Incurrence of Indebtedness Clause Samples
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Incurrence of Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, immediately after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the aggregate principal amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis would be greater than 65% of Adjusted Total Assets as of any date of Incurrence.
(b) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Subsidiary Indebtedness or any Secured Indebtedness if, immediately after giving effect to the Incurrence of such Subsidiary Indebtedness or Secured Indebtedness and the receipt and application of the proceeds therefrom, the aggregate principal amount of all outstanding Subsidiary Indebtedness and Secured Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis would be greater than 45% of Adjusted Total Assets as of any date of Incurrence.
(c) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio of the Company and its Restricted Subsidiaries on a consolidated basis would be less than 2.0 to 1.0 (calculated on a Pro Forma Basis).
(d) Notwithstanding clauses (a), (b) and (c) of this Section 4.08, the Company or any of its Restricted Subsidiaries may Incur each and all of the following:
(1) Indebtedness of the Company or any of the Subsidiary Guarantors outstanding under Credit Facilities and the issuance or creation of letters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof), in an aggregate principal amount at any one time outstanding not to exceed the sum of (1) (x) $3,400.0 million plus (y) the aggregate principal amount of any outstanding Incremental Term Loans (provided that after giving pro forma effect to any such incurrences of Indebtedness pursuant to this clause (y), the Company and its Restricted Subsidiaries are in compliance with paragraphs (a) and (b) above) plus (2) in the case of any refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued an...
Incurrence of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness (other than (i) the Indebtedness evidenced by this Note and the Other Notes and (ii) other Permitted Indebtedness).
Incurrence of Indebtedness. Directly or indirectly, incur or guarantee, assume or suffer to exist any indebtedness, other than the indebtedness evidenced by the Convertible Debentures and other Permitted Indebtedness. “
Incurrence of Indebtedness. Except for Debt incurred pursuant to the Company Note and liabilities incurred pursuant to or in connection with the Transaction Documents or otherwise permitted therein, the Seller shall not (i) create, incur or permit to exist any Debt or liability, (ii) cause or permit to be issued for its account any letters of credit or bankers’ acceptances, or (iii) enter into any swap or derivative contract.
Incurrence of Indebtedness. The Lessee covenants that it will not incur or assume after the commencement date hereof any Indebtedness without compliance with the following requirements; however, the Lessor may waive any of the requirements contained in this Section upon consideration of a written request from Lessee setting forth the reasons for requesting such a waiver. The Lessee may incur Indebtedness in compliance with one or more of the following:
(a) Long-Term Indebtedness if there is delivered to the Lessor:
i. An Accountant's Certificate stating, as of the time immediately after the incurrence of such Indebtedness, that the Debt Service Coverage Ratio for the Fiscal Year immediately preceding the date of incurrence of such Indebtedness for which audited financial statements are available, computed as if such proposed Indebtedness had been incurred at the beginning of such period, was not less than 90%; or
ii. A Lessee Consultant's Certificate stating, that the Debt Service Coverage Ratio is forecasted to be an amount not less than 100%. Provided that the Lessee Consultant's Certificate required by this paragraph shall not be required if the Lessee furnishes the County a certificate of an Authorized Representative of the Lessee demonstrating that the Debt Service Coverage Ratio for each of two Fiscal Years immediately preceding the date of incurrence of such Indebtedness for which audited financial statements are available, computed as if beginning of such period, has been not less than 125%. The foregoing requirements of subparagraph (a)(ii) of this subsection (1) are subject to the qualification that, if in the opinion of a Health Care Consultant (which, if requested by Lessor, is accompanied by a legal opinion supporting the conclusions of the Health Care Consultant) applicable laws or regulations have prevented or will prevent the Lessee from generating the amount of Net Income Available for Debt Service required to be generated by such requirements as a prerequisite to the incurrence of Indebtedness, the Lessee shall be deemed to have satisfied such requirement if the Lessee will generate the maximum amount of Net Income Available for Debt Service which in the opinion of such Health Care Consultant can reasonably be generated given such laws and regulations, provided that in no event shall the Lessee be deemed to have satisfied such requirement if the Debt Service Coverage Ratio which can be generated is less than 80%;
(b) Short-Term Indebtedness provided that immediately...
Incurrence of Indebtedness. Immediately upon the incurrence or issuance by any Credit Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness permitted pursuant to Section 7.02), the Borrower shall prepay the Obligations in an amount equal to the sum of (i) 100% of such Net Cash Proceeds so received plus (ii) the applicable Early Termination Premium (such prepayments shall be directed to the Collection Account and applied in accordance with the application of payments specified in Section 8.03).
Incurrence of Indebtedness. So long as this Note is outstanding, the Company shall not, and the Company shall not permit any of its Subsidiaries to, directly or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness, other than (i) the Indebtedness evidenced by the Notes, (ii) Permitted Indebtedness and (iii) Indebtedness incurred solely to repay the Notes at Maturity and which has a maturity later than and is pari passu or junior in right of payment to the Notes.
Incurrence of Indebtedness. (i) So long as this Note is outstanding, the Company shall not, and the Company shall not permit any of its Subsidiaries to, directly or indirectly, incur or guarantee or assume any Indebtedness other than (x) Permitted Indebtedness and (y) any additional Indebtedness (other than Indebtedness described in clause (iv) of the definition of “Permitted Indebtedness”) that (1) either (A) does not contain any issuances of any equity securities of the Company or any of its Subsidiaries (other than the Warrants) in the event that, as of the applicable time of determination, the Company shall have not yet obtained the Stockholder Approval (as defined in the Exchange Agreement), or (B) does not contain any material equity component in the event that, as of the applicable time of determination, the Company shall have, on or prior to such time, obtained the Stockholder Approval, and (2) the ratio of Consolidated Funded Indebtedness of the Company and its Subsidiaries to TTM EBITDA of the Company and its Subsidiaries for the twelve month period most recently ended (as measured as of the end of the most recently completed fiscal quarter) does not exceed 3.50 to 1.00 (both immediately prior to the incurrence, guarantee or assumption of such additional Indebtedness and immediately after giving effect thereto). For the avoidance of doubt, this Note and the Other Notes shall not be included in the incurred indebtedness calculation of clause Section 13(b)(i)(y) above.
(ii) For purposes of this Section 13(b), “Consolidated Funded Indebtedness” and “TTM EBITDA” shall have the meanings set forth in Section 29 hereof.
Incurrence of Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), in each case if, on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0 (such Indebtedness, “Ratio Indebtedness”); provided, however, that (x) the amount of Indebtedness (including Acquired Indebtedness) that may be incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors shall not exceed $400.0 million at any one time outstanding and (y) if such Ratio Indebtedness is to be used in whole or in part to finance a Limited Condition Acquisition, such calculation shall be determined solely as of the date on which the definitive documentation with respect to such Limited Condition Acquisition is entered into.
Incurrence of Indebtedness. (a) The Borrower will not, directly or indirectly, create, incur, assume, permit, suffer to exist or otherwise be or become liable with respect to, contingently or otherwise (collectively, “incur”) any Replacement Debt unless the Borrower shall have demonstrated, by delivery of an updated Base Case Forecast that (after taking into account the incurrence of such Replacement Debt) the Credit Agreement Projected DSCR commencing on the Initial Principal Payment Date and for each rolling four Fiscal Quarter period (as of the end of each Fiscal Quarter) through the Notional Amortization Period shall not be less than 1.40:1.00; provided, that for purposes of this clause (i) the Credit Agreement Projected CFADS used to calculate the Credit Agreement Projected DSCR shall assume, if such Replacement Debt is incurred prior to the Project Completion Date, that all Senior Secured Debt Commitments will be fully drawn, a Specified Rating Reaffirmation shall have occurred, the weighted average life to maturity of the Replacement Debt shall be longer than the weighted average life to maturity of the Senior Secured Debt being replaced, and the final maturity date of the Replacement Debt shall occur after the maturity date of the Senior Secured Debt being replaced.
(b) The Borrower will not incur any Supplemental Debt (other than Funding Shortfall Debt which shall be governed by Section 7.3(d) below) in an amount greater than $250,000,000 unless the Borrower shall have demonstrated by delivery of an updated Base Case Forecast that (after taking into account the incurrence of such Supplemental Debt) the Credit Agreement Projected DSCR commencing on the Initial Principal Payment Date and for each rolling four Fiscal Quarter period (as of the end of each Fiscal Quarter) through the Notional Amortization Period shall not be less than 1.40:1.00; provided, that for purposes of this clause (i), the Credit Agreement Projected CFADS used to calculate the Credit Agreement Projected DSCR shall assume that all commitments for Supplemental Debt will be fully drawn as of the date on which such Supplemental Debt is incurred and Kroll reaffirms that the rating of the Senior Loans will not, as a result of the incurrence of such Supplemental Debt, be lower than the lower of (A) BBB and (B) the rating of the Senior Loans by Kroll immediately prior to such incurrence of such Supplemental Debt.
(c) The Borrower will not incur any Relevering Debt unless prior to the Project Completion Date, (A) ...