Limitation on Indebtedness Sample Clauses

Limitation on Indebtedness. The Company shall not, and shall not suffer or permit any Subsidiary to, create, incur, assume, suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (a) Indebtedness incurred pursuant to this Agreement; (b) Indebtedness consisting of Contingent Obligations permitted pursuant to Section 8.08; (c) Indebtedness existing on the Closing Date and set forth in Schedule 8.05; (d) Indebtedness secured by Liens permitted by subsection 8.01(i); (e) Indebtedness incurred in connection with leases permitted pursuant to Section 8.10; (f) Indebtedness consisting of Subordinated Debt not in excess of $60,000,000.00; provided, however, that the terms and subordination provisions of any such Subordinated Debt must be acceptable to the Agent and the Required Banks; (g) Other unsecured senior Indebtedness of the Company up to an aggregate principal amount of $10,000,000.00 at any given time; provided, however, that Indebtedness permitted pursuant to this subsection, together with Indebtedness secured by Liens permitted by Section 8.01(i) shall not exceed $25,000,000.00; (h) Extensions, renewals or replacements of permitted Indebtedness provided that no such extension, renewal or replacement shall (i) amend or modify any subordination provisions, if any, contained in the original Indebtedness, (ii) shorten the fixed maturity or increase the principal amount of, or increase the rate or shorten the time of payment and interest on, or increase the amount or shorten the time of payment of any principal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of the original Indebtedness, or increase the amount of, or accelerate the time of payment of, any fees payable in connection therewith, (iii) make any modification relating to the affirmative or negative covenants, events of default or remedies under the documents or instruments evidencing the original Indebtedness the effect of which is to subject the Company or any Subsidiary to any more materially onerous or restrictive provisions, or (iv) materially adversely affect the interest of the Banks under this Agreement or any other Loan document in any respect; (i) Indebtedness resulting from the endorsement of negotiable instruments in the ordinary course of business; (j) Indebtedness subject to Liens permitted under subsections 8.01 (c), (d) and (e); (k) Indebtedness of any Subsidiary to the Company or another Subsi...

Limitation on Indebtedness. (1) The Company shall not, and shall not permit any Restricted Subsidiary to, incur, directly or indirectly, any Indebtedness unless, on the date of such incurrence, the Consolidated Coverage Ratio exceeds 2.0 to 1. (2) Notwithstanding the foregoing paragraph (1), the Company and its Restricted Subsidiaries may incur any or all of the following Indebtedness: (a) Indebtedness incurred by the Company pursuant to the Credit Facility or any other revolving credit arrangement; provided, however, that, after giving effect to any such incurrence, the aggregate principal amount of such Indebtedness then outstanding does not exceed the greater of $175,000,000 (less the then outstanding principal amount of Indebtedness arising under any Receivables Program of the Company or any Restricted Subsidiary, other than Indebtedness described in clause (B) below) and the sum of (i) 50% of the book value of the inventory of the Company and its Restricted Subsidiaries and (ii) 85% of the book value of the accounts receivable of the Company and its Restricted Subsidiaries (other than accounts receivable subject to any Receivables Program of the Company or any Restricted Subsidiary), in each case determined in accordance with GAAP; (b) Indebtedness of the Company owed to and held by a Restricted Subsidiary and Indebtedness of a Restricted Subsidiary owed to and held by the Company or a Restricted Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the incurrence of such Indebtedness by the issuer thereof; (c) the Securities; (d) Indebtedness outstanding as of the date of this Note (other than Indebtedness described in clause (A), (B) or (C) of this Section 3(d)(2)); (e) Refinancing Indebtedness in respect of Indebtedness incurred pursuant to Section 3(d)(1) or pursuant to clause (C) or (D) of this Section 3(d)(2) or this clause (E); (f) Hedging Obligations consisting of Interest Rate or Currency Protection Agreements directly related to Indebtedness permitted to be incurred hereunder; (g) Indebtedness incurred by a Receivables Subsidiary, other than Indebtedness described in clause (B) above, in an amount not exceeding 95% of the aggregate unpaid balance of the Receivables and Related Assets of such Receivabl...

Limitation on Indebtedness. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, create, incur, assume, permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (a) Indebtedness incurred pursuant to this Agreement; (b) Indebtedness consisting of Contingent Obligations described in clause (i) of the definition thereof and permitted pursuant to Section 7.09; (c) Indebtedness existing on the Effective Date and set forth in Schedule 7.05 including Permitted Refinancings thereof; (d) (i) Indebtedness not to exceed $5,000,000 in the aggregate at any time outstanding, consisting of Capital Lease Obligations or secured by Liens permitted by Section 7.01(h) and Permitted Refinancings thereof and (ii) additional Capital Lease Obligations as a result of the sale and leasebacks permitted pursuant to Section 7.02(h); (e) Indebtedness consisting of the financing of insurance premiums in the Ordinary Course of Business; (f) unsecured intercompany Indebtedness permitted pursuant to Section 7.04(b) or otherwise described in the Structure Memorandum; (g) subject to the Intercreditor Agreements, Indebtedness under (i) the Term Credit Agreement; provided, that such Indebtedness shall not exceed the Senior Term Debt Cap (as defined in the ABL/Term Intercreditor Agreement) and (ii) the Second Lien Credit Agreement; provided, that such Indebtedness shall not exceed the Junior Term Debt Cap (as defined in the ABL/Term Intercreditor Agreement), in each case, including Permitted Refinancings thereof; (h) other unsecured subordinated debt issued after the Effective Date by Holdings to former employees for the repurchase of their Holdings Stock so long as such debt is subject to a subordination agreement in favor of the Administrative Agent and which permit no payments of any kind other than those permitted by Section 7.11(b) until the Finance Obligations are paid in full and all Commitments are terminated and contain such other terms and conditions as shall be reasonably satisfactory to the Administrative Agent; (i) other unsecured Indebtedness not exceeding in the aggregate at any time outstanding $15,000,000; provided that such unsecured Indebtedness (i) shall not have scheduled amortization payments of principal or be subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (except for customary asset sale or change of control provisions that provide for the prior repayment in full ...

Limitation on Indebtedness. (a) The Borrower will not, and will not permit any Material Restricted Subsidiary to, Incur any Indebtedness; provided, however, that (x) the Borrower or any Material Restricted Subsidiary may Incur Indebtedness if on the date of the Incurrence of such Indebtedness, after giving effect to the Incurrence thereof, the Consolidated Coverage Ratio would be equal to or greater than 2.00:1.00 and (y) the aggregate principal amount of Indebtedness Incurred pursuant to the preceding clause (x) by Restricted Subsidiaries that are not Loan Parties shall not exceed the greater of $300.0 million and 7.0% of Consolidated Tangible Assets at any time outstanding. (b) Notwithstanding the foregoing paragraph (a), the Borrower and its Restricted Subsidiaries may Incur the following Indebtedness: (i) Indebtedness Incurred pursuant to any Credit Facility (including, but not limited to, in respect of letters of credit or bankers’ acceptances issued or created thereunder) and Indebtedness Incurred other than pursuant to any Credit Facility, and (without limiting the foregoing), in each case, any Refinancing Indebtedness in respect thereof, either (I) in a maximum principal amount at any time outstanding not exceeding in the aggregate the amount equal to (A) $3,200.0 million, plus (B) the amount equal to the greater of (x) $1,300.0 million and (y) an amount equal to (1) the Borrowing Base less (2) the aggregate principal amount of Indebtedness Incurred by Special Purpose Entities that are Restricted Subsidiaries and then outstanding pursuant to subsection 7.1(b)(ix), plus (C) in the event of any refinancing of any such Indebtedness, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing or (II) in an unlimited amount, if on the date of the Incurrence of such Indebtedness (other than any such Refinancing Indebtedness), after giving effect to such Incurrence (or, at the Borrower’s option, on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness after giving pro forma effect to the Incurrence of the entire committed amount of such Indebtedness (such committed amount, a “Ratio Tested Committed Amount”), in which case such Ratio Tested Committed Amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance wit...

Limitation on Indebtedness. (a) Neither the Company nor the Issuer will, nor will the Company or the Issuer permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness (including Acquired Indebtedness), none of the Company, the Issuer or any Restricted Subsidiary will issue any Disqualified Equity Interests, and no Restricted Subsidiary that is not a Subsidiary Guarantor will issue any Preferred Stock; provided, however, that (1) the Company, the Issuer and the Restricted Subsidiaries will be entitled to Incur Indebtedness or issue Disqualified Equity Interests or Preferred Stock if, on the date of such Incurrence or issuance and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio exceeds 2.00 to 1.00 (provided that the aggregate amount of Indebtedness, Disqualified Equity Interests and Preferred Stock that may be Incurred or issued, as applicable, pursuant to the foregoing by Restricted Subsidiaries that are not Subsidiary Guarantors shall not exceed the greater of (i) $1.0 billion and (ii) 6.0% of Consolidated Total Assets at any one time outstanding (together with all Refinancing Indebtedness Incurred by Restricted Subsidiaries that are not Subsidiary Guarantors then outstanding and Incurred to refinance any of the foregoing pursuant to Section 4.4(a)(2)) and (2) Refinancing Indebtedness in respect of Indebtedness Incurred or assumed pursuant to Section 4.4(a)(1) (any such Indebtedness Incurred pursuant to Section 4.4(a)(1) being herein referred to as “Coverage Indebtedness”). (b) Notwithstanding Section 4.4(a), the Company, the Issuer and the Restricted Subsidiaries will be entitled to Incur any or all of the following Indebtedness (any such Indebtedness Incurred pursuant to this Section 4.4(b) being herein referred to as “Permitted Indebtedness”): (1) Indebtedness of the Company, the Issuer or any Subsidiary Guarantor Incurred pursuant to any Credit Facility and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with undrawn trade letters of credit and reimbursement obligations relating to trade letters of credit satisfied within 30 days being excluded, and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof); provided, however, that, after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this Section 4.4(b)(1) and then outstanding does not exceed (i) the greater of (A) $1.75 billion and (B) 10.5%...

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than the following: (a) Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness); (b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; (c) Indebtedness of (i) the Borrower or any Guarantor owing to the Borrower or any Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor; (d) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities entered into 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-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims); (e) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the Borrower or other Restricted Subsidiaries that is permitted to be incurred under this Agreement (except that a Restricted Subsidiary that is not a Credit Party may not, by virtue of this Section 10.1(e) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1) and (ii) the Borrower in respect of Indebtedness of Restricte...

Limitation on Indebtedness. Holdings will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Holdings will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred stock; provided that Holdings may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock, if, after giving effect thereto, the Fixed Charge Coverage Ratio of Holdings and the Restricted Subsidiaries would be at least 2.00 to 1.00; provided, further, that the amount of Indebtedness, Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing, together with any amounts incurred under Section 10.1(n)(x), by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $85,000,000 and (y) 3.75% of Consolidated Total Assets for the most recently ended Test Period (calculated on a Pro Forma Basis) at any one time outstanding. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness represented by the Senior Notes (including any guarantee thereof) and exchange notes issued in respect of such notes and any guarantee thereof in an aggregate principal amount not to exceed (x) $375,000,000 minus (y) the aggregate principal amount of Senior Notes redeemed pursuant to a Special Mandatory Redemption (as defined in the Senior Notes Indenture); (c) (i) Indebtedness outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness outstanding on the Closing Date listed on Schedule 10.1 (other than intercompany Indebtedness owed by a Credit Party to another Credit Party); (d) Indebtedness (including Capital Lease Obligations), Disqualified Stock and preferred stock incurred by Holdings or any Restricted Subsidiary, to finance the purchase, lease, construction, installation or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct...

Limitation on Indebtedness. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; PROVIDED, HOWEVER, that the Company and the Guarantors shall be entitled to Incur Indebtedness if, on the date of such Incurrence and after giving effect thereto on a PRO FORMA basis, no Default has occurred and is continuing and the Consolidated Coverage Ratio exceeds 2.0 to 1. (b) Notwithstanding the foregoing paragraph (a), the Company and the Restricted Subsidiaries shall be entitled to Incur any or all of the following Indebtedness: (1) Indebtedness Incurred pursuant to Credit Facilities; PROVIDED, HOWEVER, that (A) after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (1) and then outstanding does not exceed $310.0 million, and (B) such amount specified in clause (A) shall be reduced to the extent of any reduction or elimination of any commitment under any Credit Facility or, without duplication, any permanent repayment of principal of Indebtedness under any Credit Facility, in each case resulting from or relating to the formation of any Receivables Subsidiary or the consummation of any Qualified Receivables Transaction and shall thereafter be increased to the extent of any subsequent increase in the commitment under any Credit Facility resulting from or relating to the termination of any Qualified Receivables Transaction or the elimination of any Receivables Subsidiary (but in no event may such amount exceed the amount specified in clause (A)); (2) Indebtedness owed to and held by the Company or a Wholly Controlled Subsidiary; PROVIDED, HOWEVER, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Wholly Controlled Subsidiary ceasing to be a Wholly Controlled Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a Wholly Controlled Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) if the Company or a Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes or such Guarantor's Guaranty; (3) the Notes and the Exchange Notes (other than any Additional Notes) and the Guaranties; (4) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1), (2) or (3) of this Section 4....

Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for: (a) Indebtedness in respect of the Obligations; (b) Indebtedness representing deferred compensation to directors, officers and employees of Holdings or any Subsidiary thereof incurred in the ordinary course of business; (c) unsecured Indebtedness incurred in the ordinary course of business of such Credit Party and its Subsidiaries and consistent with past practice in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with the Accounting Principles have been established on the books of such Credit Party, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct or improve any fixed or capital assets of any Credit Party and its Subsidiaries (provided, that such Indebtedness is incurred within ninety (90) days of the acquisition or completion of construction or improvement of such property) and (ii) Capitalized Lease liabilities and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at any time exceed $5,000,000;