Debt and Guarantees Clause Examples for Any Agreement

Debt and Guarantees. Incur or assume Debt, provide Guarantees or render itself liable in any manner whatsoever, directly or indirectly, for any Indebtedness or obligation whatsoever of another Person, except (a) hereunder for the purposes set forth in Section 3.1; (b) that a member of the VL Group may provide financial assistance to another member of the VL Group to the extent that the Borrower complies with the provisions of Section 12.12; (c) unsecured Debt not exceeding $75,000,000 under the Tranche B Finnvera credit agreement entered into among the Borrower, HSBC Bank plc, The Toronto-Dominion Bank, Credit Suisse and Sumitomo Banking Corporation of Canada dated as of November 13, 2009; (d) in connection with Debt incurred or assumed that is secured by Permitted Charges, and within the limits applicable thereto; (e) in connection with Back-to-Back Transactions and Tax Benefit Transactions including by way of unsecured daylight loans; (f) that the Borrower may incur or assume unsecured Debt by way of Additional Offerings, and that a member of the VL Group may provide unsecured Guarantees in respect of obligations of the Borrower under any such Debt outstanding at any time, to the extent that the Borrower complies with the applicable Leverage Ratio calculated on a pro forma basis and, subject to the provisions of Section 9.3, such member has provided a Guarantee under subsection 9.1.1 or provides such a Guarantee contemporaneously with its Guarantee in relation to the Additional Offering; (g) unsecured Debt by way of Additional Offerings incurred by the Borrower before the Closing Date and listed in Schedule “H” and including, subject to Section 9.3, unsecured Guarantees by members of the VL Group in respect of obligations of the Borrower under such Debt outstanding at any time; (h) the Borrower may borrow Subordinated Debt from Quebecor Media Inc. in a principal amount outstanding from time to time of up to $500,000,000, with interest at a rate not exceeding the greater of (y) the three month bankers’ acceptance rate quoted on Xxxxxx’x Services, page CDOR, as at approximately 10:00 a.m. on such day plus 3.0% per annum, or (z) 7% per annum (together with interest accrued thereon or paid in kind, the “QMI Subordinated Debt”); (i) additional unsecured Debt of up to $250,000,000; (j) in connection with other Subordinated Debt; (k) unsecured daylight loans incurred in connection with Tax Consolidation Transactions, provided that prior to incurring the daylight loan made at the in...

Debt and Guarantees. At the Closing, except for trade payables, Seller shall, solely out of Seller's funds, pay, or irrevocably deposit for the purpose of defeasing or paying, all outstanding indebtedness of the Companies and the Subsidiaries (excluding, for the avoidance of doubt, the Xxxxxxx County Arrangements), including the indebtedness listed on Section 6.11 of the Disclosure Schedule, together with any associated interest, prepayment amounts or other penalties, provided that Seller shall not be required to give notice of repayment until Closing, and Seller shall concurrently obtain full and unconditional releases of any Encumbrances associated therewith. At the election of Purchaser not less than five (5) business days prior to the Closing, Seller shall use its reasonable efforts to cause any and all of the Xxxxxxx County Arrangements to be terminated and of no further force and effect as of the Closing. Section 6.11 of the Disclosure Schedule also sets forth all guarantees, financial accommodations and security arrangements by Seller in favor of the Companies and Subsidiaries with respect to obligations of the Companies or Subsidiaries, excluding the foregoing indebtedness to be satisfied by Seller (collectively, "Guarantees"). Purchaser and Seller shall reasonably cooperate, to cause Purchaser or one of its affiliates to be substituted for Seller and all of its affiliates other than the Companies and the Subsidiaries as of the Closing, without recourse to Seller or any such affiliates, with respect to all such Guarantees. In the event that Purchaser and Seller are unable to obtain the release of any Guarantee, Purchaser shall indemnify and hold harmless Seller from any and all obligations or liabilities incurred by Seller with respect to such Guarantee.

Debt and Guarantees. Incur or assume Debt, provide Guarantees or render itself liable in any manner whatsoever, directly or indirectly, for any Indebtedness or obligation whatsoever of another Person, except (a) hereunder for the purposes set forth in Section 3.1; (b) that a member of the VL Group may provide financial assistance to another member of the VL Group to the extent that the Borrower complies with the provisions of Section 12.12; (c) unsecured Debt not exceeding $75,000,000 under the Tranche B Finnvera credit agreement entered into among the Borrower, HSBC Bank plc, The Toronto-Dominion Bank and Sumitomo Banking Corporation of Canada dated as of November 13, 2009; (d) in connection with Debt incurred or assumed that is secured by Permitted Charges, and within the limits applicable thereto; (e) in connection with Back-to-Back Transactions and Tax Benefit Transactions including by way of unsecured daylight loans; (f) that the Borrower may incur or assume unsecured Debt by way of Additional Offerings, and that a member of the VL Group may provide unsecured Guarantees in respect of obligations of the Borrower under any such Debt

Debt and Guarantees. 14.1 Any shareholder loans, third party loans and other financing for borrowed monies provided to the Companies are set out in Schedule 11. 14.2 The Purchaser undertakes with the Sellers to procure, within seven (7) months from Date of this Agreement, the release of the Sellers from all guarantees, indemnities, bonds, letters of comfort, undertakings, licenses and other arrangements to which they or any of them are a party in respect of the Companies or their business or the leased properties (and to indemnify and hold harmless and to keep indemnified and held harmless on a continuing basis the Sellers from all claims, liabilities, costs and expenses (including without limitation, reasonable legal and other professional advisers' fees and disbursements) arising in respect or by reason thereof. During the period of time referred to above, the Sellers shall continue to support the Companies' bank financing to the extent that this will be required to maintain the Companies' current bank financing as at the the Date of this Agreement. The foregoing notwithstanding, without the prior written consent of Sellers, neither the Purchaser nor any of the Companies shall extend, renew or amend any obligation for which any of the Sellers are obligated under any guarantees, indemnities, bonds, letters of comfort, undertakings, licenses or other arrangements unless Sellers are released from any further liability thereunder from any after the date of such extension, renewal or amendment.

Debt and Guarantees. (i) Any incurrence or assumption (or agreement to incur or assume) by Total or any Subsidiary of any indebtedness for borrowed money other than in the ordinary and usual course of business consistent with past practice or (ii) any guarantee, endorsement or other incurrence or assumption of (or agreement to guarantee, endorse, incur or assume) any material liability (whether directly, contingently or otherwise) by Total or any Subsidiary for the obligations of any other Person (other than any Subsidiary of Total), other than in the ordinary and usual course of business consistent with past practice;

Debt and Guarantees. 19 4.7.5 LIENS...............................................19 4.7.6

Debt and Guarantees. 36 6.12 Supplements to Disclosure Schedule........................ 36 6.13

Debt and Guarantees. (other than Debt referred to in clauses (b) and (l) of this Section and Guarantees permitted by clauses (a), (e) and (l) of this Section) outstanding at the close of business on the Initial Closing Date not exceeding $350,000,000 in aggregate outstanding principal amount;

Debt and Guarantees. The Companies shall not create, incur, assume or permit to be outstanding and shall not allow any Subsidiary to create, incur, assume or permit to be outstanding, any Debt other than: (a) Debt incurred pursuant to this Agreement; (b) Debt outstanding on the Closing Date and identified on Schedule 8.1; (c) Debt incurred under the 11 1/4% Senior Subordinated Notes; (d) Refinancing of Debt with respect to Debt that was incurred prior to the date hereof and identified on Schedule 8.1; provided, however, that -------- ------- (i) the principal amount of the Debt refinanced (plus the amount of fees, costs, and expenses incurred and the amount of any premium, penalties, breaking costs and other similar amounts required to be paid, in connection with such refinancing pursuant to the terms of the instrument governing the Debt being refinanced) shall (i) not be greater than the amount of the Debt being refinanced, (ii) not extend the maturity date of the Debt being refinanced, (iii) have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Debt being refinanced (iv) rank no more senior than the Debt being refinanced, and (v) contain terms and conditions at least as favorable to the Companies as the terms and conditions of the Debt being refinanced; (e) Old Trade Payables provided that the amount of Old Trade Payables outstanding at any time does not exceed $100,000. (f) The New Intercompany Note permitted by Section 8.12 of this Agreement. Companies will not, and will not permit any Subsidiary to refinance, amend, restructure, reconstitute, replace or otherwise alter any term, covenant, condition or provision of any instrument evidencing any Debt outstanding on the Closing Date (including, without limitation, any Intercompany Note) other than to refinance such Debt as permitted pursuant to Section 8.1(d) above.

Debt and Guarantees. The Borrower shall not, and shall cause its Subsidiaries not to, create, incur, assume or permit to be outstanding any Debt or any Guarantee other than: (1) Debt incurred pursuant to this Credit Agreement; (2) Debt consisting of Guarantees of the Debt of any Foreign Subsidiary to the extent such Debt exists on the date hereof and is listed in Schedule D; provided no payments may be made on or with respect ---------- to such Debt; (3) Debt outstanding on the Closing Date and identified on Schedule D, provided that no payment may be made on or with respect to such ---------- Debt and that no such Debt (other than capital leases identified in Schedule D to the extent that Schedule D expressly permits refinancing of ---------- ---------- such capital leases) may be refinanced unless, in the case of capital leases, Schedule D expressly provides for renewal or refinancing of such ---------- Leases; and (4) Debt of Foreign Subsidiaries to the extent such debt is listed on Schedule G. ----------