Prohibition on Indebtedness. Except as permitted by this Agreement or the Sale Agreement, the Transferor agrees that during the term of this Agreement, it shall not incur any indebtedness, or assume or guarantee indebtedness of any other entity, without the consent of Funding Agents representing Ownership Groups having in the aggregate at such time Ownership Group Percentages equal to 100%.
Prohibition on Indebtedness. The Company shall not, and shall not permit any Subsidiary to, enter into, create, incur, assume, suffer, become or be liable for in any manner with respect to, or permit to exist, any Indebtedness, or guarantee, assume, endorse or otherwise become responsible for (directly or indirectly), any Indebtedness, performance, obligations or dividends of any other Person, other than (i) Indebtedness existing on the date hereof and disclosed in Schedule 2.1(l) to this Agreement, (ii) Indebtedness in favor of the Agent and the Investors and (iii) Indebtedness that is subordinate to the obligations of the Company to the Investors under the Notes and the other Transaction Documents pursuant to a subordination agreement in form and substance reasonably acceptable to the Agent and the Investors.
Prohibition on Indebtedness. So long as the Note remains outstanding, other than (i) Indebtedness existing on the date hereof and disclosed in Schedule 2.1(k) to this Agreement and (ii) Indebtedness in favor of the Investor, the Company shall not, and shall not permit any Subsidiary to, enter into, create, incur, assume, suffer, become or be liable for in any manner with respect to, or permit to exist, any Indebtedness, or guarantee, assume, endorse or otherwise become responsible for (directly or indirectly), any Indebtedness, performance, obligations or dividends of any other Person.
Prohibition on Indebtedness. Neither the Maker nor any Guarantor shall incur, or suffer to exist, any Indebtedness of any such Person, other than Indebtedness that is expressly consented to in writing by the Secured Party in advance of the incurrence of same, which consent shall not be unreasonably withheld by the Secured Party.
Prohibition on Indebtedness. AMTC and SGL each hereby agrees that neither it nor its Affiliates shall incur any Indebtedness that would result in an Encumbrance being placed on any Interest unless the party to which such Indebtedness is owed and/or the secured party which holds such Encumbrance complies with the requirements of a Lender under Section 7.7.
Prohibition on Indebtedness. So long as the Note remains outstanding, other than (i) Indebtedness existing on the date hereof and disclosed on Schedule 2.1(k) to this Agreement or, (ii) the issuance of Indebtedness to repurchase or refinance any Indebtedness disclosed on Schedule 2.1(k) (“Refinance Indebtedness”) and (iii) Indebtedness in favor of the Investor, no Company shall enter into, create, incur, assume, suffer, become or be liable for in any manner with respect to, or permit to exist, any Indebtedness, or guarantee, assume, endorse or otherwise become responsible for (directly or indirectly), any Indebtedness, performance, obligations or dividends of any other Person. Notwithstanding the foregoing, Island Breeze International Asia Limited, a subsidiary of the Company, and any other direct or indirect subsidiary of the Company formed exclusively for the purpose of purchasing, refurbishing and operating a passenger vessel to conduct cruises to nowhere from a port located in Hong Kong (such subsidiaries, the “Hong Kong Companies” and such vessel, the “Hong Kong Vessel”), may incur Indebtedness in connection with the purchase, refurbishment and operations of the Hong Kong Vessel (“Hong Kong Indebtedness”), provided, however, that neither the Companies nor any of their direct or indirect subsidiaries (other than the Hong Kong Companies) may guaranty, assume, endorse or otherwise become responsible or liable for (directly or indirectly) such Indebtedness.
Prohibition on Indebtedness. The Company shall not enter into, create, incur, assume, suffer, become or be liable for in any manner with respect to, or permit to exist, any Indebtedness, or guarantee, assume, endorse or otherwise become responsible for (directly or indirectly), any Indebtedness, performance, obligations or dividends of any other Person, other than (i) Indebtedness existing on the date hereof and disclosed in Schedule 2.1(f) to this Agreement and any refinancings, refundings, renewals or extensions thereof, (ii) Indebtedness in favor of the Investor evidenced by the Note, (iii) Indebtedness of the kind described in clause (i), (ii), (ix) or (xi) of the defined term “Indebtedness”, in an amount not to exceed $1,000,000 in the aggregate, fully subordinated to the Indebtedness in favor of the Investor evidenced by the Note pursuant to a subordination agreement the terms and conditions of which shall be acceptable to the Investor in its reasonable discretion, (iv) Indebtedness secured by a Permitted Encumbrance, (v) letters of credit, worker’s compensation claims, surety bonds and performance bonds incurred in the ordinary course of business, and (vi) endorsements of negotiable instruments for collection in the ordinary course of business.
Prohibition on Indebtedness. Section 3.17
Prohibition on Indebtedness. The Company shall not, and shall not permit any Subsidiary to, enter into, create, incur, assume, suffer, become or be liable for in any manner with respect to, or permit to exist, any Indebtedness, or guarantee, assume, endorse or otherwise become responsible for (directly or indirectly), any Indebtedness, performance, obligations or dividends of any other Person, other than (i) Indebtedness existing on the date hereof and disclosed in Schedule 2.1(l) to this Agreement, and (ii) Indebtedness in favor of the Agent and the Investors.
Prohibition on Indebtedness. So long as the Notes remain outstanding, Buckeye shall not enter into, create, incur, assume, suffer, become or be liable for in any manner with respect to, or permit to exist, any Indebtedness. Notwithstanding the foregoing, Buckeye may incur, assume, become liable for or permit to exist the following (“Permitted Indebtedness”): (a) Indebtedness to any other Company; (b) Indebtedness pursuant to the Notes; (c) Indebtedness (“Permitted Refinancing Indebtedness”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Permitted Indebtedness in an amount not to exceed the principal amount of the Indebtedness so refinanced, plus premiums, fees and expenses, (d) Indebtedness with respect to letters of credit and bankers’ acceptances issued in the ordinary course of business and not supporting Indebtedness, including letters of credit supporting performance, surety or appeal bonds or indemnification, adjustment or purchase price or similar obligations incurred in connection with the acquisition or disposition of any business or assets; (e) Indebtedness outstanding on the Closing Date and set forth on Schedule 3.13; (f) Indebtedness, which may include capital leases, incurred after the date of purchase or completion of construction or improvement of property for the purpose of financing all or any part of the purchase price or cost of construction or improvement; provided that the principal amount of any Indebtedness incurred pursuant to this clause after the Closing Date may not exceed (i) Two Million Dollars ($2,000,000) less (ii) the aggregate outstanding amount of Permitted Refinancing Indebtedness incurred to refinance Indebtedness incurred pursuant to this clause (f), or (g) unsecured Indebtedness incurred on or after the Closing Date not otherwise permitted in an aggregate principal amount at any time outstanding not to exceed Three Million Dollars ($3,000,000) for each Company collectively.
