Indebtedness; Certain Equity Securities Clause Examples
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 Loan Parties will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:
(i) Indebtedness created under the Loan Documents;
(ii) Indebtedness existing on the Effective Date and set forth in Section 6.01 of the Disclosure Letter and Refinancing Indebtedness in respect thereof;
(iii) Indebtedness of Parent to any Restricted Subsidiary and of any Restricted Subsidiary to Parent or any other Restricted Subsidiary; provided that (A) such Indebtedness shall not have been transferred to any Person other than Parent or any Restricted Subsidiary, (B) any such Indebtedness owing by (x) a Loan Party to a Restricted Subsidiary that is not a Loan Party and (y) any Canadian Loan Party to a U.S. Borrower shall, in each case be unsecured and subordinated in right of payment to the applicable Secured Obligations on terms customary for intercompany subordinated Indebtedness, as reasonably determined by the Administrative Agent and (C) any such Indebtedness shall be incurred in compliance with Section 6.04;
(iv) Guarantees incurred in compliance with Section 6.04;
(v) Indebtedness of Parent or any Restricted Subsidiary (A) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and Synthetic Lease Obligations, provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets or (B) assumed in connection with the acquisition of any fixed or capital assets, and Refinancing Indebtedness in respect of any of the foregoing; provided that the aggregate principal amount of Indebtedness permitted by this clause (v) shall not exceed $50,000,000 at any time outstanding;
(vi) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit and checking accounts, in each case, in the ordinary course of business;
(vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of Parent or any Restricted Subsidiary in the ordinary course of business supporting obligations under workers’ compensation, unemployment insurance and other social security laws;
(viii) Indebtedness of Parent or any Restricted Subsidiary in the form of b...
Indebtedness; Certain Equity Securities. 65 SECTION 6.02. Liens ....................................................................................................66 SECTION 6.03.
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) 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. (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. 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) “xxxx 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.
Indebtedness; Certain Equity Securities. SECTION 6.02. Liens
Indebtedness; Certain Equity Securities. (a) Each Borrower will not, and each of Holdings and each Borrower will not permit any of its subsidiaries that are Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except:
(i) Indebtedness created under the Loan Documents;
(ii) the Subordinated Debt;
(iii) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals, refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof;
Indebtedness; Certain Equity Securities. (a) CCSC will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:
(i) Indebtedness created under the Loan Documents;
(ii) the Public Debt and the other Indebtedness existing on the Effective Date and set forth in Schedule 6.01 and extensions, renewals, refinancings, refundings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof;
(iii) Indebtedness of CCSC to any Subsidiary and of any Subsidiary to CCSC or any other Subsidiary; provided that Indebtedness of any Subsidiary that is not a Loan Party to CCSC or any Subsidiary Loan Party shall be subject to Section 6.04;
(iv) (A) Guarantees by CCSC of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of CCSC or any other Subsidiary; provided that Guarantees by CCSC or any Subsidiary Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (B) Guarantees by CCSC or any Subsidiary of the obligations of a joint venture to which CCSC or any Subsidiary is a party, to the extent such Guarantees constitute investments permitted to exist under Section 6.04(g);
(v) 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;
(vi) Indebtedness constituting Permitted Capital Markets Debt;
(vii) Indebtedness incurred in the ordinary course of business under corporate purchasing cards;
(viii) Indebtedness of CCSC 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 and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; provided that (A) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of Indebtedness permitted by this clause (viii) shall not exceed $25,000,000 at any time outstanding;
(ix) Indebtedness incurred by any S...