Outstanding Indebtedness; Liens. Payments of principal and other payments due under the Sub Notes will, upon issuance at the Closing, rank senior to all other Indebtedness of the Company or any of the Subsidiaries (other than the Indebtedness under the Senior Notes and the FNBW Indebtedness) and, by virtue of their secured position, and to the extent of the Collateral, to all trade account payables of the Company, and the obligations of the Subsidiaries under the Guaranty will, upon issuance of the Sub Notes at the Closing, rank senior to all other Indebtedness of the Subsidiaries other than the Senior Notes and, by virtue of the secured position of the Guaranty and to the extent of the Collateral, to all trade account payables of any of the Subsidiaries. Except as set forth on Schedule 3(z), (i) neither the Company nor any of the Subsidiaries has any, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents will not have any, outstanding Indebtedness other than (A) pursuant to the Senior Notes, the Securities Purchase Documents and the Transaction Documents, (B) the FNBW Indebtedness and (C) the Xxxxxxxxxx Indebtedness, (ii) there are no, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents there will not be any, Liens on any of the assets of the Company or the Subsidiaries, other than (X) pursuant to the Security Documents and (Y) the FNBW Security Interest, and (iii) there are no, and upon consummation of the transactions contemplated hereby and by the Senior Notes, the Securities Purchase Documents and the Transaction Documents there will not be any, financing statements securing obligations of any amounts filed against the Company or any of the Subsidiaries or any of their respective assets, other than under the Security Documents. As used in this Agreement, “FNBW Note” means that certain promissory note, dated July 11, 2008, in the outstanding principal amount of $150,000 (as in effect as of the date hereof, without any increase in the principal thereof or the interest rate thereon, and without any waiver, amendment, supplement, restatement or modification thereof, other than to the extend the term thereof) issued by North Texas to the First National Bank of Xxxxxxxxxxx (“FNBW”); “FNBW Indebtedness” means the obligation evidenced by the FNBW Note; “FNBW Security Interest” means the security interest granted by North Texas in certain of its vehicles, as specified on Schedule 3(z), in favor of ...
Outstanding Indebtedness; Liens. (a) Schedule 3.16(a) sets forth and identifies in reasonable detail all individual items of outstanding short-term and long-term Indebtedness of the Company and PRSI in excess of $25,000 incurred or otherwise not listed on the most recent financial statement received by the Purchasers, including all notes issued by the Company or PRSI to finance the acquisition of real or personal property, prior to and after giving effect to the transactions contemplated by this Agreement.
Outstanding Indebtedness; Liens. Except as set forth on Schedule 3(x), (i) neither the Company nor any of its Subsidiaries has, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents will not have, any outstanding Indebtedness other than Permitted Indebtedness, (ii) there are no, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents there will not be any, Liens on any of the assets of the Company and its Subsidiaries other than the Permitted Liens, and (iii) there are no, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents there will not be any, financing statements securing obligations of any amounts owed by the Company or any of its Subsidiaries filed against the Company or any of its Subsidiaries or any of their respective assets, other than those relating to Permitted Liens.
Outstanding Indebtedness; Liens. Payments of principal and other payments due under the Notes will, upon issuance at the Closing, rank senior to all other Indebtedness of the Company or any of its Subsidiaries (in right of payment, whether with respect of payment of redemptions, interest or damages or upon liquidation or dissolution or otherwise). Except as set forth on Schedule 3(y), (i) neither the Company nor any of its Subsidiaries has any, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents will not have any, outstanding Indebtedness other than the Indebtedness permitted under Section 5(g), (ii) there are no, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents there will not be any, Liens on any of the assets of the Company and its Subsidiaries other than the Liens permitted under Section 5(i), and (iii) there are no, and upon consummation of the transactions contemplated hereby and by the other Transaction Documents there will not be any, financing statements securing obligations of any amounts filed against the Company or any of its Subsidiaries or any of their respective assets, other than under the Security Agreement.
Outstanding Indebtedness; Liens. Payments of principal and other payments due under any loans made pursuant to the Transaction Documents will rank senior to all other indebtedness of the Company and its Subsidiaries other than,to the extent of the specific security interest grant in Parent property (specifically not including the equity interests of HRS), payments of principal due from Parent under those certain factoring documents set forth in Schedule 3(bb)(the “Facility”). Except as set forth on Schedule 3(bb), (a) neither the Company nor any of its Subsidiaries has any outstanding Indebtedness or trade accounts payable, (b) there are no Liens on any of the respective assets of the Company or any of its Subsidiaries, and (c) there are no financing statements securing obligations of any amounts filed against the Company or any of its Subsidiaries or any respective xxxxxx.Xx of June 30, 2015, the aggregate amount of the outstanding Indebtedness and trade accounts payable of the Company or any of its Subsidiaries shall not exceed the aggregate amount of Indebtedness and trade accounts payable set forth on Schedule 3(bb) by more than $50,000.
Outstanding Indebtedness; Liens. Payments of principal and other payments due under the Notes will, upon issuance in connection with the Closing, rank senior to all other Indebtedness (as defined in the Notes) of the Company and its Subsidiaries other than (X) payments of (i) principal due under that certain Loan Agreement dated September 10, 2004 by and between BNP Paribas and ES Holdings SAS, which agreement has not been amended, supplemented or otherwise modified since such date except as previously filed as an exhibit to an SEC Document (the “BNP Facility”) and (ii) the two Subsequent Payments (as defined in the Eurosilicone Agreement) due under the Eurosilicone Agreement; provided, however that the aggregate amount of all such principal payments shall not exceed €16,400,000, and (Y) trade accounts payable of the Company and its Subsidiaries. As used in this Agreement, the “Eurosilicone Agreement” means that certain Agreement for the Sale and Purchase of the Shares of Laboratoires Eurosilicone SA, dated May 17, 2004, by and among the Company and the sellers named therein, which agreement has not been amended, supplemented or otherwise modified since such date. Except as set forth on Schedule 3(bb), (a) neither the Company nor any of its Subsidiaries has any outstanding Indebtedness or trade accounts payable, (b) there are no Liens on any of the respective assets of the Company or any of its Subsidiaries, and (c) there are no financing statements securing obligations of any amounts filed against the Company or any of its Subsidiaries or any respective assets. As of March 31, 2006, the aggregate amount of the outstanding Indebtedness and trade accounts payable of the Company or any of its Subsidiaries shall not exceed the aggregate amount of Indebtedness and trade accounts payable set forth on Schedule 3(bb) by more than $500,000.
Outstanding Indebtedness; Liens. Payments of principal and other payments due under the outstanding Bridge Notes will rank senior to all Indebtedness of the Company (other than the obligations evidenced by the Diversity Note, which will rank senior to the Bridge Notes, and the obligations evidenced by the Existing Senior Notes issued to Marquis, which will rank pari passu with the Bridge Notes) and, by virtue of their secured position and to the extent of the Collateral (as defined in the Bridge Security Agreement), to all trade account payables of the Company, and the obligations of the Subsidiaries under the Bridge Guaranty will at all times rank senior to all other Indebtedness of the Subsidiaries (other than the obligations of the Subsidiaries under the Subsidiary Guaranty (as defined in the Existing Purchase Agreement) with respect to Indebtedness under the Existing Senior Notes issued to Marquis, which will rank pari passu with the obligations of the Subsidiaries under the Bridge Guaranty) and, by virtue of the secured position of the Bridge Guarantees and to the extent of the Collateral, to all trade account payables of any of the Subsidiaries. Except as set forth on Schedule 4(v), neither the Company nor any of the Subsidiaries has any, and upon consummation of the transactions contemplated hereby and by
Outstanding Indebtedness; Liens. Payments of principal and other payments due under the Notes will, upon issuance in connection with the Closing, rank senior to all other Indebtedness (as defined in the Notes) and trade account payables of the Company or any of its Subsidiaries, except for secured debt and existing senior debt, as more specifically delineated in the Subordination Agreement. Except as set forth on SCHEDULE 3(BB), (I) neither the Company nor any of its Subsidiaries has any outstanding Indebtedness or trade payables and (II) there are no Liens on any of the assets of the Company and its Subsidiaries, or financing statements securing obligations of any amounts, either individually or in the aggregate, filed in connection with, the Company or any of its Subsidiaries or any of their respective assets.
Outstanding Indebtedness; Liens. 27 aa. Ranking of RCGI Notes...........................................27 bb.
Outstanding Indebtedness; Liens. 5.19.1. Schedule 5.19 sets forth a complete and correct list of all outstanding Indebtedness of the Credit Parties as of the Closing Date. No Credit Party is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such Indebtedness and no event or condition exists with respect to any such Indebtedness 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.
