Indebtedness of a Person or Indebtedness Clause Samples

The "Indebtedness of a Person" clause defines what constitutes debt or financial obligations for an individual or entity within the context of an agreement. It typically outlines the types of liabilities included, such as loans, guarantees, or other forms of borrowed money, and may specify whether contingent liabilities or off-balance-sheet items are covered. This clause ensures clarity about what financial commitments are considered when assessing a party's financial position or compliance with covenants, thereby reducing ambiguity and potential disputes regarding the scope of indebtedness.
Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Loan Party or becomes or is merged into or consolidated with a Subsidiary after the Closing date or (2) Indebtedness attaching to assets that are acquired by any Group Member after the Closing Date as the result of a Permitted Acquisition; provided, that (x) such Indebtedness existed at the time such Person became a Loan Party or became or was merged into or consolidated with a Subsidiary or at the time such assets were acquired and, in each case, was not created in contemplation thereof and (y) such Indebtedness is not guaranteed in any respect by any Group Member (other than (A) by any such Person that so becomes a Subsidiary or (B) to the extent any Group Member is otherwise permitted to guaranty such Indebtedness under another provision under this Section 6.01) and (ii) any Permitted Refinancing thereof;
Indebtedness of a Person or Indebtedness attaching to the assets of a Person that, in either case, becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person or any of its Subsidiaries) or Indebtedness attaching to the assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Initial Closing Date as the result of a transaction permitted under this Agreement, if (A) such Indebtedness existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof, and (B) such Indebtedness is not guaranteed in any respect by the Borrower or any Restricted Subsidiary (other than any such Person that so becomes a Restricted Subsidiary or is the survivor of a merger with such Person or any of its Subsidiaries), and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness;
Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary of Borrower or Indebtedness attaching to assets that are acquired by Borrower or any of its Subsidiaries, provided that (x) such Indebtedness existed at the time such Person became a Subsidiary of Borrower or at the time such assets were acquired and, in each case, was not created in anticipation thereof, and (y) such Indebtedness is not guaranteed in any respect by Borrower or any Subsidiary (other than by any such person that so becomes a Subsidiary of Borrower);
Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person or any of its Subsidiaries) or Indebtedness attaching to assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Closing Date as the result of a Permitted Acquisition or similar Investments permitted under Section 10.5; provided, that: (A) such Indebtedness existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired and, in each case, was not created in contemplation thereof; (B) such Indebtedness is not guaranteed in any respect by the Borrower or any Restricted Subsidiary (other than any such Person that so becomes a Restricted Subsidiary or is the survivor of a merger with such Person or any of its Subsidiaries); (C) before and after giving effect to such assumption of Indebtedness, no Event of Default pursuant to Sections 11.1 or 11.5 shall have occurred or be continuing; (D) after giving effect to the assumption of any such Indebtedness, to such acquisition or investment and to any related Pro Forma Adjustment (including any Pro Forma Adjustment subsequent to the end of the Test Period and occurring on or prior to the date of such incurrence), the Borrower shall be in compliance with either (i) a minimum Interest Coverage Ratio as of the Test Period most recently ended on or prior to the assumption of such Indebtedness, calculated on a Pro Forma Basis, as if such incurrence or issuance (and transaction) had occurred on the first day of such Test Period, of at least 2.00:1.00, calculated on a Pro Forma Basis, or (ii) an Interest Coverage Ratio, calculated on a Pro Forma Basis, that is no less than the Interest Coverage Ratio immediately prior to such Permitted Acquisition or Investments;
Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) or Indebtedness attaching to assets that are acquired by Borrower or any of its Restricted Subsidiaries, in each case as the result of a Permitted Acquisition; provided, that such Indebtedness existed at the time such Person became a Restricted Subsidiary (or is so merged or consolidated) or at the time such assets were acquired and, in each case, was not created in anticipation thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) hereof; provided further, that the aggregate principal amount of Indebtedness permitted by this clause (o) shall not exceed the greater of (i) $32.5 million and (ii) 40.0% of EBITDA for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent; ​
Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary or Indebtedness attaching to assets that are acquired by Borrower or any of its Subsidiaries, provided that (x) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof, (y) such Indebtedness is not guaranteed in any respect by Borrower or any Subsidiary (other than by any such person that so becomes a Subsidiary) and (z) notwithstanding the existence of such Indebtedness, the consummation of such Permitted Acquisition shall result in an increase in the Interest Coverage Ratio for each four-Fiscal Quarter Period for the remainder of the term of the Loans;
Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary, or Indebtedness attaching solely to assets that are acquired by the Borrower or any Subsidiary, in each case after the Closing Date; provided that (i) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation or contemplation thereof, (ii) such Indebtedness is not guaranteed by the Borrower or any of its Subsidiaries (other than by any Person that becomes a Subsidiary in connection with the foregoing and its Subsidiaries) and (iii) the Total Net Leverage Ratio (at the time of, and after giving effect to, the assumption thereof) does not exceed 4.50:1.00;

Related to Indebtedness of a Person or Indebtedness

  • OVERDRAFTS OR INDEBTEDNESS 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund which results in an overdraft {this shall specifically not include any day-light overdraft) because the money held by Custodian in an Account for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth ill a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodian, as such Fee Exhibit may be amended from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian for the benefit of such Fund or in which such Fund may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's credit on Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities. 2. If the Fund borrows money from any bank (including Custodian if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities held by Custodian hereunder as collateral for such borrowings, the Fund shall deliver to Custodian a Certificate specifying with respect to each such borrowing: (a) the Fund to which such borrowing relates; (b) the name of the bank, (c) the amount of the borrowing, (d) the time and date, if known, on which the loan is to be entered into, (e) the total amount payable to the Fund on the borrowing date, (f) the Securities to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities, and (g) a statement specifying whether such loan is for investment purposes or for temporary or emergency purposes and that such loan is in conformance with the '40 Act and the Fund's prospectus. Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Certificate. Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement. Custodian shall deliver such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in this Section. The Fund shall cause all Securities released from collateral status to be returned directly to Custodian, and Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that the Fund fails to specify in a Certificate the Fund, the name of the issuer, the title and number of shares or the principal amount of any particular Securities to be delivered as collateral by Custodian, Custodian shall not be under any obligation to deliver any Securities.

  • Indebtedness Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

  • Company Indebtedness To the extent reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, deliver all notices and take all other actions required to facilitate (a) the termination of commitments in respect of the Company Credit Agreement and Zions Facility and the repayment in full of all obligations in respect of any Indebtedness incurred under the Company Credit Agreement or the Zions Facility, and (b) the termination, repayment, redemption or defeasance of any other Indebtedness for borrowed money incurred by any of the Company and its Subsidiaries after the date of this Agreement and the repayment in full of all obligations in respect of such Indebtedness (it being understood that the Company shall promptly and, in any event, no later than ten days prior to the Merger Closing Date notify Parent of the amount of any such Indebtedness incurred or to be incurred and expected to be outstanding on the Merger Closing Date), and the release of any Encumbrances securing any such Indebtedness described in the foregoing clauses (a) and (b) and guarantees in connection therewith on the Merger Closing Date. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall deliver to Parent (A) at least three Business Days prior to the Merger Closing Date, a draft payoff letter and (B) at least one Business Days prior to the Merger Closing Date, executed payoff letters, with respect to the Company Credit Agreement and the Zions Facility (the “Company Payoff Letters”) in form and substance customary for transactions of this type and in all events subject to Parent’s reasonable consent, from the lenders or other applicable third party (or an authorized agent on behalf thereof) to whom such Indebtedness is owed, which Company Payoff Letters together with any related release documentation shall, among other things, include the payoff amount (the “Company Payoff Amounts”) and provide that Encumbrances (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of the Company and its Subsidiaries securing the Company Credit Agreement and Zions Facility and any other obligations secured thereby, shall, upon the payment of the Company Payoff Amounts at or prior to the Merger Closing, be released and terminated (and, as promptly as possible following the Merger Closing if not delivered prior to such time, as applicable, termination instruments or release filings of all such Encumbrances securing such Indebtedness, in form and substance reasonably satisfactory to Parent).

  • Subsidiary Indebtedness The Borrower will not permit any Domestic Subsidiary that is not an Obligor to create, incur, assume or permit to exist any Indebtedness, except: (a) obligations under the Loan Documents; (b) any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable.

  • Intercompany Indebtedness The Company shall not create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness arising from loans from any Subsidiary to the Company unless (a) such Indebtedness is unsecured and (b) such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent.