Intercompany Indebtedness Sample Clauses

Intercompany Indebtedness. The Company shall not create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness arising from loans from any Subsidiary to the Company unless (a) such Indebtedness is unsecured and (b) such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent.

Intercompany Indebtedness. The Borrower shall cause all Indebtedness owing by any Obligor to any Subsidiary of the Borrower which is not an Obligor to be subordinated and postponed, pursuant to the Postponement and Subordination Undertaking, to the Secured Obligations of such Obligor for so long as a Default has occurred and is continuing. The Borrower shall cause any Subsidiary of the Borrower which is not an Obligor, prior to the incurrence of any such Indebtedness, to execute and deliver to the Administrative Agent the Postponement and Subordination Undertaking or an instrument of adhesion thereto.

Intercompany Indebtedness. On behalf of itself and each of its Subsidiaries, each Loan Party hereby agrees for the benefit of the Secured Parties that: (a) any intercompany indebtedness among Holdings and its Subsidiaries (or among such Subsidiaries) shall be subordinate and junior in right of payment, to the extent and in the manner set forth in this Section 10.23, to the Obligations, including, without limitation, where applicable, under any such intercompany borrower’s Guaranty (if any) of the Obligations hereunder; (b) in the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any intercompany borrower or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such intercompany borrower, whether or not involving insolvency or bankruptcy, then (i) the holders of the Obligations shall be paid in full in cash in respect of all amounts constituting Obligations before any intercompany lender is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of any intercompany indebtedness (excluding demands by the Collateral Agent exercising its rights under any collateral assignment of the rights of such intercompany lenders) and (ii) until the holders of the Obligations are paid in full in cash in respect of all amounts constituting Obligations, any payment or distribution to which such intercompany lender would otherwise be entitled under any intercompany indebtedness shall be made to the Administrative Agent; (c) if any Event of Default occurs and is continuing, and an intercompany borrower has received written notice from the Administrative Agent, then, except as required by any Requirement of Law, no payment or distribution of any kind or character shall be made by any intercompany borrower that is a Loan Party in respect of any intercompany indebtedness to any Person that is not a Loan Party or that is not the Administrative Agent; (d) if any payment or distribution of any character, whether in cash, securities or other property, in respect of intercompany indebtedness shall (despite these subordination provisions) be received by any intercompany lender in violation of clause (b) or (c) above before all Obligations shall have been paid in full in cash, such payment or distribution shall be held in trust for the benefit of, and shall be pa...

Intercompany Indebtedness. (a) The Company will and will cause its Subsidiaries to cause all Intercompany Indebtedness (other than Intercompany Indebtedness owed to any Subsidiary in the Gimsa Division by the Company and Guaranty Obligations by the Company that are permitted by Section 7.16(e) or 7.16(h) (Limitations on Incurrence of Additional Indebtedness)) to be subordinated to the Loan pursuant to the Intercompany Subordination Agreement and the Intercompany Trust Agreement and to be evidenced by and issued pursuant to the Intercompany Revolving Facilities. Prior to the issuance of any Intercompany Indebtedness by any Subsidiary that is not an Intercompany Lender, such Subsidiary shall (i) provide to the Lender certified copies of the Organizational Documents of such Subsidiary as are in full force and effect, and such applicable corporate documentation evidencing the authority of such Subsidiary (and the signatories of such Subsidiary, as applicable) to enter into and perform (x) the Intercompany Revolving Facility and (y) in the case of any Subsidiary other than Subsidiaries in the Gimsa Division, the Intercompany Trust Agreement and the Intercompany Subordination Agreement and (ii) become a party to (x) an Intercompany Revolving Facility and (y) in the case of any Subsidiary other than Subsidiaries in the Gimsa Division, the Intercompany Trust Agreement and the Intercompany Subordination Agreement. The Company will treat the Obligations as senior in payment to any obligations owed to any Subsidiary that is part of the Gimsa Division by the Company in accordance with Section 7.19(c) (Intercompany Indebtedness) and will not take any action that would result in the Obligations not being treated as senior in payment to any obligations owed to any Subsidiary that is part of the Gimsa Division by the Company in accordance with Section 7.19(c) (Intercompany Indebtedness). (b) During the pendency of any proceeding filed by or against the Company seeking relief as debtor, or seeking to adjudicate the Company as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of the Company or its debts under any law relating to bankruptcy, insolvency, reorganization, concurso mercantil, quiebra, or relief of debtors, or seeking appointment of a receiver, trustee, assignee, custodian, liquidator or visitador, conciliador or sindico or any other similar official for the Company or for any substantial part of its property, the Company will cause each Subsidiary to...

Intercompany Indebtedness. Prior to the Closing, Contributor and FirstMark shall cause all outstanding indebtedness of FirstMark to Contributor or any of her Affiliates to be cancelled or discharged without any cost, liability (including, without limitation, any Tax liability) or expense being incurred by FirstMark.

Intercompany Indebtedness. Immediately prior to the Closing, Seller shall contribute to the Companies, as a capital contribution in respect of the Shares of the relevant Company, all indebtedness owed by such Company or any of its Subsidiaries to GEC, Seller or any of their Affiliates that has not been repaid by such Company or its Subsidiary prior to the Closing, if any. In addition, immediately prior to the Closing, any indebtedness owed by Seller or its Affiliates (other than the Companies or any of their Subsidiaries) to the Companies or any of their Subsidiaries that has not been repaid by the Seller or its Affiliates prior to the Closing, shall be satisfied.

Intercompany Indebtedness. The Borrowers shall cause all Indebtedness owing by any Obligor to another Company to be subordinated and postponed, pursuant to the Postponement and Subordination Undertaking, to the Secured Obligations of such Obligor for so long as a Default has occurred and is continuing. The Borrowers shall cause any other Company, prior to the incurrence of any such Indebtedness, to execute and deliver to the Administrative Agent the Postponement and Subordination Undertaking or an instrument of adhesion thereto.

Intercompany Indebtedness. The Intercompany loans set forth on Schedule 7.2(d).

Intercompany Indebtedness. The Administrative Agent shall have received the Subordination Agreement, duly executed and delivered by the Parent Guarantor, Borrower and each Restricted Subsidiary.

Intercompany Indebtedness. Immediately prior to the Closing, the Seller shall (a) pay or cause its affiliates to pay to the Company and its Subsidiaries all indebtedness for borrowed money owed by the Seller or any of its affiliates (other than the Company or its Subsidiaries) as of such time and (b) pay to the Company a capital contribution and cause such capital contribution to be applied to pay or satisfy all indebtedness for borrowed money owed by the Company and its Subsidiaries to the Seller or its affiliates (other than the Company and its Subsidiaries) as of such time.