No Indebtedness or Liens Sample Clauses

No Indebtedness or Liens. At or prior to the Closing, the Seller shall cause, or shall have caused, the Company to satisfy all outstanding Indebtedness, except as disclosed on Schedule 6.1. At or prior to the Closing, the Seller shall cause, or shall have caused, the Company to terminate all Liens on or against any assets or equity interests of the Company, other than the Permitted Liens or Liens to be released as a result of the Closing Indebtedness Payments.
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No Indebtedness or Liens. Neither Devco nor any of its Affiliates that holds any direct or indirect interests in DVSL has outstanding Liabilities affecting DVSL Interest other than as and to the extent specified in (i) an Investment Package or (ii) as separately provided in writing to Spring Lane and in any event reasonably acceptable to Spring Lane, and no DVSL Interest is subject to any Lien other than a Permitted Lien.
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No Indebtedness or Liens. At or prior to the Closing, the Shareholders shall cause, or shall have caused, the Companies to satisfy all outstanding Indebtedness, except as disclosed on Schedule 6.1 and included in the Final Adjustment Statement. At or prior to the Closing, the Shareholders shall cause, or shall have caused, the Companies to terminate all Liens on or against any assets or equity interests of the Companies, other than the Permitted Liens or Liens to be released as a result of the Closing Indebtedness Payments.
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No Indebtedness or Liens. Notwithstanding anything herein or in the Xxxxxxx Credit Agreement or HB Service Agreement to the contrary, until the satisfaction of the covenant set forth in Section 4.3, following the consummation of the Choice Acquisition, neither Choice no any of its Subsidiaries shall (a) directly or indirectly, issue, assume, create, incur or suffer to exist any Indebtedness in excess of $2,500,000, representing certain acquisition debt and equipment loans existing as of the date hereof, or (b) create, assume or suffer to exist, any Lien in or on any of its property, real or personal, whether now owned or hereafter acquired, other than Liens existing as of the date hereof securing the Indebtedness permitted under clause (a) hereof; provided that any Liens of record in favor of Comerica Bank that secured the Indebtedness of Choice to Comerica being terminated in connection with the Choice Acquisition may remain of record for a period of 45 days (or 3 days with respect to Liens that may be terminated by filing of a UCC-3 termination statements in the jurisdiction of incorporation or organization of the applicable Person) following the consummation of the Choice Acquisition so long as such Liens do not secure any Indebtedness and Choice has been granted the authority by Comerica to terminate such Liens following the termination of such Indebtedness.
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No Indebtedness or Liens. From the date hereof until the Debentures are issued and outstanding, unless the Purchasers with at least 51% of the Subscription Amounts hereunder shall have otherwise given prior written consent, the Company and the Target shall not, and shall not permit any of the Subsidiaries or Target Subsidiaries to, directly or indirectly:
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No Indebtedness or Liens. At or prior to the Closing, the Company shall satisfy all outstanding Indebtedness (including by means of the Closing Indebtedness Payments and the Closing Payments). At or prior to the Closing, the Company shall terminate all Liens on or against any assets or equity interests of the Company other than the Permitted Liens or Liens to be released as a result of the Closing Indebtedness Payments and the Closing Payments.
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No Indebtedness or Liens. At the Closing, the Company shall have been released of any Indebtedness for Money Borrowed and there shall be no Liens (other than Permitted Liens) which shall continue to attach to the Company's assets. Without limiting the generality of the foregoing, the Company shall be released and discharged from all Liability pursuant or with respect to (i) that certain Third Amended and Restated Credit Agreement, dated as of March 21, 2002, as amended, among CII, Seller, the Company and other Affiliates of Seller, on the one hand, and the Lenders named therein, on the other hand, and the Company's assets shall have been released from any Liens securing such credit facility, (ii) that certain Indenture, dated as of September 20, 1996, as amended and supplemented, between CII (formerly Commonwealth Aluminum Corporation), each of the Subsidiary Guarantors named therein (including the Company) and Harris Trust and Savings Bank, and the Company's assets shalx xxxx been released from any Liens securing its obligations thereunder, (iii) that certain Receivables Purchase Agreement, dated as of September 29, 1997, as amended, among Commonwealth Financing Corp., CII, Market Street Funding Corporation and PNC Bank, National Association, and the Company's assets shall have been released from any Liens granted thereunder and (iv) that certain Purchase and Sale Agreement, dated as of September 29, 1997, among the Originators named therein (including the Company), Commonwealth Funding Corp. and CII, and the Company's assets shall have been released from any Liens granted thereunder.
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No Indebtedness or Liens. Other than Permitted Indebtedness, The Company shall not enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including, but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom. Other than Permitted Liens, The Company shall not enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom.
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No Indebtedness or Liens. Except as would not cause the Standstill Period to not be in effect, No Controlled Group Member shall have any Indebtedness or Liens on the Closing Date other than pursuant to the Credit Documents or as otherwise expressly permitted hereunder pursuant to Sections 6.1, 6.2, and as contemplated by Schedule 5.14, as applicable.
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Related to No Indebtedness or Liens

  • No Indebtedness Any indebtedness for borrowed money incurred, assumed or guaranteed by Company;

  • Indebtedness; Liens The Borrower shall not create, incur, assume or suffer to exist any Indebtedness other than the Obligations. The Borrower shall not create, incur or permit to exist any Lien in or on any of the Collateral subject to the Lien granted by the Borrower pursuant to this Agreement, other than Permitted Liens.

  • Indebtedness and Liens (a) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (b) except as allowed as a Permitted Lien, sell, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower's assets, or (c) sell with recourse any of Borrower's accounts, except to Lender.

  • 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.

  • Indebtedness Payments (i) Prepay, redeem, purchase, defease or otherwise satisfy in any manner prior to the scheduled repayment thereof any Indebtedness for borrowed money (other than amounts due under this Agreement or due any Lender) or lease obligations, (ii) amend, modify or otherwise change the terms of any Indebtedness for borrowed money or lease obligations so as to accelerate the scheduled repayment thereof or (iii) repay any notes to officers, directors or shareholders.

  • Company Indebtedness The Company shall, and shall cause its Subsidiaries to, timely deliver all notices and take all other administrative actions required to facilitate (i) the termination of commitments, repayment in full of all outstanding loans or other obligations, release of any Liens securing such loans or obligations and guarantees in connection therewith, and replacement of or cash collateralization of any issued letters of credit in respect of the Credit Facility on or before the Closing Date and (ii) to the extent reasonably requested in writing by Parent, no later than ten (10) Business Days prior to the Closing Date with respect to any Indebtedness (other than Indebtedness in respect of the Credit Facility) incurred by the Company or any of its Subsidiaries after the date hereof in compliance with Section 6.1(b)(xi) (it being understood that the Company shall promptly and in any event no later than fifteen (15) Business Days prior to the Closing Date notify Parent in writing of the amount of any such Indebtedness incurred or to be incurred and expected to be outstanding on the Closing Date), repayment in full of all obligations in respect of such Indebtedness and release of any Liens securing such Indebtedness and guarantees in connection therewith, in each case, on the Closing Date. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use reasonable best efforts to deliver to Parent no later than one (1) Business Day prior to the Closing Date payoff letters with respect to the Company Credit Facility and, to the extent reasonably requested by Parent in writing no later than ten (10) Business Days prior to the Closing Date, any Indebtedness incurred by any of the Company and its Subsidiaries after the date hereof in compliance with Section 6.1(b)(xi) (each, a “Payoff Letter”) in form and substance customary for transactions of this type, from the persons, or the applicable agent on behalf of the persons, to which such Indebtedness is owed, which Payoff Letters together with any related release documentation shall, among other things, include the payoff amount and provide for Liens (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of the Company and its Subsidiaries securing such Indebtedness and any other obligations secured thereby, upon the payment of the amount set forth in the applicable Payoff Letter on or prior to the Closing Date, to be released and terminated. Upon at least ten (10) days’ prior written notice from the Company that the Company has determined, after reasonable consultation with Parent, that it will not at the time of the Real Estate Purchase (and without giving effect to the payment of the Real Estate Purchase Price or any other payment under this Agreement) have sufficient unencumbered and available cash, net of “cage cash”, cash on hand required by any Governmental Entity, the reasonably estimated additional amount of cash necessary to ensure the sound operation of the Company’s business consistent with past practice, and any other restricted cash, to pay in full the outstanding Indebtedness in respect of the Credit Facility, then to the extent of such shortfall Parent will extend an unsecured loan to the Company on the day of the Closing so that, together with such net unencumbered and available cash, the proceeds of such loan are sufficient to pay in full the outstanding Indebtedness in respect of the Credit Facility as may be necessary to release all Liens and obligations in respect thereof at the time of, or immediately prior to, the Real Estate Purchase, and the terms of such loan shall be reasonable for the circumstance as negotiated in good faith by Parent and the Company.

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

  • Priority Indebtedness The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than:

  • Subordination of Intercompany Indebtedness Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

  • Existing Indebtedness; Future Liens (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of the dates specified in such Schedule (and specifying, as to each such Indebtedness, the collateral, if any, securing such Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

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