Permitted Existing Contingent Obligations Sample Clauses

Permitted Existing Contingent Obligations. A. The following standby letters of credit were established with the lender:
Sample 1
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Permitted Existing Contingent Obligations. Schedule 3.2 — Transitional Letters of Credit Schedule 6.3 — Conflicts; Governmental Consents Schedule 6.7 — Litigation; Loss Contingencies Schedule 6.8 — Subsidiaries Schedule 6.18 — Environmental Matters Schedule 7.3(G) — Transactions with Shareholders and Affiliates
Sample 1
Permitted Existing Contingent Obligations. Guaranties of immaterial and de minimis obligations arising in the ordinary course of business and not related to the borrowing of money. SCHEDULE 3.2 Transitional Letters of Credit JPM Reference Number L/C Available CIF 444-104969 Amount Release Date Expiry / Maturity Date CPCS-251746 $ 137,995.00 MAR 27, 2008 MAY 15, 2012 CPCS-269032 $ 523,887.00 DEC 13, 2007 DEC 05, 2011 CPCS-269034 $ 1,175,000.00 DEC 13, 2007 DEC 07, 2011 CPCS-269599 $ 505,110.00 DEC 13, 2007 DEC 11, 2011 CPCS-284978 $ 1,000,000.00 FEB 15, 2008 DEC 31, 2011 CPCS-618269 $ 227,605.00 JUN 02, 2008 JUL 06, 2011 CPCS-636073 $ 500,000.00 JUL 17, 2002 JUL 31, 2012 CPCS-636118 $ 2,000,000.00 NOV 27, 2002 SEP 30, 2011 CPCS-668723 $ 44,415.61 AUG 13, 2008 AUG 07, 2011 CPCS-692914 $ 45,235.00 OCT 06, 2008 OCT 03, 2011 CPCS-695384 $ 5,438,038.00 NOV 14, 2008 OCT 01, 2011 CPCS-777281 $ 168,500.00 JUL 13, 2009 JUL 10, 2012 CPCS-634811 $ 5,000.00 DEC 05, 2001 SEP 30, 2011 SCHEDULE 6.3 Conflicts; Governmental Consents None SCHEDULE 6.7 Litigation; Loss Contingencies None SCHEDULE 6.8 Subsidiaries Interests in Jurisdictions any Person of Shares Authorized and Issued not a Subsidiary Name/Federal Tax ID No. Incorporation Foreign Qualification and Outstanding; Owner Corporation Berec Overseas Investments Limited UK Authorized: 100 Issued: 100 Energizer Holdings UK Co Limited EBC Batteries, Inc./ 00-0000000 Delaware India Authorized: 1,000 Issued: 1,000 Energizer International, Inc. Energizer Asia Pacific, Inc./ Delaware Hong Kong Authorized: 1,000 00-0000000 Issued: 1,000 Energizer International, Inc. Energizer Australia Pty. Ltd. Australia Authorized: 200,000,000 Issued: 14,872,492 Energizer International, Inc. Energizer Canada Inc. Canada Common Stock Authorized: unlimited Issued: 548,108 Energizer International, Inc. (100%) Preferred: Authorized: 285 Issued: 0 Energizer (China) Co., Ltd. China $26,000,000 paid in capital Energizer International, Inc. Energizer Hellas A.E. Greece Authorized: 100,100 Issued: 100,100 Energizer International, Inc. (99.9%) 100,087 Eveready Battery Company, Inc.: 13 shares Energizer Hong Kong Limited Hong Kong Authorized: 400,000 Issued: 400,000 Energizer Asia Investments Pte. Ltd. Energizer Hungary Trading Ltd. Hungary Authorized: 37,457,000 HUF Issued: 37,457,000 HUF Energizer International, Inc. EBC (India) Company Private Limited * India Authorized: 35,000,000 Issued: 32,776,589 (94%) Energizer International, Inc. Energizer Singapore Pte. Ltd.: 1 share Energizer India P...
Sample 1
Permitted Existing Contingent Obligations. Guaranties of immaterial and de minimis obligations arising in the ordinary course of business and not related to the borrowing of money. SCHEDULE 3.03 Conflicts; Governmental Consents None. SCHEDULE 3.07 Litigation; Loss Contingencies None. SCHEDULE 3.18 Environmental Matters None. SCHEDULE 6.07 Transactions with Shareholders and Affiliates None. EXHIBIT A ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obliga...
Sample 1
Permitted Existing Contingent Obligations. Guaranties of immaterial and de minimis obligations arising in the ordinary course of business and not related to the borrowing of money. SCHEDULE 6.3 None. SCHEDULE 6.7 Litigation; Loss Contingencies None. SCHEDULE 6.18 Environmental Matters None. SCHEDULE 7.3(G) Transactions with Shareholders and Affiliates
Sample 1

Related to Permitted Existing Contingent Obligations

  • Permitted Contingent Obligations Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the Loan Documents; (g) guaranties of Permitted Debt; or (h) in an aggregate amount of $250,000 or less at any time.

  • Contingent Obligations Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:

  • Litigation and Contingent Obligations There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Loans. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

  • 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)

  • Contingent Obligation any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto.

  • Guaranty Obligations Unless otherwise specified, the amount of any Guaranty Obligation shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation.

  • Guaranty of the Obligations Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

  • Permitted Debt Create, incur, guarantee or suffer to exist any Debt, except:

  • 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.

  • Repayment of Existing Indebtedness Evidence that the principal of and interest on, and all other amounts owing in respect of, the Indebtedness (including, without limitation, any contingent or other amounts payable in respect of letters of credit) indicated on SCHEDULE 8.12A hereto that is to be repaid on the Closing Date shall have been (or shall be simultaneously) paid in full, that any commitments to extend credit under the agreements or instruments relating to such Indebtedness shall have been canceled or terminated and that all Guarantees in respect of, and all Liens securing, any such Indebtedness shall have been released (or arrangements for such release satisfactory to the Required Lenders shall have been made); in addition, the Administrative Agent shall have received from any Person holding any Lien securing any such Indebtedness, such Uniform Commercial Code termination statements, mortgage releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have requested to release and terminate of record the Liens securing such Indebtedness (or arrangements for such release and termination satisfactory to the Required Lenders shall have been made).

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