Retained Indebtedness Clause Samples

The Retained Indebtedness clause defines specific debts or financial obligations that a party is permitted to keep or maintain despite other restrictions in an agreement. Typically, this clause lists or describes certain loans, credit lines, or other liabilities that are excluded from broader debt limitations imposed elsewhere in the contract. By clearly identifying which debts are allowed to remain outstanding, the clause ensures both parties understand the scope of permitted financial obligations, thereby preventing disputes and providing clarity regarding ongoing liabilities.
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Retained Indebtedness. “Retained Indebtedness” means the Indebtedness of the Company that Parent, at its option, elects for Company to retain at the Closing, which shall be set forth on Part 1.6(c) of the Disclosure Schedule.
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Retained Indebtedness. The parties acknowledge and agree that in the event any Indebtedness of the Company or Subsidiaries (or any portion thereof) is discharged by the Company or Subsidiaries on the Closing Date, but after the Effective Time, (i) such discharge will be outside the ordinary course of business, and (ii) consistent with Treasury Regulation Section 1.338-1(d), (a) the parties will report the discharge of such Indebtedness for federal, and applicable state, income Tax purposes as occurring at the beginning of the day following the Closing and (b) all tax consequences associated with the discharge of such Indebtedness shall be reported by the Company or Subsidiaries in the taxable period beginning on the day after the Closing Date.
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Retained Indebtedness. The assignment of the Partnership Interests in Partnerships 4, 5 and 6 and/or the conveyance of Parcels 4, 5 and 6 as contemplated hereunder will, if not approved by Lutheran Brotherhood and Prudential respectively, constitute grounds for acceleration of the Retained Indebtedness.
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Retained Indebtedness. (a) At the time of the Closing, the Company shall have (i) no assets other than the shares of the capital stock of the Subsidiary and (ii) no indebtedness or liabilities, and any indebtedness or liabilities which may exist pursuant to, under, with respect to, or in connection with, the Assumed Debt, of which the outstanding balance was $28,664,688 as of September 30, 1996. Prior to or simultaneously with the Closing, all intercompany balances between or among the Company, the Subsidiary, the Seller and any Other Entity shall have been canceled, and the Company and the Subsidiary shall have been completely discharged from any indebtedness to any third party (other than pursuant to, under, with respect to, or in connection with the Assumed Debt) and shall have no further obligations under the Loan Agreement (and all liens thereunder shall have been released). (b) The Company shall deliver a statement to the Buyer and Mayflower, no later than two days prior to the Closing Date, setting forth the anticipated balance of the Assumed Debt on the Closing Date.
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Retained Indebtedness. (a) On the Closing Date, the only interest bearing and non-interest bearing liabilities and obligations for borrowed money or other amounts due to the Sellers or other Affiliates of the Company or to third parties that the Purchaser will assume are those set forth on Schedule 2.4 attached hereto (collectively, the “Retained Liabilities”). The Company and the Sellers represent and warrant to the Purchaser that all Contracts evidencing the previously mentioned Retained Liabilities are set forth on Schedule 2.4 hereto. (b) The Company shall be responsible for obtaining and/or confirming cancellation on or prior to the Closing Date of that certain “Officer Loan” dated June 12, 2009, which has an outstanding amount due of $412,332.42, and all other interest bearing and non-interest bearing liabilities and obligations for borrowed money or other amounts due to the Sellers or other Affiliates of the Company or to third parties and any other liabilities or obligations not specifically set forth in Section 2.4(a) (collectively, the “Retired Indebtedness and Obligations”).
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Retained Indebtedness. The Purchaser hereby acknowledges and agrees that the Company will retain the Midcap Obligations, including, without limitation, the aggregate principal amount (a) the term facility, which at Closing is equal to $1,015,650, plus (b) the revolving credit facility, which at Closing is equal to $8,600,000 (collectively, the “Retained Indebtedness”).
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Retained Indebtedness. (a) The outstanding balance of the Assumed Debt was $28,664,688 as of September 30, 1996. Prior to or simultaneously with the Closing, all intercompany balances between or among the Company, the Seller and any Other Entity shall have been canceled, and the Company shall have been completely discharged from any indebtedness to any third party (other than pursuant to, under, with respect to, or in connection with the Assumed Debt) and shall have no further obligations under the Loan Agreement (and all liens thereunder shall have been released). (b) The Company shall deliver a statement to the Buyer and Mayflower, no later than two days prior to the Closing Date, setting forth the anticipated balance of the Assumed Debt on the Closing Date.
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Retained Indebtedness. (a) Retained Indebtedness shall be determined based on a written confirmation of such indebtedness owing at Closing provided by the applicable lender/lessor, failing which it shall be determined in accordance with generally accepted accounting principles and on a basis consistent with the preparation of the Financial Statements on a consolidated basis for the Company and the Company’s Subsidiaries. (b) The Sellers agree to use commercially reasonable efforts to obtain any consents required under the Retained Indebtedness for completion of the transactions contemplated by this Agreement (without involving the expenditure of any funds by the Company, the Company’s Subsidiaries or the Sellers). In the event that any such required consents cannot be obtained prior to Closing, such Retained Indebtedness for which consent cannot be obtained shall cease to be Retained Indebtedness and shall become Closing Indebtedness for all purposes under this Agreement.
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Related to Retained Indebtedness

  • Permitted Indebtedness Neither the Company nor any Subsidiary ---------------------- will create, incur or assume any Indebtedness other than: (a) Indebtedness represented by or incurred under the Notes and the Purchase Agreement and the Revolving Credit Facility; (b) Indebtedness incurred to prepay or repay in full the remaining outstanding principal amount of Notes and all other amounts due thereon or under the Purchase Agreement; (c) Indebtedness existing on the Closing Date and identified on the Disclosure Schedule; (d) Indebtedness incurred solely as an extension, renewal, refinancing or replacement of Indebtedness of the Company or of its Subsidiaries under clause (iii) above (but excluding any Indebtedness under clause (iii) above to the extent such Indebtedness is repaid with the proceeds from the sale of the Notes and Warrants), provided that any such extension, renewal or refinancing (A) shall be on terms which on balance are substantially as favorable to the Company (or the relevant Subsidiary) as the terms of such existing Indebtedness (other than changes in the amount of the interest rate and other than the imposition of additional Liens permitted by Section 9.10(f) hereof) and (B) shall not be in a greater principal amount or have a shorter average life or earlier maturity than such existing Indebtedness; (e) Indebtedness in an aggregate principal amount outstanding not exceeding $20,000,000 incurred solely to finance the purchase price of additional towers and related facilities and equipment; (f) Interest Rate Protection Agreements required by the Revolving Credit Facility or incurred for hedging purposes in the ordinary course of business; and (g) Additional Indebtedness in an amount which , together with sale and leaseback obligations permitted under Section 9.11, does not exceed $2,000,000.

  • 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.

  • 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).

  • Secured Indebtedness The Borrower shall not permit the ratio of (i) Secured Indebtedness of the Borrower and its Subsidiaries to (ii) Total Asset Value to be greater than 0.40 to 1.00 at any time.

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