Indebtedness Certificate Sample Clauses

Indebtedness Certificate. Sellers shall have delivered to Buyer a certificate setting forth the Indebtedness of the Company and its Subsidiary as of the Closing Date (the “Indebtedness Certificate”).
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Indebtedness Certificate. The Company shall have delivered a certificate (the "Indebtedness Certificate") of the Chief Financial Officer of the Company certifying as to the amount of Indebtedness of the Company and its subsidiaries outstanding as of the Closing Date (the "Certified Indebtedness") plus any premium or penalty payable upon the prepayment of such Indebtedness on the Closing Date, and shall have given Buyer reasonable access to the books and records of the Company necessary to determine the accuracy of such certificate.
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Indebtedness Certificate. The Agents shall have received, with copies for each Lender, a certificate from the chief financial Authorized Officer of PAAC, dated the Closing Date, certifying that, immediately after the making of the Term Loans hereunder and the issuance of the Senior Secured Notes, PAAC's Consolidated Cash Flow Coverage Ratio is at least 2.0 to 1.0 as required pursuant to Section 7.2.1 of the Existing Term Loan Agreement and Section 1008 of the Existing Senior Secured Note Indenture, together with detailed supporting calculations satisfactory in form and scope to the Agents.
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Indebtedness Certificate. On the Stock Purchase Closing Date, the Company shall deliver to Buyer a statement certifying the amount of Indebtedness owing under the Credit Agreement by the Company and its controlled Affiliates as of the close of business on the day immediately preceding the Stock Purchase Closing Date, as reflected in a statement provided to the Company or any of its Subsidiaries from the Credit Agreement Agent.
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Indebtedness Certificate. Two business days prior to the Closing Date, the Company shall deliver to MHC a certificate (the "INDEBTEDNESS CERTIFICATE") which will be attached to, and become a part of, this Agreement setting forth (i) all outstanding Indebtedness of the Acquired Companies as of the Closing Date and, with respect to any Indebtedness owed to a financial institution, a pay-off letter confirming the pay-off amount of such Indebtedness as of the Closing Date, and (ii) the Note Purchase Price. Each of the Company and Operations represents, warrants and covenants that the information provided in the Indebtedness Certificate shall be true, accurate and complete.
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Indebtedness Certificate. MHC shall have received the Indebtedness Certificate, at least two (2) business days prior to the Closing.
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Indebtedness Certificate. Section 6.1
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Indebtedness Certificate. Parent shall have received from the Company the Indebtedness Certificate pursuant to Section 4.16 of this Agreement.
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Related to Indebtedness Certificate

  • Indebtedness; Certain Equity Securities (a) The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

  • Indebtedness and Preferred Equity The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except:

  • Indebtedness; Guarantees The Borrower shall not create, incur, assume or suffer to exist any Indebtedness other than Indebtedness permitted under the Transaction Documents. The Borrower shall incur no Indebtedness secured by the Collateral other than the Obligations. The Borrower shall not assume, guarantee, endorse or otherwise be or become directly or contingently liable for the obligations of any Person by, among other things, agreeing to purchase any obligation of another Person, agreeing to advance funds to such Person or causing or assisting such Person to maintain any amount of capital, other than as expressly permitted under the Transaction Documents.

  • INDEBTEDNESS GUARANTEED The Indebtedness guaranteed by this Guaranty includes any and all of Borrower indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of Borrower's liabilities, obligations and debts to Lender, now existing or hereinafter incurred or created, including, without limitation, all loans, advances, interest, costs, debts, overdraft indebtedness, credit card indebtedness, lease obligations, other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra xxxxx, or otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Xxxxxx, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Xxxxxx's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new indebtedness created after actual receipt by Xxxxxx of Guarantor's written revocation. For this purpose and without limitation, the term "new indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specially will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Xxxxxx's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. IT IS ANTICIPATED THAT FLUCTUATIONS MAY OCCUR IN THE AGGREGATE AMOUNT OF INDEBTEDNESS COVERED BY THIS GUARANTY, AND GUARANTOR SPECIFICALLY ACKNOWLEDGES AND AGREES THAT REDUCTIONS IN THE AMOUNT OF INDEBTEDNESS, EVEN TO ZERO DOLLARS ($0.00), PRIOR TO GUARANTOR'S WRITTEN REVOCATION OF THIS GUARANTY SHALL NOT CONSTITUTE A TERMINATION OF THIS GUARANTY. THIS GUARANTY IS BINDING UPON GUARANTOR AND XXXXXXXXX'S HEIRS, SUCCESSORS AND ASSIGNS SO LONG AS ANY OF THE GUARANTEED INDEBTEDNESS REMAINS UNPAID AND EVEN THOUGH THE INDEBTEDNESS GUARANTEED MAY FROM TIME TO TIME BE ZERO DOLLARS ($0.00).

  • Indebtedness Create, incur, assume or suffer to exist any Indebtedness, except:

  • Senior Indebtedness Status The Obligations of each Credit Party under this Agreement and each of the other Financing Documents ranks and shall continue to rank at least senior in priority of payment to all Debt that is contractually subordinated to the Obligations of each such Person under this Agreement and is designated as “Senior Indebtedness” (or an equivalent term) under all instruments and documents, now or in the future, relating to all Debt that is contractually subordinated to the Obligations under this Agreement of each such Person.

  • Securities Subordinate to Senior Indebtedness The Company covenants and agrees, and each Holder of a Security, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the payment of the principal of (and premium, if any) and interest (including any Additional Interest) on each and all of the Securities of each and every series are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness.

  • Indebtedness and Guaranty Obligations Create, incur or assume any Indebtedness or Guaranty Obligation except:

  • Prepayment of Other Indebtedness, Etc (a) Amend or modify any of the terms of any Indebtedness of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents) if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto.

  • PAYMENT OF INDEBTEDNESS BY RELATED PERSONS Except as expressly provided in this Agreement, Sellers will cause all indebtedness owed to an Acquired Company by any Seller or any Related Person of any Seller to be paid in full prior to Closing.

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