Limitation on Additional Indebtedness Clause Samples

Limitation on Additional Indebtedness. The Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively to "incur") any Indebtedness (including any Acquired Indebtedness), except for Permitted Indebtedness; provided, that (A)(i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness and Buildout Indebtedness) and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), either (X) the ratio of Total Consolidated Indebtedness to Consolidated Pro Forma Operating Cash Flow would not be greater than or equal to 5.5 to 1.0 if such Indebtedness is incurred prior to October 15, 2000 or 5.0 to 1.0 if such Indebtedness is incurred on or after October 15, 2000 or (Y) the ratio of Total Consolidated Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 and (B) on or after October 15, 2002, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), the ratio of Total Affiliate Indebtedness to Affiliate Pro Forma Operating Cash Flow of such Restricted Affiliate would not be greater than or equal to 4.0 to 1.0. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant, the Company in its sole discretion shall classify such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such types.

Limitation on Additional Indebtedness. Until the Full Payment Triggering Date, the Company shall not, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for the payment of, contingently or otherwise (collectively, "Incur"), any Indebtedness. The foregoing limitation of this Section 4.7 shall not apply to: (i) Indebtedness of the Company under this Indenture or represented by the Notes; (ii) Indebtedness of the Company specifically contemplated by the Plan to be outstanding on the Effective Date as listed on Schedule I hereto; (iii) Indebtedness of the Company that constitutes a Capital Infusion in respect of which the Company has not defaulted in its obligations under Section 3.7 or 4.17 hereof; (iv) Indebtedness of the Company Incurred in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund (collectively, "Refinance"), Indebtedness permitted by clauses (i), (ii) or (iii) of this Section 4.7 (the "Refinancing Indebtedness"); provided, however, that (A) the principal amount of such Refinancing Indebtedness shall not exceed the then outstanding principal amount of the Indebtedness of the Company so extended, refinanced, renewed, replaced, substituted or refunded (including the reasonable out-of-pocket costs of issuance, any interest and accrued expenses owing in respect of such Refinanced Indebtedness, in each case accrued from the first day of the month in which such refinancing occurs, and any prepayment premium owing in respect of such Refinanced Indebtedness), (B) such Refinancing Indebtedness ranks, relative to the Notes, no more senior than the Indebtedness being Refinanced thereby, (C) such Refinancing Indebtedness bears interest at or below a market rate, (D) such Refinancing Indebtedness shall not be secured by any Lien on any property of the Company except to the extent that there is a Lien on such property as security for the Indebtedness being Refinanced, and (E) such Refinancing Indebtedness (1) shall have an Average Life not less than and a stated maturity (including any extensions available at the option of the Company) not earlier than, the Average Life and stated maturity (including any extensions available at the option of the Company), respectively, of the Indebtedness being Refinanced or (2) shall not have a scheduled maturity (including any extensions available at the option of the Company), principal repayment, sinking fund payment or mandatory redemption on o...

Limitation on Additional Indebtedness. (a) The Company will not, and will not permit any Restricted Subsidiary, directly or indirectly, to incur, contingently or otherwise, any Indebtedness, except for Permitted Indebtedness; PROVIDED that the Company will be permitted to incur Indebtedness if after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), the ratio of (x) Total Consolidated Indebtedness outstanding as of the date of such incurrence to (y) Annualized Pro Forma Consolidated Operating Cash Flow would be greater than zero and less than or equal to 6 to 1. (b) The Company will not incur any Subordinated Indebtedness unless such Indebtedness by its terms expressly prohibits the payment by the Company of any assets or securities (including Common Stock) to the holders of such Subordinated Indebtedness prior to the payment in full of the Securities in the event of a bankruptcy or reorganization.

Limitation on Additional Indebtedness. Neither Borrower nor any of its Subsidiaries shall, directly or indirectly, incur or suffer to exist any Indebtedness; provided that Borrower and its Subsidiaries may incur: (a) Indebtedness under this Agreement; (b) Indebtedness secured by Liens permitted under Section 9.03(b), 9.03(c), 9.03(d), 9.03(e), 9.03(h), 9.03(l) and 9.03(m), but only to the extent of the Indebtedness related thereto; (c) Indebtedness existing on the Closing Date and set forth on Schedule 9.05(c) of the Disclosure Letter; (d) unsecured Indebtedness in an aggregate principal amount at any time outstanding not to exceed [*****]; (e) other unsecured Indebtedness which does not represent borrowed money, capital leases or purchase money obligations in an aggregate principal amount at any time outstanding not to exceed $[*****], provided such was incurred in the ordinary course of business; (f) Indebtedness arising out of the refinancing, extension, renewal or refunding of any Indebtedness permitted by any of the foregoing clauses of this Section 9.05, provided that such Indebtedness is not increased and is not secured by any additional assets; and (g) intercompany Indebtedness (i) among the Borrower Parties and (ii) owing by any Foreign Subsidiary to any other Foreign Subsidiary or any Borrower Party. [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.

Limitation on Additional Indebtedness. The Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or in any manner become directly or indirectly liable, contingently or otherwise, for the payment of (in each case, to “incur”), any Indebtedness (including, without limitation, any Redeemable Capital Stock), unless at the time of such incurrence, and after giving pro forma effect to the receipt and application of the proceeds of such Indebtedness, the Consolidated Fixed Charge Coverage Ratio of the Partnership is greater than 2.00 to 1. Notwithstanding the foregoing, the Partnership and its Restricted Subsidiaries may incur Permitted Indebtedness.

Limitation on Additional Indebtedness. The Company will not, and will not permit any Restricted Subsidiary to, create, incur, assume, issue, guarantee or in any other manner become directly or indirectly liable, contingently or otherwise, for or with respect to (in any such case, to "incur") any Indebtedness (including any Acquired Indebtedness); provided that the Issuers and the Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness) if after giving pro forma effect to such incurrence (including the application or use of the net proceeds therefrom to repay Indebtedness or make any Restricted Payment) either (a) the ratio of (x) Total Consolidated Indebtedness to (y) Annualized Pro Forma Consolidated Operating Cash Flow would be less than (A) 7.0 to 1.0, if the Indebtedness is to be incurred prior to July 1, 2002, or (B) 6.0 to 1.0, if the Indebtedness is to be incurred on or after July 1, 2002, or (b) in the case of any incurrence of Indebtedness prior to July 1, 2002 only, Total Consolidated Indebtedness would be equal to or less than 70% of Total Invested Capital. Notwithstanding the foregoing, the Issuers and, to the extent specified, the Restricted Subsidiaries will be permitted to incur each and all of the following (each of which shall be given independent effect):

Limitation on Additional Indebtedness. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur, any Indebtedness (including any Acquired Indebtedness), except for Permitted Indebtedness (including Acquired Indebtedness to the extent it would constitute Permitted Indebtedness); provided, however, that (i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness) and (ii) a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if, in either case, immediately after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), the ratio of Total Consolidated Indebtedness to Consolidated Annualized Pro Forma Operating Cash Flow would be less than 6.0 to 1.0. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant, the Company in its sole discretion shall classify such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such types.

Limitation on Additional Indebtedness. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, incur (as defined herein) any Indebtedness (including Acquired Indebtedness) other than Permitted Indebtedness; provided, however, that the Company or its Subsidiaries may incur Indebtedness (including Acquired Indebtedness) (a) if (i) after giving effect on a pro forma basis to the incurrence of such Indebtedness and to the extent set forth in the definition of Consolidated Fixed Charge Coverage Ratio the receipt and application of the proceeds thereof, the Company's Consolidated Fixed Charge Coverage Ratio would be greater than 2.0 to 1; and (ii) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness and (b) in connection with a Permitted Mortgage Financing.

Limitation on Additional Indebtedness. Neither Borrower nor any of its Subsidiaries shall, directly or indirectly, incur or suffer to exist any Indebtedness; provided that Borrower and it Subsidiaries may incur: (a) Indebtedness under this Agreement; (b) Indebtedness secured by Liens permitted under Section 10.03 other than Section 10.03(b) (but, in the case of Liens permitted under Section 10.03(a), only to the extent of the Indebtedness related thereto); (c) any other Indebtedness of Borrower, which by its terms (or by the terms of any agreement governing such Indebtedness) is fully subordinated in right of payment to the Loans; (d) capital leases and leasehold improvements consistent with past practices; or (e) other unsecured Indebtedness of Borrower not to exceed [*****].