Indebtedness; Certain Equity Securities Sample Clauses
The "Indebtedness; Certain Equity Securities" clause defines and regulates the types and limits of debt and specific equity instruments that a party may incur or issue under an agreement. It typically outlines what constitutes indebtedness, such as loans, credit lines, or bonds, and may also address preferred stock or convertible securities that have debt-like features. By setting these boundaries, the clause helps prevent the party from taking on excessive financial obligations or issuing equity that could undermine the interests of other stakeholders, thereby protecting the financial stability and risk profile agreed upon by the parties.
Indebtedness; Certain Equity Securities. (a) The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness or any Attributable Debt, except:
(i) Indebtedness created under the Loan Documents and any Permitted Subordinated Indebtedness of the Borrower or its Subsidiaries to the extent the Net Proceeds thereof are used to refinance Indebtedness created under the Loan Documents;
(ii) Indebtedness existing on the Closing Date and set forth in Schedule 6.01 and Refinancing Indebtedness in respect thereof;
(iii) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; provided, that no Subsidiary that is not a Loan Party shall have any Indebtedness to the Borrower or any Subsidiary Loan Party;
(iv) Guarantees by the Borrower of Indebtedness of any Subsidiary Loan Party and by any Subsidiary of Indebtedness of the Borrower or any Subsidiary Loan Party;
(v) Indebtedness and Attributable Debt of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals, refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (other than by an amount not greater than fees and expenses, including premium and defeasance costs, associated therewith) or result in a decreased average weighted life thereof; provided that (1) such Indebtedness or Attributable Debt is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (2) the aggregate principal amount of Indebtedness and Attributable Debt permitted by this clause (v), together with the aggregate principal amount of Indebtedness and Attributable Debt of the Service Company described in Section 6.18(d)(i) allocated to the Borrower and its Subsidiaries pursuant to the Shared Services Agreement, shall not exceed $15,000,000 at any time outstanding;
(vi) Indebtedness of any Person that becomes a Subsidiary after the Closing Date and Refinancing Indebtedness in respect thereof; provided that (A) such Indebtedness (other than Refinancing Indebtedness) exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Per...
Indebtedness; Certain Equity Securities. 65 SECTION 6.02. Liens ....................................................................................................66 SECTION 6.03.
Indebtedness; Certain Equity Securities. (a) The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist (including by way of Guarantee) any Indebtedness or enter into any Hedging Agreement, except:
(i) Indebtedness incurred and outstanding under the Loan Documents;
(A) Indebtedness of the Loan Parties incurred and outstanding under the Subordinated Notes in an aggregate principal amount not to exceed $190.0 million and (B) any Permitted Refinancing thereof; provided that in the case of clause (B) only, (x) no Default or Event of Default shall have occurred or be continuing or would result therefrom and (y) after giving effect to the incurrence of such Indebtedness (and any other Indebtedness incurred since the last day of the immediately preceding Test Period) on a pro forma basis as if it were incurred on the first day of the immediately preceding Test Period (but tested as if the applicable ratio were the ratio for the next succeeding Test Period), the Borrower would be in compliance with the Financial Covenants;
(iii) Indebtedness to Remain Outstanding (not including any Indebtedness of any Non-U.S. Subsidiary permitted by Section 6.01(vii) or (viii) below) and any Permitted Refinancing thereof;
(iv) (x) Indebtedness of any Loan Party (other than the Parent Guarantor) to any other Loan Party (other than the Parent Guarantor), or (y) Indebtedness of any Non-U.S. Subsidiary to any Non-U.S. Subsidiary;
(v) Guarantees by the Borrower of Indebtedness of any Subsidiary Loan Party and by any Subsidiary Loan Party of Indebtedness of the Borrower or any other Subsidiary Loan Party, in each case, to the extent such Indebtedness was permitted to be incurred hereunder, and if such Indebtedness is subordinated to the Obligations under the Loan Documents, such Guarantee is as subordinated in right of payment to the Obligations;
(vi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence;
(vii) Indebtedness in an aggregate principal amount outstanding at any time not in excess of (A) $30.0 million (or the equivalent thereof in any currency) of any Subsidiary (other than the South Korean Subsidiary and any IP Group Member), and (B) $30.0 million (or the equivalent thereof in South Korean won or any other c...
Indebtedness; Certain Equity Securities. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:
Indebtedness; Certain Equity Securities. (a) None of the Borrower or any Restricted Subsidiary will create, incur, assume or permit to exist any Indebtedness, except:
(i) (A) Indebtedness created under the Loan Documents, (B) any Credit Agreement Refinancing Indebtedness, (C) any Refinancing Indebtedness in respect of any such Credit Agreement Refinancing Indebtedness and (D) Indebtedness represented by the Senior Unsecured Notes and any guarantee thereof by a Loan Party in an aggregate principal amount not to exceed $1,000,000,000 and any Refinancing Indebtedness in respect thereof;
(ii) (A) unsecured Indebtedness; provided that the aggregate principal amount of Indebtedness incurred under this Section 6.01(a)(ii)(A) on any date shall not exceed the sum of (1) the Incremental Base Amount as of such date plus (2) assuming that the full amount of any Incremental Revolving Commitment Increases then in effect have been funded as Loans on such date, an additional aggregate amount, such that, after giving pro forma effect to the incurrence of such Indebtedness and the use of proceeds thereof, the Borrower shall be in pro forma compliance, in each case recomputed as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the Latest Financial Statements), with a Total Leverage Ratio that is no greater than 3.50:1.00; provided, that the Borrower may elect to use clause (2) above (in whole or in part) prior to using all or a portion of clause (1), or combine the use of clauses (1) and (2), and, if clauses (1) and (2) are available at the time of such incurrence and the Borrower does not make an election, the Borrower will be deemed to have elected to use clause (2) first; provided, further, that in the case of any incurrence of Incremental Equivalent Indebtedness under this clause (ii)(A), at the time of the incurrence of such Incremental Equivalent Indebtedness, (1) no Event of Default (or in the case of a Limited Condition Transaction, no Event of Default described in clause (a), (b), (i) or (j) of Section 7.01) shall have occurred and be continuing, both immediately prior to and immediately after giving effect to the incurrence of such Incremental Equivalent Indebtedness, (2) such Incremental Equivalent Indebtedness shall comply with the Required Debt Parameters, (3) after giving pro forma effect to the ...
Indebtedness; Certain Equity Securities. (a) Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:
(i) Indebtedness created under the Loan Documents;
(ii) [reserved];
Indebtedness; Certain Equity Securities. (a) The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness or any Attributable Debt in respect of Sale and Leaseback Transactions, except:
(i) Indebtedness created under the Loan Documents;
(ii) the Subordinated Debt;
(iii) Indebtedness existing on the Original Effective Date and, in the case of Indebtedness owed to Persons other than the Borrower or the Subsidiaries in a principal amount in excess of $1,000,000, set forth on Schedule 6.01;
(iv) unsecured Indebtedness of the Borrower, the Net Proceeds of which are used solely to prepay Term Loans and pay associated interest, costs and expenses within five Business Days of the receipt of the Net Proceeds of such unsecured Indebtedness;
(v) Indebtedness represented by Commercial Paper; provided that such Indebtedness is permitted pursuant to Section 6.13;
(vi) Permitted Subordinated Indebtedness; provided that such Indebtedness is permitted pursuant to Section 6.13;
(vii) other unsecured Indebtedness of the Borrower or any Subsidiary; provided that (A) the aggregate principal amount of Indebtedness permitted by this clause shall not exceed $50,000,000 at any time outstanding and (B) such Indebtedness is permitted pursuant to Section 6.13;
(viii) Indebtedness of the Foreign Subsidiaries (other than Indebtedness owed to the Borrower or any Domestic Subsidiary) in an aggregate principal amount at any time outstanding not in excess of the greater of (A) $100,000,000 and (B) an amount equal to 10% of the total assets of all the Foreign Subsidiaries as of the end of the most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Section 5.01 (calculated on a combined basis for such Foreign Subsidiaries in accordance with GAAP); provided, in the case of any such Indebtedness incurred after the Restatement Effective Date, the Net Proceeds thereof shall be used to prepay Revolving Loans to the extent required by Section 2.12(e);
(ix) unsecured Indebtedness of the Borrower owed to any Subsidiary and of any Subsidiary owed to the Borrower or any other Subsidiary; provided that (A) such Indebtedness owed by any Loan Party is subordinated to the Obligations in accordance with the provisions of an Affiliate Subordination Agreement and (B) Indebtedness of any Subsidiary that is not a Loan Party owed to the Borrower or any Subsidiary Loan Party shall be subject to Section 6.04;
(A) any Indebtedness and Attributable Debt ...
Indebtedness; Certain Equity Securities. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, incur or permit to exist any Indebtedness, except:
(i) Indebtedness of the Borrower and the Restricted Subsidiaries under the Loan Documents (including any Indebtedness incurred pursuant to Section 2.20 or 2.24); (ii) Indebtedness (A) outstanding on the Effective Date; provided that Indebtedness with an outstanding principal amount in excess of $5,000,000 shall only be permitted under this clause (ii) if set forth on Schedule 6.01, and (B) any Permitted Refinancing thereof; (iii) Guarantees by the Borrower and the Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that if the Indebtedness being Guaranteed is subordinated to the Loan Document Obligations, such Guarantee shall be subordinated to the Guarantee of the Loan Document Obligations on terms at least as favorable (as reasonably determined by the Borrower) taken as a whole, to the Lenders as those contained in the subordination of such Indebtedness;
Indebtedness; Certain Equity Securities. 109 SECTION 6.02. Liens............................................. 113 SECTION 6.03. Sale and Lease-Back Transactions.................. 114 SECTION 6.04. Fundamental Changes............................... 114 SECTION 6.05. Investments, Loans, Advances, Guarantees and Acquisitions..................... 115 SECTION 6.06 Asset Sales....................................... 117 SECTION 6.07. Hedging Agreements................................ 119 SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness................................. 119 SECTION 6.09. Transactions with Affiliates...................... 121 SECTION 6.10. Restrictive Agreements............................ 121 SECTION 6.11.
Indebtedness; Certain Equity Securities. (a) The Borrower will not, and will not permit any other Loan Party to, create, incur, assume or permit to exist any Indebtedness, except:
(i) Indebtedness created under the Loan Documents;
(ii) Indebtedness existing on the date hereof and set forth in Schedule 6.01;
(iii) Indebtedness of any Subsidiary of Borrower (other than a Foreign Subsidiary) to the Borrower or any other Subsidiary of Borrower (other than a Foreign Subsidiary) and Indebtedness of Borrower to any of its Subsidiaries (other than a Foreign Subsidiary) and Indebtedness of any Foreign Subsidiary of Borrower to any other Foreign Subsidiary of Borrower; Indebtedness of any Foreign Subsidiary of Borrower to the Borrower or any other Subsidiary of Borrower (other than a Foreign Subsidiary) in an aggregate amount not to exceed $5,000,000 in the aggregate at any one time outstanding and Indebtedness of Borrower to any of its Foreign Subsidiaries not to exceed $1,000,000 in the aggregate at any one time outstanding;
(iv) Guarantees of Indebtedness permitted under this Section 6.01;
(v) purchase money Indebtedness or Capital Lease Obligations in an aggregate amount not exceeding, at any one time outstanding, $5,000,000;
(vi) “▇▇▇▇ to market” exposure resulting from any Swap Agreement entered into in compliance with Section 6.07;
(vii) Indebtedness under performance, stay, customs, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims, in each case incurred in the ordinary course of business;
(viii) Indebtedness in respect of customary netting services, overdraft protections and similar customary arrangements, in each case incurred in the ordinary course of business in connection with deposit accounts;
(ix) Indebtedness of the type described in clause (e) of the definition of “Indebtedness” secured by the Liens permitted under Section 6.02;
(x) other Indebtedness in an aggregate principal amount not exceeding, at any one time outstanding, an amount equal to fifteen percent (15%) of the net worth of the Borrower (on a consolidated basis) disclosed by the most recently delivered financial statements of the Borrower; and
(xi) extensions, renewals and replacements of any of the foregoing that do not increase the outstanding principal amount thereof.
(b) The Borrower will not, nor will it permit any other Loan Party to, issue any preferred stock or other preferred Equity Interests after the Effective Date.