Indebtedness of any Person that becomes a Subsidiary Sample Clauses
This clause defines how existing debts of an entity are treated when that entity becomes a subsidiary of the borrower or parent company. Typically, it specifies whether such pre-existing indebtedness is permitted to remain outstanding or must be refinanced, repaid, or otherwise addressed upon the entity's change in status. For example, if a company acquires another business, the clause will determine if the acquired company's loans or credit obligations are allowed under the parent company's financing agreements. The core function of this clause is to manage and control the risk of additional debt being introduced into the group through acquisitions, ensuring that the overall indebtedness remains within agreed limits and does not undermine the lender's security or the borrower's financial covenants.
Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof in a transaction permitted hereunder not to exceed (i) $20,000,000 in the aggregate for any such individual Subsidiary and (ii) $50,000,000 in the aggregate for all such Subsidiaries; provided that, in each case, such Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower and was not incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower);
Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof in a transaction permitted hereunder; provided that such Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower and was not incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower; provided, further, that the Loan Parties are in Pro Forma Compliance with the financial covenant set forth in Section 7.11;
Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 7.03(h), which Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower (provided, that such Indebtedness is not incurred in contemplation of such Person’s becoming a Subsidiary of the Borrower); provided, that (i) the scheduled maturity date of such Indebtedness is at least 91 days after the Maturity Date hereunder and (ii) at the time of any such incurrence of Indebtedness and after giving effect thereto on a pro forma basis, the aggregate principal amount of Indebtedness that is outstanding in reliance on this clause (g) shall not exceed $35,000,000;
Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 7.02(i), which Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower); provided that (A) the aggregate principal amount of all such Indebtedness incurred pursuant to this Section 7.03(h) shall not exceed $50,000,000 at any time outstanding, and (B) no Indebtedness may be incurred pursuant to this Section 7.03(h) in excess of $35,000,000 unless (x) the terms of such Indebtedness do not require any repayment or prepayment of such Indebtedness at any time prior to the Maturity Date and (y) the terms of such Indebtedness shall be no more restrictive than the terms of this Agreement;
Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof pursuant to an Acquisition permitted under Section 7.03(b) and any Refinance Indebtedness in respect thereof permitted by clause (g) hereof; provided that (i) such Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower (and is not incurred in contemplation of such Person’s becoming a Subsidiary of the Borrower), (ii) no Event of Default has occurred and is continuing, (iii) after giving pro forma effect thereto and to the application of the proceeds thereof (but disregarding any costs constituting proceeds thereof for the purposes of netting), the Borrower and its Subsidiaries shall be in pro forma compliance with the Financial Covenants, (iv) may only be secured by a Lien on the Collateral that is junior to the Liens securing the Obligations, and (v) the aggregate principal amount of Indebtedness outstanding in reliance on this clause (l) that is (A) secured by a Lien on the Collateral that is junior to the Liens securing the Obligations, the amount of such Indebtedness shall not exceed $10,000,000 at any time outstanding and (B) unsecured, the amount of such Indebtedness shall not exceed $10,000,000 at any time outstanding;
Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof in a transaction permitted hereunder in an aggregate principal amount not to exceed, at any time outstanding, the greater of (x) $10,000,000 and (y) 15% of Consolidated EBITDA for the then-most recently ended period for which financial statements have been delivered pursuant to Section 6.01(a) or (b), as applicable, and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness 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 and the direct or any contingent obligor with respect thereto is not changed, as a result of or in [OneSpan] Credit Agreement #520863281 connection with such refinancing, refunding, renewal or extension; and, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination, standstill and related terms (if any), and other material terms, taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the applicable Loan Party or Subsidiary or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate, in each case, as determined in good faith by the Borrower; provided, further that such Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower and was not incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower;
Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof to the extent permitted under Section 6.02(e);