payments and Indebtedness Sample Clauses

payments and Indebtedness. Disqualified Stock and Preferred Stock (andcancellations of any thereof) of the Borrower and its Restricted Subsidiaries to any future,present or former employee, director, manager or consultant (or their respective estates,Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any of itsSubsidiaries or any of its direct or indirect parent companies or any other entity in which theBorrower or a Restricted Subsidiary has an Investment and that is designated in good faith as an“affiliate” by the Board of Directors of the Borrower (or the compensation committee thereof),in each case pursuant to any stockholders’ agreement, management equity plan or stock optionplan or any other management or employee benefit, plan or agreement; and (B) any employmentagreements, stock option plans and other compensatory arrangements and any supplementalexecutive retirement benefit plans or arrangements) with any such employees, directors,managers or consultants (or their respective estates, Controlled Investment Affiliates orImmediate Family Members) that are, in each case, approved by the Borrower in good faith;(vii) any agreement, instrument or arrangement as in effect as of the Closing Dateand set forth on Schedule 6.05, or any amendment thereto (so long as any such amendment isnot disadvantageous to the Lenders when taken as a whole in any material respect as comparedto the applicable agreement as in effect on the Closing Date as reasonably determined in goodfaith by the Borrower);(viii) [Reservedreserved];(ix) [Reservedreserved];(x) transactions with customers, clients, suppliers, or purchasers or sellers of goodsor services, in each case in the ordinary course of business and otherwise in compliance with theterms of this Agreement that are fair to the Borrower and the Restricted Subsidiaries, in thereasonable determination of the Board of Directors or the senior management of the Borrower,-104-
Sample 1
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payments and Indebtedness. Housing charges are due and payable during Fee Payment, typically the first three days of each semester. Students with Financial Aid are required to pay all housing charges for the semester before a refund will be issued. Any account that becomes more than thirty (30) days past due may be submitted to a collection agency.
Sample 1
payments and Indebtedness. Borrower shall provide Lender with four business days’ advance written notice prior to (i) making any payment, or incurring any obligation to make any payment in the ordinary course of business in excess of US$250,000 or (ii) incurring any indebtedness other than: (a) trade debt incurred in the ordinary course of business, (b) purchase money obligations in the ordinary course of business up to US$5,000, or (c) taxes and assessments not delinquent or actively being contested in good faith by Borrower and for which Borrower has adequate reserves.
Sample 1
payments and Indebtedness. Disqualified Stock and Preferred Stock (and cancellation of any thereof) of the Issuer and its Restricted Subsidiaries to any current or former employee, director, manager or consultant (or their respective trusts, estates, investment funds or investment vehicles) of the Issuer, any of its subsidiaries or any of its direct or indirect parent companies pursuant to (i) any management equity plan or stock option plan or any other management or employee benefit, plan or agreement; and (ii) any employment agreements, stock option plans and other compensatory arrangements and any supplemental executive retirement benefit plans or arrangements with any such employees, directors, managers or consultants (or their respective trusts, estates, investment funds or investment vehicles) that are, in each case, approved by the Issuer in good faith;
Sample 1

Related to payments and Indebtedness

  • Payments of Indebtedness Such Obligor will not, and will not permit any of its Subsidiaries to, make any payments in respect of any Indebtedness other than (i) payments of the Obligations, (ii) scheduled payments of other Indebtedness and (iii) repayment of intercompany Indebtedness permitted in reliance upon Section 9.01(f).

  • Investments; Indebtedness UDS shall not, and shall not permit any of its Subsidiaries to, (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) loans or investments by UDS or a wholly owned Subsidiary of UDS to or in UDS or any wholly owned Subsidiary of UDS, (y) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to UDS and its Subsidiaries taken as a whole (provided that none of such transactions referred to in this clause (y) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger under Regulatory Law) or (ii) except in the ordinary course consistent with past practice under UDS's existing authorized commercial paper program, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of UDS or any of its Subsidiaries, guarantee any debt securities of another person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing (collectively, "UDS Indebtedness").

  • Non-Payments of Other Indebtedness Any Consolidated Company shall fail to make when due (whether at stated maturity, by acceleration, on demand or otherwise, and after giving effect to any applicable grace period) any payment of principal of or interest on any Indebtedness (other than the Obligations) exceeding $5,000,000 in the aggregate;

  • 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.

  • Prepayments of Other Indebtedness Modifications of Organizational Documents, Acquisition and Certain Other Documents, etc 101 Section 6.12. Limitation on Certain Restrictions on Subsidiaries 103 Section 6.13. No Further Negative Pledge 104 Section 6.14. Business 104 Section 6.15. Amendments to Organizational Documents 104 Section 6.16. Limitation on Accounting Changes 104 Section 6.17. Fiscal Periods 104 Page ARTICLE VII GUARANTEE 105 Section 7.01. The Guarantee 105 Section 7.02. Obligations Unconditional 105 Section 7.03. Reinstatement 106 Section 7.04. Subrogation; Subordination 106 Section 7.05. Remedies 107 Section 7.06. Instrument for the Payment of Money 107 Section 7.07. Continuing Guarantee 107 Section 7.08. General Limitation on Guarantee Obligations 107 Section 7.09. Release of Guarantors 107 Section 7.10. Right of Contribution 108 ARTICLE VIII EVENTS OF DEFAULT 108 Section 8.01. Events of Default 108 Section 8.02. [RESERVED] 111 Section 8.03. Borrower’s Right to Cure 111 ARTICLE IX THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT 112 Section 9.01. Appointment 112 Section 9.02. Agent in Its Individual Capacity 113 Section 9.03. Exculpatory Provisions 113 Section 9.04. Reliance by Agent 114 Section 9.05. Delegation of Duties 114 Section 9.06. Successor Agent 115 Section 9.07. Indemnification 116 Section 9.08. Withholding Taxes 117 Section 9.09. [RESERVED] 117 Section 9.10. Lenders’ Representations, Warranties and Acknowledgment 117 Section 9.11. Collateral Documents and Guaranty. 118 Section 9.12. Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim 120 Section 9.13. No Other Duties Etc 120 ARTICLE X MISCELLANEOUS 121 Section 10.01. Notices. 121 Section 10.02. Waivers; Amendment 122 Section 10.03. Expenses; Indemnity; Damage Waiver 126 Section 10.04. Successors and Assigns 128 Section 10.05. Survival of Agreement 137 Section 10.06. Counterparts; Integration; Effectiveness 137 Section 10.07. Severability 137 Section 10.08. Right of Setoff 137 Section 10.09. Governing Law; Jurisdiction; Consent to Service of Process 138 Section 10.10. Waiver of Jury Trial 139 Section 10.11. Headings 139 Section 10.12. Confidentiality 139 Section 10.13. Interest Rate Limitation 140 Section 10.14. Assignment Agreement 140 Page Section 10.15. Obligations Absolute 141 Section 10.16. Waiver of Defenses; Absence of Fiduciary Duties 141 Section 10.17. USA Patriot Act 142 Section 10.18. [RESERVED] 142 Section 10.19. Concerning the ABL Facility 142 ANNEXES Annex I Initial Lenders and Commitments Annex II Initial Lender Addresses SCHEDULES Schedule 1.01(a) Material Indebtedness Schedule 3.05(b) Owned and Leased Property Schedule 3.06 Intellectual Property Matters Schedule 3.07(a) Subsidiaries Schedule 3.16 Environmental Matters Schedule 5.11(d) Real Property Collateral Matters Schedule 5.14 Post-Closing Items Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments EXHIBITS Exhibit A Form of Assignment Agreement Exhibit B Form of Funding Notice Exhibit C Form of Compliance Certificate Exhibit D Form of Intercompany Note Exhibit E Form of Conversion/Continuation Notice Exhibit F United States Tax Compliance Certificate Exhibit G Form of Note Exhibit H Form of Security Agreement Exhibit J Form of Solvency Certificate Exhibit K Form of Guarantee Joinder Agreement Exhibit L Form of ABL Intercreditor Agreement [Exhibits H and L have been omitted as these have been separately filed as exhibits to the Form S-1]. CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of May 16, 2012 by and among Five Below, Inc., a Pennsylvania corporation (the “Borrower”), the Guarantors party hereto from time to time, the Lenders, and Xxxxxxx Xxxxx Bank USA (“Xxxxxxx Sachs”), Barclays Bank PLC and Jefferies Finance LLC, as Lead Arrangers and as Lead Bookrunners, Xxxxxxx Sachs as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”), Credit Suisse AG, Cayman Islands Branch, Deutsche Bank Trust Company Americas, UBS Securities LLC and Xxxxx Fargo Bank, National Association, as Arrangers (in such capacity and together with the Lead Arrangers, the “Arrangers”) and Bookrunners (in such capacity and together with the Lead Bookrunners, the “Bookrunners”), Barclays Bank PLC, as Syndication Agent (in such capacity, the “Syndication Agent”), and Jefferies Finance LLC, as Documentation Agent (in such capacity, the “Documentation Agent”).

  • Permitted Indebtedness Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; and (vii)

  • Restricted Payments; Certain Payments of Indebtedness (a) The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except:

  • 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.

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