Common use of Indebtedness and Other Contracts Clause in Contracts

Indebtedness and Other Contracts. Except as disclosed in the SEC Documents, neither the Company nor OrthoSupply (a) has any outstanding Indebtedness (as defined below), (b) is a party to any contract, agreement or instrument, the violation of which, or default under, by any other party to such contract, agreement or instrument would result in a Material Adverse Effect, (c) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (d) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. For purposes of this Agreement: (x) ”Indebtedness” of any Person means, without duplication (i) all indebtedness for borrowed money, (ii) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (iii) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced by

Indebtedness and Other Contracts. Except as disclosed in the SEC DocumentsSchedule 3(q), neither the Company nor OrthoSupply any of its Subsidiaries (ai) has any outstanding Indebtedness (as defined below), (bii) is a party to any contract, agreement or instrument, the violation of which, or default underunder which, by any the other party party(ies) to such contract, agreement or instrument would result in a Material Adverse Effect, (ciii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (div) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, which has or is expected to have a Material Adverse Effect. Schedule 3(q) provides a detailed description of the material terms of any such outstanding Indebtedness. For purposes of this Agreement: (x) ”"Indebtedness” " of any Person means, without duplication (iA) all indebtedness for borrowed money, (iiB) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (iiiC) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (ivD) all obligations evidenced byby notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses,

Indebtedness and Other Contracts. Except as disclosed in the SEC DocumentsSchedule 3(t), neither the Company nor OrthoSupply any of its Subsidiaries (ai) has any outstanding Indebtedness (as defined below) in principal amount in excess of €10,000 individually (the “De Minimis Indebtedness”), or De Minimis Indebtedness in excess of €50,000 in the aggregate, (bii) is a party to any contract, agreement or instrument, the violation of which, or default underunder which, by any the other party party(ies) to such contract, agreement or instrument would could reasonably be expected to result in a Material Adverse Effect, (ciii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (div) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. For purposes of this Agreement: (x) ”“Indebtedness” of any Person means, without duplication (iA) all indebtedness for borrowed money, (iiB) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with generally accepted accounting principles) (other than trade payables entered into in the ordinary course of business), (iiiC) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (ivD) all obligations evidenced byby notes, bonds, debentures or similar instruments, including obligations so evidenced

Indebtedness and Other Contracts. Except as disclosed in the SEC DocumentsSchedule 3(y), neither the Company nor OrthoSupply any of its Subsidiaries (ai) has any outstanding Indebtedness (as defined below), (bii) is a party to any contract, agreement or instrument, the violation of which, or default underunder which, by any the other party party(ies) to such contract, agreement or instrument would result in a Material Adverse Effect, (ciii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (div) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s 's officers, has or is expected to have a Material Adverse Effect. Schedule 3(y) provides a list of any such outstanding Indebtedness. For purposes of this Agreement: (xA) ”Indebtedness” "INDEBTEDNESS" of any Person means, without duplication (i1) all indebtedness for borrowed money, (ii2) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, "capital leases" in accordance with generally accepted accounting principles) (other than trade payables entered into in the ordinary course of business), (iii3) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv4) all obligations evidenced byby notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection

Indebtedness and Other Contracts. Except as disclosed in Schedule 3(s), the SEC 2011 10-K or the Disclosure Documents, neither the Company nor OrthoSupply any of its Subsidiaries (ai) has any outstanding Indebtedness (as defined below), (bii) is a party to any contract, agreement or instrument, the violation of which, or default underunder which, by any the other party party(ies) to such contract, agreement or instrument would could reasonably be expected to result in a Material Adverse Effect, (ciii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (div) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Schedule 3(s) provides a detailed description of the material terms of any such outstanding Indebtedness. For purposes of this Agreement: (x) ”“Indebtedness” of any Person means, without duplication (iA) all indebtedness for borrowed money, (iiB) all obligations issued, undertaken or assumed as the deferred purchase price of property or services services, including, without limitation, “capital leases” in accordance with United States generally accepted accounting principles (other than trade payables entered into in the ordinary course of businessbusiness consistent with past practice), (iiiC) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced by,

Indebtedness and Other Contracts. Except as disclosed in the SEC DocumentsSchedule 3(r), neither the Company nor OrthoSupply (ai) has any no outstanding Indebtedness (as defined below), (bii) except as disclosed in the exhibits filed as SEC Documents of the Company, is not a party to any contract, agreement or instrument, the violation of which, or default underunder which, by any the other party party(ies) to such contract, agreement or instrument would result in a Material Adverse Effect; provided, however, that the Company has no knowledge of any such violations or default, (ciii) is not in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (div) is not a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Schedule 3(r) provides a detailed description of the material terms of any such outstanding Indebtedness. For purposes of this Agreement: (x) ”“Indebtedness” of any Person means, without duplication (iA) all indebtedness for borrowed money, (iiB) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with generally accepted accounting principals) (other than trade payables entered into in the ordinary course of business), (iiiC) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced bywith

Indebtedness and Other Contracts. Except as disclosed in the SEC Documents, neither the Company nor OrthoSupply any of its Subsidiaries (ai) has any outstanding Indebtedness (as defined below), (bii) is a party to any contract, agreement or instrument, the violation of which, or default underunder which, by any the other party party(ies) to such contract, agreement or instrument would result in a Material Adverse Effect, (ciii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (div) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. For purposes of this Agreement: (x) ”“Indebtedness” of any Person means, without duplication (iA) all indebtedness for borrowed money, except for trade payables incurred in the ordinary course of business consistent with past practice and not past due for more than 60 (iisixty) days after the date on which such trade payable was created, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services services, including, without limitation, “capital leases” in accordance with United States generally accepted accounting principles (other than trade payables entered into in the ordinary course of business), (iiiC) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (ivD) all obligations evidenced byby notes, bonds, debentures or

Indebtedness and Other Contracts. Except as disclosed in the SEC Documents, neither the Company nor OrthoSupply any of its Subsidiaries (ai) has any outstanding Indebtedness (as defined below), (bii) is a party to any contract, agreement or instrument, the violation of which, or default underunder which, by any the other party party(ies) to such contract, agreement or instrument would could reasonably be expected to result in a Material Adverse Effect, (ciii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (div) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. The SEC Documents provide a detailed description of the material terms of any such outstanding Indebtedness. For purposes of this Agreement: (x) ”“Indebtedness” of any Person means, without duplication (iA) all indebtedness for borrowed money, (iiB) all obligations issued, undertaken or assumed as the deferred purchase price of property or services services, including (without limitation) “capital leases” in accordance with generally accepted accounting principles (other than trade payables entered into in the ordinary course of business), (iii) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced byof

Indebtedness and Other Contracts. Except as disclosed in the SEC DocumentsSchedule 3(r), neither the Company nor OrthoSupply any of its Subsidiaries (ai) has any outstanding Indebtedness (as defined below)Indebtedness, (bii) is a party to any contract, agreement or instrument, the violation of which, or default underunder which, by any the other party party(ies) to such contract, agreement or instrument would could reasonably be expected to result in a Material Adverse Effect, (ciii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (div) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Schedule 3(r) provides a detailed description of the material terms of any such outstanding Indebtedness. For purposes of this Agreement: (x) ”“Indebtedness” of any Person means, without duplication (iA) all indebtedness for borrowed money, (iiB) all obligations issued, undertaken or assumed as the deferred purchase price of property or services services, including, without limitation, “capital leases” in accordance with GAAP (other than trade payables entered into in the ordinary course of businessbusiness consistent with past practice), (iiiC) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (ivD) all obligations evidenced byby notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all 13

Indebtedness and Other Contracts. Except as disclosed in the SEC DocumentsSchedule 3(s), neither the Company nor OrthoSupply any of its Subsidiaries (ai) has any outstanding Indebtedness (as defined below), (bii) is a party to any contract, agreement or instrument, the violation of which, or default underunder which, by any the other party party(ies) to such contract, agreement or instrument would result in a Material Adverse Effect, (ciii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (div) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. For purposes of this Agreement: (x) ”“Indebtedness” of any Person the Company means, without duplication (iA) all indebtedness for borrowed money, (iiB) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (iiiC) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (ivD) all obligations evidenced byby notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in

Indebtedness and Other Contracts. Except as disclosed in the SEC Commission Documents, neither the Company nor OrthoSupply any Subsidiary (a) has any outstanding Indebtedness (as defined belowbelow in this Section), (b) is a party to any contract, agreement or instrument, the violation of which, or default under, by any other party to such contract, agreement or instrument would result in a Material Adverse Effect, (c) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (d) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. For purposes of this Agreement: (x) ”“Indebtedness” of any Person means, without duplication (i) all indebtedness for borrowed money, (ii) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (iii) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced bysimilar

Indebtedness and Other Contracts. Except as disclosed in the SEC DocumentsSchedule 3(r), neither the Company nor OrthoSupply any of its Subsidiaries (ai) has any outstanding Indebtedness (as defined below) in excess of $100,000, individually, or $500,000, in the aggregate from any one lender (together with such lender’s affiliates), (bii) is a party to any contract, agreement or instrument, the violation of which, or default underunder which, by any the other party party(ies) to such contract, agreement or instrument would could reasonably be expected to result in a Material Adverse Effect, (ciii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (div) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Schedule 3(r) provides a detailed description of the material terms of any such outstanding Indebtedness. For purposes of this Agreement: (x) ”“Indebtedness” of any Person means, without duplication (iA) all indebtedness for borrowed money, (iiB) all obligations issued, undertaken or assumed as the deferred purchase price of property or services services, including (without limitation) “capital leases” in accordance with generally accepted accounting principles (other than trade payables entered into in the ordinary course of business), (iiiC) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (ivD) all obligations evidenced byby notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or

Indebtedness and Other Contracts. Except as disclosed in the SEC DocumentsSchedule 3(s), neither the Company nor OrthoSupply any of its Subsidiaries (ai) has any outstanding Indebtedness (as defined below), (bii) is a party to any contract, agreement or instrument, the reasonably foreseeable violation of which, or reasonably foreseeable default underunder which, by any the other party party(ies) to such contract, agreement or instrument would could reasonably be expected to result in a Material Adverse Effect, (ciii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (div) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s 's officers, has or is expected to have a Material Adverse Effect. For purposes of this Agreement: (x) ”Indebtedness” "INDEBTEDNESS" of any Person means, without duplication (iA) all indebtedness for borrowed money, (iiB) all obligations issued, undertaken or assumed as the deferred purchase price of property or services services, including (without limitation) "capital leases" in accordance with generally accepted accounting principals (other than trade payables entered into in the ordinary course of business), (iiiC) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (ivD) all obligations evidenced by

Indebtedness and Other Contracts. Except Neither the Company nor any of its Subsidiaries (i) except as disclosed in the SEC Documents, neither the Company nor OrthoSupply (a) has any outstanding Indebtedness (as defined below)Indebtedness, (bii) is a party to any contract, agreement or instrument, the violation of which, or default underunder which, by any the other party or parties to such contract, agreement or instrument would could reasonably be expected to result in a Material Adverse Effect, (ciii) is in violation of any term of of, or in default under under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (div) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. For purposes of this Agreement: (x) ”“Indebtedness” of any Person means, without duplication (iA) all indebtedness for borrowed money, (iiB) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with generally accepted accounting principles) (other than trade payables entered into in the ordinary course of business), (iiiC) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (ivD) all obligations evidenced byby notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title

Indebtedness and Other Contracts. Except as disclosed in the SEC DocumentsSchedule 3(s), neither the Company nor OrthoSupply any of its Subsidiaries (ai) has any outstanding Indebtedness (as defined below), (bii) is a party to any contract, agreement or instrument, the violation of which, or default underunder which, by any the other party party(ies) to such contract, agreement or instrument would result in a Material Adverse Effect, (ciii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (div) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s 's officers, has or is expected to have a Material Adverse Effect. Schedule 3(s) provides a detailed description of the material terms of any such outstanding Indebtedness. For purposes of this Agreement: (x) ”"Indebtedness” " of any Person means, without duplication (iA) all indebtedness for borrowed money, (iiB) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (iiiC) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (ivD) all obligations evidenced byby notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to

Indebtedness and Other Contracts. Except as disclosed in the SEC Documents, neither the Company nor OrthoSupply any of its Subsidiaries (ai) has any outstanding Indebtedness (as defined below), (bii) is a party to any contract, agreement or instrument, the violation of which, or default underunder which, by any the other party party(ies) to such contract, agreement or instrument would result in a Material Adverse Effect, (ciii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (div) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s 's officers, has or is expected to have a Material Adverse Effect. For purposes of this Agreement: (x) ”“Indebtedness” of any Person means, without duplication (iA) all indebtedness for borrowed money, except for trade payables incurred in the ordinary course of business consistent with past practice and not past due for more than 60 (iisixty) days after the date on which such trade payable was created, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services services, including, without limitation, "capital leases" in accordance with United States generally accepted accounting principles (other than trade payables entered into in the ordinary course of business), (iiiC) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (ivD) all obligations evidenced byby notes, bonds, debentures or {AJF/SWJ/019170-000001/00939534}

Indebtedness and Other Contracts. Except as disclosed in the SEC DocumentsSchedule 3(s), neither the Company nor OrthoSupply any of its Subsidiaries (ai) has any outstanding Indebtedness (as defined below), (bii) is a party to any contract, agreement or instrument, the reasonably foreseeable violation of which, or reasonably foreseeable default underunder which, by any the other party party(ies) to such contract, agreement or instrument would could reasonably be expected to result in a Material Adverse Effect, (ciii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (div) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Schedule 3(s) provides a detailed description of the material terms of any such outstanding Indebtedness. For purposes of this Agreement: (x) ”“Indebtedness” of any Person means, without duplication (iA) all indebtedness for borrowed money, (iiB) all obligations issued, undertaken or assumed as the deferred purchase price of property or services services, including (without limitation) “capital leases” in accordance with generally accepted accounting principals (other than trade payables entered into in the ordinary course of business), (iiiC) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced byor

Indebtedness and Other Contracts. Except as disclosed in the SEC DocumentsDisclosure Schedule Section 3(w), neither the Company nor OrthoSupply (ai) has does not have any outstanding Indebtedness (as defined below), (bii) is not a party to any contract, agreement or instrument, the violation of which, or default underunder which, by any the other party party(ies) to such contract, agreement or instrument would result in a Material Adverse Effect, (ciii) is not in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (div) is not a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Disclosure Schedule Section 3(w) provides a detailed description of the material terms of any such outstanding Indebtedness. For purposes of this Agreement: (x) ”“Indebtedness” of any Person means, without duplication (iA) all indebtedness for borrowed money, (iiB) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with generally accepted accounting principles) (other than trade payables entered into in the ordinary course of business), (iiiC) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced bysurety