (ii) at any one time in the aggregate $50,000,000; (iii) existing Indebtedness as set forth on Schedule 8.2.1 (including any extensions or renewals thereof, provided there is no increase in the principal amount thereof as of the Closing Date unless otherwise specified on Schedule 8.2.1); (iv) any short‑term Indebtedness under securities clearing arrangements secured by or for which marketable securities and related cash balances with customary loan‑to‑value ratios are available to repay such Indebtedness; (v) Indebtedness of a Loan Party or any Subsidiary of any Loan Party to another Loan Party or any Subsidiary of any Loan Party; (vi) any Lender Provided Interest Rate Hedge; provided, however, that the Loan Parties and their Subsidiaries shall enter into a Lender Provided Interest Rate Hedge only for hedging (rather than speculative) purposes; and (vii) unsecured Indebtedness so long as after giving effect to such Indebtedness the Loan Parties remain in pro forma compliance with the financial covenants contained in Sections 8.2.14 [Maximum Leverage Ratio ] and 8.2.15 [Minimum Interest Coverage Ratio].

Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations of the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insuranc...

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness in respect of the Loans, the Notes, the Letters of Credit and all other obligations of the Borrowers under this Credit Agreement; (b) Indebtedness in favor of National Bank of Commerce more particularly described on Schedule 9.1(b) (the "NBC Indebtedness") and certain other Indebtedness outstanding on the Closing Date as listed on Schedule 9.1(b); (c) Indebtedness in an aggregate amount equal to the amount by which the Commitments have been permanently reduced pursuant to Section 4.6 of this Credit Agreement, provided that such Indebtedness shall contain provisions in respect of subordination, amortization, rate of interest and acceleration of the due date of such Indebtedness prior to its stated maturity which, in the reasonable discretion of the Agent and the Banks, are acceptable in form and substance to the Agent and the Banks; (d) Indebtedness as incurred or assumed by the Borrowers (i) in connection with any Financing Lease entered into after the Closing Date, (ii) in connection with any Sale and Leaseback transaction and (iii) as to the Borrowers, to pay all or any part of the purchase price of property acquired after the Closing Date, not to exceed the purchase price of the property so acquired; provided that the aggregate amount of all such Indebtedness at any one time outstanding (excluding the NBC Indebtedness) shall not exceed (x) $10,000,000 less (y) Indebtedness (excluding the NBC Indebtedness) permitted by subsections 9.1(b) and 9.1(e); (e) Indebtedness incurred by the Borrowers after the Closing Date (i) under unsecured lines of credit with any Person, (ii) under demand and other short-term promissory notes payable to or to the order of any Person, (iii) in connection with any Sale and Leaseback transactions, and (iv) in connection with any Financing Lease entered into after the Closing Date, provided that, except in the case of Inter-Company Indebtedness, the aggregate principal amount (excluding the NBC Indebtedness) shall not exceed (x) $10,000,000 less (y) Indebtedness (excluding the NBC Indebtedness) permitted by subsections 9.1(b) and 9.1(d) hereof. (f) Inter-Company Indebtedness, including without limitation, (i) Indebtedness incurred by any Borrower (each, a "borrowing Borrower") under an unsecured loan or advance from any Affiliate which loan or advance is used by the borrowing Borrower to purchase Inventory, fixtures, fittings and other items requi...

Indebtedness. Create, incur, assume, guarantee or suffer to exist, or otherwise become or remain liable with respect to, or permit any of its Subsidiaries to create, incur, assume, guarantee or suffer to exist or otherwise become or remain liable with respect to, any Indebtedness other than Permitted Indebtedness.

Indebtedness. Borrower shall not, and shall not permit any Subsidiary to, incur, create, assume, become or be liable in any manner with respect to, suffer or permit to exist, any Indebtedness or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the performance, dividends or other obligations of any Person, except: (a) the Obligations; (b) purchase money Indebtedness (including Capital Leases) arising after the date hereof to the extent secured by purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on Real Property not to exceed $3,500,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower or its Subsidiaries other than the Equipment or Real Property so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment or Real Property so acquired, as the case may be; (c) guarantees by any Subsidiaries of Borrower of the Obligations in favor of Lender; (d) Indebtedness of Borrower under interest swap agreements, interest rate cap agreements, interest rate collar agreements, interest rate exchange agreements and similar contractual agreements entered into for the purpose of protecting a Person against fluctuations in interest rates; provided, that, such arrangements are with banks or other financial institutions that have combined capital and surplus and undivided profits of not less than $250,000,000 and are not for speculative purposes and such Indebtedness shall be unsecured; (e) Indebtedness of Borrower evidenced by or arising under the Senior Notes as in effect on the date hereof, provided, that: (i) the aggregate amount of such Indebtedness shall not exceed $100,000,000 less the aggregate amount of all repayments, repurchases or redemptions, whether optional or mandatory, in respect thereof, plus interest thereon at the rate provided for in the Senior Notes as in effect on the date hereof, (ii) Borrower and its Subsidiaries shall not, directly or indirectly, make any payments in respect of such Indebtedness, except that Borrower may make regularly scheduled payments of interest and principal, if any, in respect of such Indebtedness when due in accordance with the terms of the Senior Notes as in effect on the date hereof, (iii) Borrower and its Subsidiaries shall not, directly or indirectly, (A) amend, modify, alter or change in any material respect any terms of such Indebtednes...

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: Indebtedness of Holdings, the Company and any of its Subsidiaries under the Loan Documents (including any Indebtedness incurred pursuant to Sections 2.15 and 2.18); Indebtedness (i) outstanding on the date hereof and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the date hereof; Guarantees by Holdings, the Company and the Restricted Subsidiaries in respect of Indebtedness of the Company or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) no Guarantee by any Restricted Subsidiary of any Existing Note, New Note, or Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Subsidiary Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; Indebtedness of the Company or any Restricted Subsidiary owing to the Company or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that, all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be subject to the subordination terms set forth in Section 5.03 of the Security Agreement; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets, other than software; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(f) and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii); Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; Indebtedness of Foreign Subsidiaries or Guarantors (i) assumed in connection with any Permitted Acquisition or (ii) incurred to finance a Permitted Acquisit...

Indebtedness. The Parent will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (i) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (ii) Indebtedness of the Borrower under any Interest Rate Protection or Other Hedging Agreement or under any similar type of agreement to the extent such is entered into to satisfy the requirements of Section 7.11; (iii) Indebtedness of the Borrower and its Subsidiaries evidenced by Capitalized Lease Obligations to the extent permitted pursuant to Section 8.08; provided that the aggregate amount of Indebtedness evidenced by Capitalized Lease Obligations under all Capital Leases outstanding under this clause (iii) at any one time shall not exceed $10,000,000 (so long as the amount of Capitalized Lease Obligations incurred in any one fiscal year of the Parent does not exceed the amount of Capital Expenditures (other than Permitted Acquisitions) the Borrower and its Subsidiaries is permitted to incur during such fiscal year in accordance with Section 8.08); (iv) Existing Indebtedness listed on Schedule X but without giving effect to any refinancings, renewals or increases in the principal amount thereof, except for refinancings, renewals and extensions thereof which do not increase the principal amount of Indebtedness being refinanced, renewed and/or extended; (v) Indebtedness in amounts, and subject to Liens, permitted under Section 8.01(viii); (vi) (x) Indebtedness of the Borrower evidenced by Permitted Seller Notes or constituting Permitted Earn-Out Debt issued in accordance with the requirements of Section 7.15 so long as the amount outstanding at any time shall not exceed $4,000,000 and (y) Capitalized Lease Obligations of Subsidiaries of the Borrower assumed in connection with Permitted Acquisitions and incurred in accordance with Section 7.15, so long as such (y) Capitalized Lease Obligations were not incurred in anticipation or contemplation of such Permitted Acquisitions and the Capitalized Lease Obligations are obligations solely of the entity acquired in such Permitted Acquisition or formed by the Borrower to effect such Permitted Acquisition; (vii) guaranties by the Borrower or any of its Subsidiaries of leases entered into in the ordinary course of business by any Subsidiary of the Borrower; (viii) Indebtedness of the Borrower, and subordinated guarantees thereof by the Subsidiary Guarantors, incurred pursuant to the Se...