Subordination of Intercompany Debt. Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, "INTERCOMPANY DEBT"), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this SECTION 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders).
Appears in 1 contract
Samples: Second Lien Credit Agreement (Primedex Health Systems Inc)
Subordination of Intercompany Debt. Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, "INTERCOMPANY DEBT"), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this SECTION 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders).. Witness the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. RADNET MANAGEMENT, INC. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- PRIMEDEX HEALTH SYSTEMS, INC. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- XXXXXXX RADIOLOGY MEDICAL GROUP III By: ProNet Imaging Medical Group, Inc., its general partner By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- By: Xxxxxxx Radiology Medical Group, Inc., its general partner By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- PRONET IMAGING MEDICAL GROUP, INC. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- S-1 XXXXXXX RADIOLOGY MEDICAL GROUP, INC. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- RADNET SUB, INC. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- SO CAL MR SITE MANAGEMENT, INC. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- RADNET MANAGEMENT I, INC. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- RADNET MANAGEMENT II, INC. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- RADNET MANAGED IMAGING SERVICES, INC. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- DIAGNOSTIC IMAGING SERVICES, INC. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- GENERAL ELECTRIC CAPITAL CORPORATION, as Agent, an L/C Issuer and a Lender By: ------------------------------------------- Its Duly Authorized Signatory [LENDER] By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- Address: -------------------------------------
Appears in 1 contract
Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, "INTERCOMPANY DEBT"“Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this SECTION Section 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders). SECTION 10.
Appears in 1 contract
Samples: Credit and Security Agreement (Osullivan Industries Inc)
Subordination of Intercompany Debt. Each Credit Party hereby agrees that The term "Subordinated Intercompany Debt" as used in this Section shall mean and include any intercompany Indebtedness and all indebtedness, liabilities and obligations of Borrower to any Guarantor, absolute or contingent, direct or indirect, joint, several or independent, now outstanding or owing or which may hereafter be existing or incurred, arising by operation of law or otherwise, due or to become due, or held or to be held by any Guarantor, whether created directly or acquired by assignment, as a participation, conditionally, as collateral security from another or otherwise, including indebtedness, obligations and liabilities of Borrower to any Guarantor as a member of any partnership, syndicate, association or other intercompany payables group, and whether incurred by Borrower as principal, surety, endorser, guarantor, accommodation party or receivablesotherwise, including, without limiting the generality of the foregoing, all indebtedness, liabilities and obligations of Borrower to any Guarantor arising out of any operating agreement, management agreement or similar agreement between Borrowers and any of the Guarantors. The term "Senior Debts" as used in this Section shall mean and include any and all indebtedness, liabilities and obligations of Borrower to the Banks or LC Issuer, absolute or contingent, direct or indirect, joint, several or independent, now outstanding or owing or which may hereafter be existing or incurred, arising by operation of law or otherwise, due or to become due, or intercompany advances held or to be held by Banks or LC Issuer, whether created directly or indirectly made acquired by assignment, as a participation, conditionally, as collateral security from another or owed otherwise, including indebtedness, obligations and liabilities of Borrower to Banks or LC Issuer as a member of any partnership, syndicate, association or other group, and whether incurred by Borrower as principal, surety, endorser, guarantor, accommodation party or otherwise and including, without limitation, all Obligations, as that term is defined in this Agreement. During such Credit Party by time as any other Credit Party (collectively, "INTERCOMPANY DEBT"), of whatever nature at any time outstanding shall be subordinate Senior Debts remain unpaid and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any an Event of Default or Unmatured Event of Default has occurred and is continuing, no Guarantor will ask for, demand, sue for, take, recxxxe or accept from Borrower, by set off or in any paymentother manner, including by offsetany payment or distribution on account of the Subordinated Intercompany Debt, on nor present any instrument evidencing the Subordinated Intercompany Debt until for payment (other than such presentment as may be necessary to prevent discharge of other liable parties on such instrument), unless the Termination Date, in each case, except with the prior advance written consent or written demand to do so has been received by such Guarantor from Administrative Agent on behalf of Agentthe Banks. In the event that any Guarantor shall receive any payments, distributions, property, security or proceeds on account of the Subordinated Intercompany Debt, which such party is not entitled to receive under the provisions this Section, such party will hold any amount so received in trust for the Banks and LC Issuer, as applicable, and will forthwith turn over such payment to Administrative Agent in the form received by such Guarantor (together with any necessary endorsement) to be applied on the Senior Debts and any such sums paid to Administrative Agent by such Guarantor shall not be deemed to reduce or extinguish the Subordinated Intercompany Debt of Borrower to any Guarantor. No Guarantor shall be received by a Credit Party other than as permitted by this SECTION 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit commence any action or proceeding against Borrower to recover all or any part of the Agent Subordinated Intercompany Debt or join with any other creditor, unless Banks and Lenders LC Issuer shall also join, in bringing any proceedings against Borrower under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of the Federal or any state government unless and until all such sums to the extent necessary so that Agent and the Lenders Senior Debts shall have been paid in full, in cash, all Obligations owed or which may become owing. Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in In the event of any Proceedingreceivership, Agent and Lenders shall first be entitled to receive payment in full in cashinsolvency, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (assignment for the benefit of Agent creditors, reorganization or arrangement with creditors, adjustment of debt, whether or not pursuant to bankruptcy laws, the sale of all or substantially all of the assets, dissolution, liquidation, or any other marshaling of the assets and the Lenders) to the extent liabilities of Borrower, any Guarantor will at Bank's request promptly and expeditiously file any claim, proof of claim, proof of interest or other instrument of similar character necessary to enforce the obligations of Borrower in respect of the Subordinated Intercompany Debt and will hold in trust for Banks and LC Issuer, as applicable, and pay over to Administrative Agent in the form received (together with any necessary endorsement), to be applied on the Senior Debts, any and all monies, dividends or other assets received in any such Obligations proceedings on account of the Subordinated Intercompany Debt unless and until the Senior Debts shall be paid in full in cash, after giving effect full. No Guarantor will assign or transfer to others any concurrent payment claim such Guarantor has or distribution to Agent and Lenders (or to Agent for may have against any Borrower as long as any of the benefit of Agent and Lenders)Senior Debts remains outstanding.
Appears in 1 contract
Subordination of Intercompany Debt. Each Credit Party hereby agrees that The term "SUBORDINATED INTERCOMPANY DEBT" as used in this Section shall mean and include any intercompany Indebtedness and all indebtedness, liabilities and obligations of either Borrower to the other, absolute or contingent, direct or indirect, joint, several or independent, now outstanding or owing or which may hereafter be existing or incurred, arising by operation of law or otherwise, due or to become due, or held or to be held by either Borrower, whether created directly or acquired by assignment, as a participation, conditionally, as collateral security from another or otherwise, including indebtedness, obligations and liabilities of either Borrower to the other as a member of any partnership, syndicate, association or other intercompany payables group, and whether incurred by Borrower as principal, surety, endorser, guarantor, accommodation party or receivablesotherwise, including, without limiting the generality of the foregoing, all indebtedness, liabilities and obligations of either Borrower to the other arising out of any operating agreement, management agreement or similar agreement between Parent Borrower and Subsidiary Borrower. The term "SENIOR DEBTS" as used in this Section shall mean and include any and all indebtedness, liabilities and obligations of Borrower to the Banks or LC Issuer, absolute or contingent, direct or indirect, joint, several or independent, now outstanding or owing or which may hereafter be existing or incurred, arising by operation of law or otherwise, due or to become due, or intercompany advances held or to be held by Banks or LC Issuer, whether created directly or indirectly made acquired by assignment, as a participation, conditionally, as collateral security from another or owed otherwise, including indebtedness, obligations and liabilities of Borrower to Banks or LC Issuer as a member of any partnership, syndicate, association or other group, and whether incurred by Borrower as principal, surety, endorser, guarantor, accommodation party or otherwise and including, without limitation, all Obligations, as that term is defined in this Agreement. During such Credit Party by time as any other Credit Party (collectively, "INTERCOMPANY DEBT"), of whatever nature at any time outstanding shall be subordinate Senior Debts remain unpaid and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any an Event of Default or Unmatured Event of Default has occurred and is continuing, neither Borrower will ask for, demand, sue for, take, receive or accept from the other Borrower, by set off xx in any paymentother manner, including by offsetany payment or distribution on account of the Subordinated Intercompany Debt, on nor present any instrument evidencing the Subordinated Intercompany Debt until for payment (other than such presentment as may be necessary to prevent discharge of other liable parties on such instrument), unless the Termination Date, in each case, except with the prior advance written consent or written demand to do so has been received by such Borrower from Administrative Agent on behalf of Agentthe Banks. In the event that either Borrower shall receive any payments, distributions, property, security or proceeds on account of the Subordinated Intercompany Debt, which such Borrower is not entitled to receive under the provisions this Section, such Borrower will hold any amount so received in trust for the Banks and LC Issuer, as applicable, and will forthwith turn over such payment to Administrative Agent in the form received by such Borrower (together with any necessary endorsement) to be applied on the Senior Debts and any such sums paid to Administrative Agent by such Borrower shall not be deemed to reduce or extinguish the Subordinated Intercompany Debt of one Borrower to the other. Neither Borrower shall be received by a Credit Party commence any action or proceeding against the other than as permitted by this SECTION 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit Borrower to recover all or any part of the Agent Subordinated Intercompany Debt or join with any other creditor, unless Banks and Lenders LC Issuer shall also join, in bringing any proceedings against such other Borrower under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of the Federal or any state government unless and until all such sums to the extent necessary so that Agent and the Lenders Senior Debts shall have been paid in full, in cash, all Obligations owed or which may become owing. Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in In the event of any Proceedingreceivership, Agent and Lenders shall first be entitled to receive payment in full in cashinsolvency, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (assignment for the benefit of Agent creditors, reorganization or arrangement with creditors, adjustment of debt, whether or not pursuant to bankruptcy laws, the sale of all or substantially all of the assets, dissolution, liquidation, or any other marshaling of the assets and liabilities of either Borrower, the Lenders) to the extent other Borrower will at Bank's request promptly and expeditiously file any claim, proof of claim, proof of interest or other instrument of similar character necessary to enforce the obligations of such Borrower in respect of the Subordinated Intercompany Debt and will hold in trust for Banks and LC Issuer, as applicable, and pay over to Administrative Agent in the form received (together with any necessary endorsement), to be applied on the Senior Debts, any and all monies, dividends or other assets received in any such Obligations proceedings on account of the Subordinated Intercompany Debt unless and until the Senior Debts shall be paid in full in cash, after giving effect full. Neither Borrower will assign or transfer to others any concurrent payment claim such Borrower has or distribution to Agent and Lenders (or to Agent for may have against the benefit other Borrower as long as any of Agent and Lenders)the Senior Debts remains outstanding.
Appears in 1 contract
Subordination of Intercompany Debt. Each Credit Party hereby agrees that The term "SUBORDINATED INTERCOMPANY DEBT" as used in this Section shall mean and include any intercompany Indebtedness and all indebtedness, liabilities and obligations of either Borrower to the other, absolute or contingent, direct or indirect, joint, several or independent, now outstanding or owing or which may hereafter be existing or incurred, arising by operation of law or otherwise, due or to become due, or held or to be held by any Borrower, whether created directly or acquired by assignment, as a participation, conditionally, as collateral security from another or otherwise, including indebtedness, obligations and liabilities of any Borrower to any other Borrower as a member of any partnership, syndicate, association or other intercompany payables group, and whether incurred by any Borrower as principal, surety, endorser, guarantor, accommodation party or receivablesotherwise, including, without limiting the generality of the foregoing, all indebtedness, liabilities and obligations of any Borrower to any other Borrower arising out of any operating agreement, management agreement or similar agreement between Parent Borrower and Subsidiary Borrower. The term "SENIOR DEBTS" as used in this Section shall mean and include any and all indebtedness, liabilities and obligations of Borrower to the Banks or LC Issuer, absolute or contingent, direct or indirect, joint, several or independent, now outstanding or owing or which may hereafter be existing or incurred, arising by operation of law or otherwise, due or to become due, or intercompany advances held or to be held by Banks or LC Issuer, whether created directly or indirectly made acquired by assignment, as a participation, conditionally, as collateral security from another or owed otherwise, including indebtedness, obligations and liabilities of Borrower to Banks or LC Issuer as a member of any partnership, syndicate, association or other group, and whether incurred by Borrower as principal, surety, endorser, guarantor, accommodation party or otherwise and including, without limitation, all Obligations, as that term is defined in this Agreement. During such Credit Party by time as any other Credit Party (collectively, "INTERCOMPANY DEBT"), of whatever nature at any time outstanding shall be subordinate Senior Debts remain unpaid and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any an Event of Default or Unmatured Event of Default has occurred and is continuing, neither Borrower will ask for, demand, sue for, take, receive or accept from the other Borrower, by set off xx in any paymentother manner, including by offsetany payment or distribution on account of the Subordinated Intercompany Debt, on nor present any instrument evidencing the Subordinated Intercompany Debt until for payment (other than such presentment as may be necessary to prevent discharge of other liable parties on such instrument), unless the Termination Date, in each case, except with the prior advance written consent or written demand to do so has been received by such Borrower from Administrative Agent on behalf of Agentthe Banks. In the event that any Borrower shall receive any payments, distributions, property, security or proceeds on account of the Subordinated Intercompany Debt, which such Borrower is not entitled to receive under the provisions this Section, such Borrower will hold any amount so received in trust for the Banks and LC Issuer, as applicable, and will forthwith turn over such payment to Administrative Agent in the form received by such Borrower (together with any necessary endorsement) to be applied on the Senior Debts and any such sums paid to Administrative Agent by such Borrower shall not be deemed to reduce or extinguish the Subordinated Intercompany Debt of one Borrower to the other. No Borrower shall be received by a Credit Party commence any action or proceeding against any other than as permitted by this SECTION 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit Borrower to recover all or any part of the Agent Subordinated Intercompany Debt or join with any other creditor, unless Banks and Lenders LC Issuer shall also join, in bringing any proceedings against such other Borrower under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of the Federal or any state government unless and until all such sums to the extent necessary so that Agent and the Lenders Senior Debts shall have been paid in full, in cash, all Obligations owed or which may become owing. Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in In the event of any Proceedingreceivership, Agent and Lenders shall first be entitled to receive payment in full in cashinsolvency, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (assignment for the benefit of Agent creditors, reorganization or arrangement with creditors, adjustment of debt, whether or not 72 pursuant to bankruptcy laws, the sale of all or substantially all of the assets, dissolution, liquidation, or any other marshaling of the assets and liabilities of any Borrower, the Lenders) to the extent other Borrower will at Bank's request promptly and expeditiously file any claim, proof of claim, proof of interest or other instrument of similar character necessary to enforce the obligations of such Borrower in respect of the Subordinated Intercompany Debt and will hold in trust for Banks and LC Issuer, as applicable, and pay over to Administrative Agent in the form received (together with any necessary endorsement), to be applied on the Senior Debts, any and all monies, dividends or other assets received in any such Obligations proceedings on account of the Subordinated Intercompany Debt unless and until the Senior Debts shall be paid in full in cash, after giving effect full. No Borrower will assign or transfer to others any concurrent payment claim such Borrower has or distribution to Agent and Lenders (or to Agent for may have against the benefit other Borrower as long as any of Agent and Lenders)the Senior Debts remains outstanding.
Appears in 1 contract
