Common use of Permitted Debt Clause in Contracts

Permitted Debt. Create, incur, assume, guarantee or suffer to exist any Debt, except: (i) the Obligations; (ii) Subordinated Debt that is subject at all times to subordination pursuant to the provisions of a Subordination Agreement; (iii) Permitted Fixed Asset Debt; (iv) Debt for Money Borrowed set forth on Schedule 10.2.3; (v) Permitted Contingent Obligations; (vi) unsecured Debt (including earn-out and non-compete payments) to sellers under Permitted Acquisitions; (vii) Debt from any Obligor to any other Obligor (other than ▇▇▇▇▇▇▇ Sealing and ▇▇▇▇▇▇▇▇) in connection with the ordinary course operation of the Obligors’ cash management system; (viii) Debt from any Excess Collateral Provider to any other Excess Collateral Provider (provided that such Debt is subordinated to the Obligations pursuant to the terms of the Intercompany Subordination Agreement); (ix) Permitted Excess Collateral Provider Loans; (x) Debt under the Convertible Debentures in a maximum principal amount of up to $172,500,000; (xi) unsecured Debt that is not included in any of the preceding paragraphs of this Section 10.2.3; (xii) Debt owing solely by Foreign Subsidiaries, including, without limitation, Permitted Foreign Subsidiary Investments; and (xiii) Refinancing Debt so long as each of the Refinancing Conditions is met with respect thereto. None of the provisions of this Section 10.2.3 that authorize any Obligor to incur any Debt shall be deemed to override, modify or waive any of the provisions of Section 10.3, which shall constitute an independent and separate covenant and obligation of each Obligor.

Permitted Debt. Create, incur, assume, guarantee or suffer to exist any Debt, except: (i) the Obligations; (ii) Subordinated Debt that is subject at all times to subordination pursuant to the provisions of a Subordination Agreement; (iii) Permitted Fixed Asset Debt; (iv) Debt for Money Borrowed set forth on Schedule 10.2.3; (v) Permitted Contingent Obligations; (vi) unsecured Debt (including earn-out and non-compete payments) to sellers under Permitted Acquisitions; (vii) Debt from any Obligor to any other Obligor (other than ▇G▇▇▇▇▇▇ Sealing and ▇G▇▇▇▇▇▇▇) in connection with the ordinary course operation of the Obligors’ cash management system; (viii) Debt from any Excess Collateral Provider to any other Excess Collateral Provider (provided that such Debt is subordinated to the Obligations pursuant to the terms of the Intercompany Subordination Agreement); (ix) Permitted Excess Collateral Provider Loans; (x) Debt under the Convertible Debentures in a maximum principal amount of up to $172,500,000; (xi) unsecured Debt that is not included in any of the preceding paragraphs of this Section 10.2.3; (xii) Debt owing solely by Foreign Subsidiaries, including, without limitation, Permitted Foreign Subsidiary Investments; and (xiii) Refinancing Debt so long as each of the Refinancing Conditions is met with respect thereto. None of the provisions of this Section 10.2.3 that authorize any Obligor to incur any Debt shall be deemed to override, modify or waive any of the provisions of Section 10.3, which shall constitute an independent and separate covenant and obligation of each Obligor.

Permitted Debt. CreateThe Company will not, incurnor will it permit any Subsidiary to, assumecreate, guarantee assume or suffer to exist incur any Debt, except:except as follows (the amounts set forth below are in the aggregate for the Company and all Subsidiaries). (a) Debt owing by the Company to any other Obligor that is subordinated to the payment of the Obligations and the Senior Subordinated Notes; (b) Debt to the Agent, the Collateral Agent and the Senior Lenders under the Senior Debt Agreement, to the Purchasers under this Agreement and to Wachovia under any document or agreement pertaining to any Letter of Credit; (c) Debt to Persons other than that described in the foregoing clause(b) existing on the date of this Agreement and described in Schedule 7.12; (d) [Reserved]; (e) Debt consisting of accrued pension fund and other employee benefit plan obligations and liabilities; (f) Debt consisting of deferred taxes; (g) Debt resulting from endorsements of negotiable instruments received in the ordinary course of business; (h) Debt secured by Purchase Money Liens permitted hereby Section 7.10(f); (i) the Obligationscontingent obligations with respect to documentary letters of credit which have been issued but not drawn upon; (iij) Subordinated Debt that is subject at all times to subordination pursuant to as a result of Interest Rate Protection Agreements as the provisions of a Subordination Agreementsame are permitted under Section 7.09; (iii) Permitted Fixed Asset Debt; (ivk) Debt for Money Borrowed set forth on Schedule 10.2.3; (v) Permitted Contingent Obligations; (vi) unsecured Debt (including earn-arising out and non-compete payments) to sellers under Permitted Acquisitions; (vii) Debt from any Obligor to any other Obligor (other than ▇▇▇▇▇▇▇ Sealing and ▇▇▇▇▇▇▇▇) in connection with the ordinary course operation of the Obligors’ cash management system; (viii) refinancing, extension, renewal or refunding of any Debt from any Excess Collateral Provider to any other Excess Collateral Provider (provided that such Debt is subordinated to the Obligations pursuant to the terms of the Intercompany Subordination Agreement); (ix) Permitted Excess Collateral Provider Loans; (x) Debt under the Convertible Debentures in a maximum principal amount of up to $172,500,000; (xi) unsecured Debt that is not included in permitted by any of the preceding foregoing paragraphs of this Section 10.2.3; so long as (xiii) the maturity of such refinanced Debt owing solely by Foreign Subsidiariesis not earlier than the maturity of such original Debt, includingand (ii) the interest, without limitationfees and other amounts payable with respect to such refinanced Debt are no greater than any interest, Permitted Foreign Subsidiary Investmentsfees or other amounts payable with respect to the original Debt); and (xiiil) Refinancing Debt so long as each arising in connection with factoring arrangements with The CIT Group/Commercial Services, Inc. described in Section 4.02(l), to be paid off and released pursuant to the payoff letter described therein; provided, however, that immediately after giving effect to the creation, assumption, existence or incurrence of the Refinancing Conditions is met with respect thereto. None of the provisions of any Debt permitted by this Section 10.2.3 that authorize any Obligor to incur any Debt 7.12, no Default or Event of Default shall have occurred and be deemed to override, modify or waive any of the provisions of Section 10.3, which shall constitute an independent and separate covenant and obligation of each Obligorcontinuing.

Permitted Debt. Create, incur, assume, guarantee or suffer to exist any Debt, except: (ia) the Obligations; (iib) Subordinated Debt of any Borrower that is subject at either EMAK or a wholly-owned Domestic Subsidiary of EMAK to any other Borrower that is either EMAK or a wholly-owned Domestic Subsidiary of EMAK; provided that (a) all times such intercompany Debt shall be evidenced by promissory notes that are pledged to subordination Agent pursuant to the provisions terms of a Subordination Agreement; the applicable Security Document, (iiib) Permitted Fixed Asset Debt; (iv) all such intercompany Debt for Money Borrowed set forth on Schedule 10.2.3; (v) Permitted Contingent Obligations; (vi) unsecured Debt (including earn-out and non-compete payments) to sellers under Permitted Acquisitions; (vii) Debt from owed by any Obligor such Borrower to any such other Obligor (other than ▇▇▇▇▇▇▇ Sealing and ▇▇▇▇▇▇▇▇) Borrower shall be subordinated in connection with right of payment to the ordinary course operation payment in full of the Obligors’ cash management system; (viii) Debt from any Excess Collateral Provider to any other Excess Collateral Provider (provided that such Debt is subordinated to the Obligations pursuant to the terms of the Intercompany Subordination Agreement)applicable promissory notes or an intercompany subordination agreement, and (c) any payment by any such Borrower under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any intercompany Debt owed by such Borrower to any such other Borrower for whose benefit such payment is made; (ixc) Permitted Excess Collateral Provider Purchase Money Debt; (d) Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and listed on Schedule 10.2.1 and not satisfied with proceeds of the initial Loans; (xe) Debt under the Convertible Debentures in a maximum principal amount of up to $172,500,000Bank Product Debt; (xif) unsecured Debt of Foreign Subsidiaries to banks for working capital purposes not exceeding 5,000,000 in the aggregate at any time outstanding; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; and (i) Debt that is not included in any of the preceding paragraphs clauses of this Section 10.2.3; (xii) Debt owing solely Section, is not secured by Foreign Subsidiaries, including, without limitation, Permitted Foreign Subsidiary Investments; and (xiii) Refinancing Debt so long as each of a Lien and does not exceed $1,000,000 in the Refinancing Conditions is met with respect thereto. None of the provisions of this Section 10.2.3 that authorize aggregate at any Obligor to incur any Debt shall be deemed to override, modify or waive any of the provisions of Section 10.3, which shall constitute an independent and separate covenant and obligation of each Obligortime.

Permitted Debt. Create, incur, assume, guarantee or suffer to exist any DebtDebt for Money Borrowed, except: (i) the Obligations; (ii) the Existing Subordinated Debt that is Notes and (subject at all times to subordination pursuant to compliance with Section 10.5.4) the provisions of a Subordination AgreementZero Coupon Notes; (iii) Permitted Fixed Asset Debtthe New Notes; (iv) Debt for Money Borrowed set forth on Schedule 10.2.3owed by PLC to any Subsidiary of PLC, or by any Subsidiary of PLC to PLC or any Subsidiary of PLC, in each case not constituting a Restricted Investment; (v) Debt for Money Borrowed issued or incurred in connection with Permitted Contingent ObligationsAcquisitions and referred to in clause (g) of such definition; (vi) unsecured Debt for Money Borrowed of PLC, the Borrowers and their Subsidiaries (including earn-out other than Debt for Money Borrowed set forth in clauses (i) through (iii) above and non-compete payments) other than Subordinated Debt permitted herein), but only to sellers under Permitted Acquisitionsthe extent that such Debt for Money Borrowed is outstanding on the date of this Agreement and is not to be satisfied on or about the Closing Date from the proceeds of the initial Loans; (vii) Debt from any Obligor to any other Obligor (other than ▇▇▇▇▇▇▇ Sealing and ▇▇▇▇▇▇▇▇) in connection with the ordinary course operation of the Obligors’ cash management system; (viii) Debt from any Excess Collateral Provider to any other Excess Collateral Provider (provided that such Debt is subordinated to the Obligations pursuant to the terms of the Intercompany Subordination Agreement); (ix) Permitted Excess Collateral Provider Loans; (x) Debt under the Convertible Debentures in a maximum principal amount of up to $172,500,000; (xi) unsecured Debt for Money Borrowed that is not included in any of the preceding paragraphs of this Section 10.2.39.2.3, including Purchase Money Debt incurred after the date hereof to the extent that it is Permitted Purchase Money Debt, Permitted Contingent Obligations and Debt for Money Borrowed that is not secured by a Lien (unless such Lien is a Permitted Lien) and, provided that all Debt for Money Borrowed under this clause (vii) does not exceed at any time, in the aggregate, the sum of $25,000,000 as to Borrowers, PLC and all of their Subsidiaries; (xiiviii) without duplication of any other clauses of this Section 9.2.3, guaranties of Debt owing solely by Foreign Subsidiariesfor Money Borrowed of Borrowers, including, without limitation, Permitted Foreign Subsidiary Investments; andPLC or any of PLC's other Subsidiaries that such Person is permitted to incur pursuant to any other clause of this Section 9.2.3; (xiiiix) Refinancing Debt so long as each of the Refinancing Conditions is met with met; and (x) Debt in respect thereto. None of delinquent Taxes to the provisions of this extent such Taxes are permitted to be delinquent pursuant to Section 10.2.3 that authorize any Obligor to incur any Debt shall be deemed to override, modify or waive any of the provisions of Section 10.3, which shall constitute an independent and separate covenant and obligation of each Obligor9.1.6 hereof.

Permitted Debt. Create, incur, assume, guarantee or suffer to exist any Debt, except: (i) the Obligations; (ii) Subordinated Debt that is subject at all times to subordination pursuant to the provisions terms of a Subordination Agreement; (iii) Permitted Fixed Asset Debt; (iv) Debt for Money Borrowed set forth by Borrowers as described on Schedule 10.2.3; (v) Permitted Contingent Obligations; (vi) unsecured Debt (including earn-out and non-compete payments) to sellers under Permitted Acquisitions; (vii) Debt from any Obligor Borrower to any other Obligor (other than ▇▇▇▇▇▇▇ Sealing and ▇▇▇▇▇▇▇▇) in connection with the ordinary course operation of the Obligors’ cash management system, to the extent approved by the Court; (vii) Reserved; (viii) Debt from any Excess Collateral Provider to any other Excess Collateral Provider (provided that such Debt is subordinated to the Obligations pursuant to the terms of the Intercompany Subordination Agreement); (ix) Permitted Excess Collateral Provider Loans; (x) Debt under the Convertible Debentures in a maximum principal amount of up to $172,500,000; (xi) unsecured Debt that is not included in any of the preceding paragraphs of this Section 10.2.3; (xiiix) Debt owing solely by Foreign Subsidiaries, including, without limitation, including Permitted Foreign Subsidiary Investments; (x) Claims against a Borrower in existence on the Petition Date to the extent not incurred in violation of the Pre-Petition Loan Agreement; (xi) Debt (other than Debt for Money Borrowed) incurred in the Ordinary Course of Business of a Borrower during the Chapter 11 Cases, including Professional Expenses, so long as such Debt is not past due and payable (other than as required by the Court) and is not secured by a Lien that is not permitted pursuant to Section 10.2.5 of this Agreement; and (xiiixii) Refinancing Debt so long as each of the Refinancing Conditions is met with respect thereto. None of the provisions of this Section 10.2.3 that authorize any Obligor Borrower to incur any Debt shall be deemed to override, modify or waive any of the provisions of Section 10.3, which shall constitute an independent and separate covenant and obligation of each ObligorBorrower.

Permitted Debt. Create, incur, assume, guarantee or suffer to exist any Debt, except: (i) the Obligations; (ii) Subordinated Debt that is subject at all times to subordination pursuant to existing on the provisions of a Subordination AgreementClosing Date, including Debt evidenced by the Vendor Notes; (iii) Permitted Fixed Asset Debtaccounts payable by Borrower or a Subsidiary to trade creditors in the Ordinary Course of Business; (iv) Permitted Purchase Money Debt; (v) Debt for accrued payroll, Taxes and other operating expenses (other than for Money Borrowed) incurred in the Ordinary Course of Business of Borrower or such Subsidiary, so long as payment thereof is not past due and payable unless, in the case of Taxes only, such Taxes are being Properly Contested; (vi) Debt for Money Borrowed set forth by Borrower (other than the Obligations), but only to the extent that such Debt is outstanding on Schedule 10.2.3the date of this Agreement and is not to be satisfied on or about the Closing Date from the proceeds of the initial Revolver Loans; (vvii) Permitted Contingent Obligations; (vi) unsecured Debt (including earn-out and non-compete payments) to sellers under Permitted Acquisitions; (vii) Debt from any Obligor to any other Obligor (other than ▇▇▇▇▇▇▇ Sealing and ▇▇▇▇▇▇▇▇) in connection with the ordinary course operation of the Obligors’ cash management system; (viii) Debt from any Excess Collateral Provider to any other Excess Collateral Provider (provided that such Debt is subordinated to the Obligations pursuant to the terms of the Intercompany Subordination Agreement); (ix) Permitted Excess Collateral Provider Loans; (x) Debt under the Convertible Debentures in a maximum principal amount of up to $172,500,000; (xi) unsecured Debt that is not included in any of the preceding paragraphs clauses of this Section 10.2.39.2.3, is not secured by a Lien (unless such Lien is a Permitted Lien) and does not exceed at any time, in the aggregate, the sum of $100,000 as to Borrower and all of its Subsidiaries; (xii) Debt owing solely by Foreign Subsidiaries, including, without limitation, Permitted Foreign Subsidiary Investments; and (xiiiix) Refinancing Debt so long as each of the Refinancing Conditions is met with respect thereto. None of the provisions met; and (x) Debt owing by a Subsidiary to Borrower for loans permitted under Section 9.2.2(iii) of this Section 10.2.3 that authorize any Obligor to incur any Debt shall be deemed to override, modify or waive any of the provisions of Section 10.3, which shall constitute an independent and separate covenant and obligation of each ObligorAgreement.