Limitation on Incurrence of Indebtedness Clause Samples
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Limitation on Incurrence of Indebtedness. (a) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness, other than Intercompany Indebtedness, if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication):
(1) the Total Assets of the Issuer and its Subsidiaries as of the end of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and
(2) the purchase price of any assets included in the definition of Total Assets acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire items included in the definition of Total Assets or used to reduce indebtedness), by the Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness.
(b) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that:
(1) such Indebtedness and any other Indebtedness incurred by the Issuer and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period;
(2) the repayment or retirement of any other Indebtedness by the Issuer and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such ...
Limitation on Incurrence of Indebtedness. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, issue any Indebtedness (other than the Indebtedness represented by the Senior Notes and the Series C Senior Notes in an amount not to exceed $270 million in the aggregate) unless the Company's Cash Flow Coverage Ratio for its four full fiscal quarters next preceding the date such additional Indebtedness is issued would have been at least 2.00 to 1, if such date is on or prior to November 15, 1998, and 2.25 to 1 thereafter, in each case determined on a Pro Forma basis (including, for this purpose, any other Indebtedness incurred since the end of the applicable four quarter period) as if such additional Indebtedness and any other Indebtedness issued since the end of such four- quarter period had been issued at the beginning of such four-quarter period.
(b) Section 4.07(a) shall not apply to the issuance of (i) Indebtedness of the Company and/or its Restricted Subsidiaries as measured on such date of issuance in an aggregate principal amount outstanding on any such date of issuance not exceeding the greater of (A) $115,000,000 aggregate principal amount pursuant to the New Credit Agreement and (B) an aggregate principal amount up to the sum of (1) 85% of the book value of the Receivables of the Company and its Restricted Subsidiaries on a consolidated basis and (2) 65% of the book value of the inventories of the Company and its Restricted Subsidiaries on a consolidated basis; provided that the aggregate principal amount of Indebtedness outstanding under this clause (i) together with the aggregate principal amount of Indebtedness outstanding under clause (iv) below shall not exceed $120.0 million in aggregate principal amount at any one time outstanding; (ii) Indebtedness of the Company and its Restricted Subsidiaries pursuant to any Receivables Financing; (iii) Indebtedness of the Company and its Restricted Subsidiaries in connection with capital leases, sale and leaseback transactions, purchase money obligations, capital expenditures or similar financing transactions relating to (A) their properties, assets and rights as of the date of original issuance of the Series C Senior Notes up to $5,000,000 in aggregate principal amount or (B) their properties, assets and rights acquired after the date of original issuance of the Series C Senior Notes, provided that the aggregate principal amount of such Indebtedness under this Section 4.07(b)(iii)(B) does not exceed 100% of the cost of suc...
Limitation on Incurrence of Indebtedness. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, issue any Indebtedness (other than the Indebtedness represented by the Credit Agreement, the Senior Notes and the Senior PIK Notes) unless the Company's Consolidated Senior Leverage Ratio for the last full fiscal quarter immediately preceding the date such additional Indebtedness is issued would have been at least 3.5 to 1 determined on a Pro Forma Basis (including, for this purpose, any other Indebtedness incurred since the end of the applicable four- quarter period) as if such additional Indebtedness and any other Indebtedness issued since the end of such quarter had been issued at the beginning of such quarter.
Limitation on Incurrence of Indebtedness. The Indenture imposes a limitation on the ability of the Company and any of its Subsidiaries to incur additional Indebtedness. The limitation is subject to certain qualifications and exceptions.
Limitation on Incurrence of Indebtedness. (a) Except as otherwise set forth in this Section 4.20, the ------------ Company shall not and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guaranty or otherwise become directly or indirectly liable with respect to, including as a result of an acquisition, merger or consolidation, extend the maturity of, or otherwise become responsible for, contingently or otherwise (collectively, "incur") any Indebtedness or any ----- Disqualified Capital from and after the Closing Date.
(b) Notwithstanding Section 4.20(c) and in addition to --------------- Indebtedness and Disqualified Capital permitted to be incurred under Section ------- 4.20(c), the Company or any Subsidiary may incur Indebtedness or Disqualified ------- Capital if, and to the extent that, (i) 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 (ii) on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Company for the --------------- Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness or Disqualified Capital is greater than 2.0 to 1.0.
(c) Notwithstanding Section 4.20(b) and in addition to --------------- Indebtedness and Disqualified Capital permitted to be incurred under Section ------- 4.20(b), the Company and its Subsidiaries may incur the following Indebtedness: -------
(i) Indebtedness evidenced by the Securities and the Guarantees; (ii) Existing Indebtedness; (iii) non-recourse Indebtedness incurred in the ordinary course of business for Purchase Money Obligations; (iv) Indebtedness in respect of performance, completion, payment, guarantee, surety and similar bonds, banker's acceptances or letters of credit provided by the Company in the ordinary course of business; (v) Indebtedness under any Working Capital Line in an amount at any one time not to exceed $40,000,000; (vi) Permitted Construction Financing in an amount at any one time not to exceed $80,000,000; (vii) Calabasas Financing; and (viii) Refinancing Indebtedness; provided, however, that to the extent any -------- ------- Indebtedness permitted pursuant to clause (ii), (v) or (viii) of this paragraph ----------- --- ------ is repaid with the proceeds from Asset Sales in accordance with the procedures described in Section 4.16, such Indebtedness may not be reincurre...
Limitation on Incurrence of Indebtedness. (a) The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness), except for Permitted Indebtedness; provided, however, that the Company and its Subsidiaries may Incur Indebtedness (including Acquired Indebtedness) if, at the time of Incurrence of such Indebtedness, after giving pro forma effect to such Incurrence as of such date and to the use of proceeds therefrom (including the application or the use of the net proceeds therefrom to repay Indebtedness or make any Restricted Payment)
(i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a pro forma basis to, such Incurrence of Indebtedness and (ii) on the date of such Incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such Incurrence of Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would exceed 1.75 to 1 (the "Debt Incurrence Ratio").
Limitation on Incurrence of Indebtedness. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) create, incur, issue, assume, guaranty or otherwise become directly or indirectly liable with respect to, contingently or otherwise (collectively, "incur"), any Indebtedness (including Acquired Debt) or (ii) issue any Disqualified Stock; PROVIDED, HOWEVER, that the Company may incur Indebtedness or issue shares of Disqualified Stock and any Restricted Subsidiary may incur Acquired Debt, in each case if (w) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA basis to such incurrence or issuance, (x) the Company has made the then most recent payment of interest due under the Notes entirely in cash and without issuing any PIK Notes, and (y) the Interest Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least equal to the ratio set forth below opposite the period in which such incurrence or issuance occurs, determined on a PRO FORMA basis (including a PRO FORMA application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period:
Limitation on Incurrence of Indebtedness. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, issue any Indebtedness (other than the Indebtedness represented by the Securities and the Guarantees), except that the Company and any Restricted Subsidiaries may issue additional Indebtedness if the Company's Cash Flow Coverage Ratio for its four full fiscal quarters next preceding the date such additional Indebtedness is issued would have been at least 2.00 to 1 on or prior to the second anniversary of the Issue Date and 2.25 to 1 thereafter determined on a Pro Forma Basis ([increasing ratio over time?](including, for this purpose, any other Indebtedness issued and any acquisition or sale consummated, since the end of the applicable four-quarter period) as if such additional Indebtedness and any other Indebtedness issued since the end of such four-quarter period had been issued at the beginning of such four-quarter period.
(b) The foregoing limitations shall not apply to the issuance of: (i) Indebtedness of the Company and the Restricted Subsidiaries under the New Credit Facility in an aggregate principal amount at any one time outstanding not to exceed the greater of (x) $75,000,000 or (y) the sum of (i) 85% of the book value of the accounts receivable of the Company and the Restricted Subsidiaries taken as a whole and (ii) 50% of the book value of the inventory of the Company and the Restricted Subsidiaries taken as a whole;
Limitation on Incurrence of Indebtedness. (a) The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness), except for Permitted Indebtedness; provided, however, that the Company and its Subsidiaries may Incur Indebtedness (including Acquired Indebtedness) if, at the time of Incurrence of such Indebtedness, after giving pro forma effect to such Incurrence as of such date and to the use of proceeds therefrom (including the application or the use of the net proceeds therefrom to repay Indebtedness or make any Restricted Payment)
Limitation on Incurrence of Indebtedness. (a) Parent shall not, and shall not permit any Restricted Subsidiary to, incur, directly or indirectly, any Indebtedness; provided that Issuer or any -------- Guarantor may incur Indebtedness if, immediately after giving effect to such incurrence, the Consolidated Coverage Ratio is at least 2.0 to 1.0 (this proviso, the "Coverage Ratio Exception"). ------------------------
(b) The foregoing Section 4.9(a) will not prohibit incurrence of the following Indebtedness (collectively, "Permitted Indebtedness"): -----------------------
(1) the Notes issued on the Issue Date and any Guarantees;
(2) Indebtedness of Parent or any Restricted Subsidiary to the extent outstanding on the Issue Date (other than Indebtedness under the Credit Facility);
(3) Indebtedness of Parent or any Restricted Subsidiary under the Credit Facility in an aggregate amount at any time outstanding pursuant to this clause (3) (including amounts outstanding on the date of this Indenture) not to exceed the greater of