Borrowings and Guaranties Clause Samples
The 'Borrowings and Guaranties' clause defines the rules and limitations regarding a party's ability to incur debt or provide guarantees for the obligations of others. Typically, this clause outlines the conditions under which a party may take on new loans or guarantee third-party debts, often requiring prior consent from the other contracting party or restricting such actions to certain thresholds. Its core function is to manage financial risk by preventing excessive indebtedness or unapproved guarantees that could jeopardize the financial stability of the party or the interests of the other parties involved.
Borrowings and Guaranties. No Borrower shall, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of Debt, or otherwise agree to provide funds for payment of the obligations of another in respect of Debt, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to prevent:
(a) the Obligations of the Borrowers and the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates);
(b) obligations of any Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes;
(c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business;
(d) intercompany advances from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary;
(e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;
(f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s b...
Borrowings and Guaranties. 76 Section 7.2 Liens. ........................................................................................................ 78 Section 7.3 Investments, Acquisitions, Loans and Advances. .................................... 79 Section 7.4 ▇▇▇▇▇▇▇, Consolidations and Sales. ......................................................... 81 Section 7.5 Maintenance of Subsidiaries. ................................................................... 82 Section 7.6
Borrowings and Guaranties. None of the Borrowers shall, nor shall they permit any of their respective Subsidiaries to, issue, incur, assume, create or have outstanding any Indebtedness, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent:
(a) the Obligations;
(b) purchase money indebtedness, Capitalized Lease Obligations or other indebtedness of LoJack and its Subsidiaries in an amount not to exceed the Dollar Equivalent of $2,000,000 in the aggregate at any one time outstanding;
(c) obligations arising out of non-speculative interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in the ordinary course of business;
(d) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business;
(e) intercompany advances from time to time owing by any Guarantor to LoJack or another Guarantor or Borrower, or owing by LoJack or any Guarantor to any Borrower;
(f) intercompany advances from time to time owing by any Subsidiary (other than a Borrower or Guarantor) to LoJack or any Guarantor, to the extent permitted under Section 9.3; and
(g) indebtedness of LoJack and its Subsidiaries disclosed on Schedule 9.1 hereof.
Borrowings and Guaranties. Such Borrower shall not issue, incur, assume, create or have outstanding any Debt nor be or remain liable, whether as endorser, surety, guarantor or otherwise, for or in respect of any liability or Debt of any other Person other than:
(a) indebtedness arising under or pursuant to this Agreement or the other Loan Documents;
(b) the liability of such Borrower arising out of the endorsement for deposit or collection of commercial paper received in the ordinary course of business;
(c) Debt of such Borrower (other than for borrowed money) incurred in the ordinary course of business or permitted to be incurred in accordance with the investment policies of the relevant Borrower’s investment policies as described in its Prospectus; and
(d) Debt created pursuant to the Custody Agreement of such Borrower in an aggregate principal amount not to exceed $500,000 at any time.
Borrowings and Guaranties. Such Borrower shall not issue, incur, assume, create or have outstanding any Debt nor be or remain liable, whether as endorser, surety, guarantor or otherwise, for or in respect of any liability or Debt of any other Person other than:
(a) Debt arising under or pursuant to this Agreement or the other Loan Documents, and any other Debt owing by such Borrower to the Lender;
(b) the liability of such Borrower arising out of the endorsement for deposit or collection of commercial paper received in the ordinary course of business;
(c) any Permitted Hedging Transaction;
(d) obligations of such Borrower pursuant to any repurchase investment issued by such Borrower in connection with any tender offer; and
(e) Debt of such Borrower (other than for borrowed money) incurred in the ordinary course of business or permitted to be incurred in accordance with the investment policies of the relevant Borrower’s investment policies as described in its Organizational Documents (or as prescribed by its Board of Directors or other governing body), including, without limitation, in respect of subscriptions to purchase hedge fund investments.
Borrowings and Guaranties. The Borrower shall not issue, incur, assume, create, or have outstanding any Indebtedness for Borrowed Money, or be or become liable as endorser, guarantor, surety, or otherwise for any debt, obligation, or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another Person against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of Person another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent:
(a) the Obligations of the Borrower owing to the Bank under the Loan Documents and other indebtedness and obligations of the Borrower owing to the Bank;
(b) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business;
(c) indebtedness to the Surety Policy Provider in connection with the Insurance Agreement; and
(d) Debt not otherwise permitted hereby, provided that the aggregate principal amount thereof shall not exceed $200,000.
Borrowings and Guaranties. The Borrower shall not, nor shall it permit any Borrower Subsidiary to, issue, incur, assume, create or have outstanding any Indebtedness for Borrowed Money, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent:
Borrowings and Guaranties. 32 Section 7.16. Investments, Loans, Advances and Acquisitions.33 Section 7.17. Sale of Property..............................35 Section 7.18. Notice of Suit or Adverse Change in Business or Default.......................35 Section 7.19. ERISA.........................................35 Section 7.20. Supplemental Performance......................35 Section 7.21. Use of Proceeds...............................35 Section 7.22. Compliance with Laws, etc.....................36 Section 7.23. Environmental Covenant........................36 Section 7.24. No Restrictions on Subsidiaries...............36 SECTION 8. EVENTS OF DEFAULT AND REMEDIES....................37 Section 8.1. Definitions...................................37 Section 8.2. Remedies for Non-Bankruptcy Defaults..........39 Section 8.3. Remedies for Bankruptcy Defaults..............39 Section 8.4. L/Cs..........................................39
Borrowings and Guaranties. The Guarantor shall not, nor shall it permit any of its Subsidiaries to, issue, incur, assume, create or have outstanding any Debt, or be or become liable as endorser, guarantor, surety or otherwise for any Debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another Person, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent:
(a) Debt of the Guarantor under this Agreement; and
(b) Obligations and liabilities arising under the Deed of Charge, the Subordination Agreement, the Shareholders Agreement and the Unanimous Shareholders Agreement.
Borrowings and Guaranties. Neither the Company nor any Subsidiary will issue, incur, assume, create or have outstanding any indebtedness for borrowed money (including as such all indebtedness representing the deferred purchase price of Property and all obligations of the Company and its Subsidiaries with respect to letters of credit and banker's acceptances) or customer advances, nor be or remain liable, whether as endorser, surety, guarantor or otherwise, for or in respect of any liability or indebtedness of any other Person other than:
(a) indebtedness of the Company arising under or pursuant to this Agreement or the other Loan Documents;
(b) the liability of the Company or any Subsidiary arising out of the endorsement for deposit or collection of commercial paper received in the ordinary course of business;
(c) indebtedness of the Company existing on the date hereof and disclosed to the Banks in the August 31, 1998 financial statements referred to in Section 5.3 hereof;
(d) indebtedness not otherwise permitted by this Section 7.12 which is incurred, directly or indirectly, to finance the acquisition of Property;