Subsidiary Indebtedness. The Company will not permit any Subsidiary (other than a Subsidiary Guarantor) to create, incur or suffer to exist any Indebtedness, other than: (a) Indebtedness existing on the date of this Agreement and described on Schedule 7.01; (b) Indebtedness secured by Liens permitted pursuant to the terms of Section 7.02(a)(iii); (c) Indebtedness of such Subsidiary owing to the Company or any other Subsidiary; (d) [Reserved]; (e) Indebtedness arising from the renewal or extension of any Indebtedness described in clauses (a), (b), (f) or (o), provided that the amount of such Indebtedness is not increased and any Liens securing such Indebtedness attached only to the assets previously serving as collateral for such Indebtedness prior to such renewal or extension; (f) Indebtedness owing by such Subsidiary that was in existence at the time such Person first became a Subsidiary, or at the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was not created or incurred in contemplation of such event, provided that such Indebtedness is at the time permitted pursuant to the terms of Section 7.02 (in the case of any Indebtedness secured by any Liens on assets of such Subsidiary); (g) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary; (h) Indebtedness, if any, which may be deemed to exist with respect to Swap Agreements; (i) Indebtedness, if any, that may exist in respect of deposits or payments made by customers or clients of such Subsidiaries; (j) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables; (k) to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations; (l) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers and consultants of a Subsidiary incurred in the ordinary course of business; (m) Guarantees by Subsidiaries in respect of Indebtedness permitted to be incurred pursuant to this Section 7.01; (n) Indebtedness incurred to finance workers’ compensation, health, disability or life insurance or which finances other employee benefits or property, casualty or liability insurance, or self-insurance, in each case, in the ordinary course of business; (o) Indebtedness of the Foreign Subsidiary Borrowers that are not Subsidiary Guarantors to the extent such Indebtedness is incurred under this Agreement; (p) other Indebtedness of such Subsidiaries not described in clauses (a) through (o) or (q) incurred or created following the Closing Date so long as on the date of such incurrence or creation the sum of (A) the aggregate principal amount of such Indebtedness and (B) the aggregate principal amount of all Indebtedness incurred under clauses (a), (e) (in the case of renewals or extension of Indebtedness described in clauses (a) or (p)), and (p) and outstanding on such date, does not exceed the greater of (i) $300,000,000 and (ii) an amount equal to thirty-five percent (35%) of EBITDA as at the end of the Company’s most recently ended four Fiscal Quarter period for which financial statements have been made available, or are required to have been made available, to the Administrative Agent prior to such date; and (q) all premiums (if any), interest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (p).
Appears in 1 contract
Subsidiary Indebtedness. The Company Reporting Entity will not permit any Subsidiary member of the Consolidated Group that is not the Company or a Guarantor to incur Debt of any kind; provided that this Section 10.1 shall not apply to any of the following (other than a Subsidiary Guarantor) to create, incur or suffer to exist any Indebtedness, other than:without duplication):
(a) Indebtedness existing on the date of Debt incurred under this Agreement Agreement, any Notes and described on Schedule 7.01any Affiliate Guaranty;
(b) Indebtedness secured by Liens permitted pursuant Debt of any member of the Consolidated Group to any member of the terms Consolidated Group; provided that such Debt shall not have been transferred to any other Person (other than to any member of Section 7.02(a)(iiithe Consolidated Group);
(c) Indebtedness Debt outstanding on the date of the Initial Closing and set forth on Schedule 5.15, and any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Subsidiary owing Debt from time to time (in whole or in part), provided that the outstanding principal amount of any such Debt may only be increased to the Company or extent any such increase is permitted to be incurred under any other Subsidiaryclause of this Section 10.1;
(di) [Reserved]Debt of any member of the Consolidated Group incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Leases and any Debt assumed in connection with the acquisition of any such assets (provided that such Debt is incurred or assumed prior to or within 90 days after such acquisition or the completion of such construction or improvement and the principal amount of such Debt does not exceed the cost of acquiring, constructing or improving such fixed or capital assets) and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part), provided that the aggregate principal amount of Debt permitted by this Section 10.1(d) shall not exceed $75,000,000;
(e) Indebtedness arising from the renewal Debt under or extension of any Indebtedness described in clauses (a), (b), (f) or (o), provided that the amount of such Indebtedness is not increased and any Liens securing such Indebtedness attached only related to the assets previously serving as collateral Hedge Agreements entered into for such Indebtedness prior to such renewal or extensionnon-speculative purposes;
(f) Indebtedness owing by such Subsidiary that was in existence at the time such Person first became a Subsidiaryletters of credit, bank guarantees, warehouse receipts or at the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was not created or incurred in contemplation similar instruments issued to support performance obligations and trade letters of such event, provided that such Indebtedness is at the time permitted pursuant to the terms of Section 7.02 credit (in the case of any Indebtedness secured by any Liens on assets of such Subsidiary);
(g) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary;
(h) Indebtedness, if any, which may be deemed to exist with respect to Swap Agreements;
(i) Indebtedness, if any, that may exist other than obligations in respect of deposits or payments made by customers or clients of such Subsidiaries;
(jother Debt) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables;
(k) to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations;
(l) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers and consultants of a Subsidiary incurred in the ordinary course of business;
(mg) Guarantees by Debt of Receivables Subsidiaries in respect of Indebtedness Permitted Receivables Facilities in an aggregate principal amount at any time outstanding not to exceed $250,000,000; STERIS CORPORATION NOTE PURCHASE AGREEMENT
(i) any other Debt (not otherwise permitted under this Agreement), and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of Debt outstanding under this Section 10.1(h), provided that, the aggregate principal amount of Priority Debt at the time such Debt is incurred shall not exceed 8.5% of Consolidated Total Assets (except that refinancing Debt incurred in reliance on clause (ii) of this Section 10.1(h) will in any event be permitted (but will utilize basket capacity under this Section 10.1(h)) so long as the principal amount of such Debt does not exceed the principal amount of the Debt refinanced);
(i) Debt owed to be incurred any officers or employees of any member of the Consolidated Group; provided that the aggregate principal amount of all such Debt shall not exceed $10,000,000 at any time outstanding;
(j) guarantees of any Debt permitted pursuant to this Section 7.0110.1;
(nk) Indebtedness incurred to finance workers’ compensationDebt in respect of bid, healthperformance, disability surety bonds or life insurance or which finances other employee benefits or property, casualty or liability insurance, or self-insurance, in each case, completion bonds issued for the account of any member of the Consolidated Group in the ordinary course of business, including guarantees or obligations of any member of the Consolidated Group with respect to letters of credit supporting such bid, performance, surety or completion obligations;
(l) Debt incurred or arising from or as a result of agreements providing for indemnification, deferred payment obligations, purchase price adjustments, earn-out payments or similar obligations;
(m) Debt in connection with overdue accounts payable which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP;
(n) Debt arising or incurred as a result of or from the adjudication or settlement of any litigation or from any arbitration or mediation award or settlement, in any case involving any member of the Consolidated Group, provided that the judgment, award(s) and/or settlements to which such Debt relates would not constitute an Event of Default under Section 11(i);
(o) Indebtedness Debt in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; and
(i) Debt of any Person which becomes a Restricted Subsidiary after the date of the Foreign Initial Closing or is merged with or into or consolidated or amalgamated with any Restricted Subsidiary Borrowers after the date of the Initial Closing and Debt expressly assumed in connection with the acquisition of an asset or assets from any other Person; provided that are (A) such Debt existed at the time such Person became a Restricted Subsidiary or of such merger, consolidation, amalgamation or acquisition and was not created in STERIS CORPORATION NOTE PURCHASE AGREEMENT anticipation thereof, (B) immediately after such Person becomes a Restricted Subsidiary Guarantors or such merger, consolidation, amalgamation or acquisition, (x) no Default shall have occurred and be continuing and (y) the Reporting Entity shall be in compliance with Section 10.2 on a pro forma basis and (C) such Debt is not (a) Debt of Synergy Health plc or its Subsidiaries outstanding under the Existing Synergy Credit Agreement, (b) the Existing Synergy Notes, (c) Debt of Synergy Health plc or its Subsidiaries characterized as Capital Leases to the extent such Indebtedness Debt is incurred under this Agreement;
in excess of $75,000,000 or (pd) other Indebtedness Debt of Synergy Health plc or its Subsidiaries to the extent such Subsidiaries not described Debt is in clauses (a) through (o) or (q) incurred or created following the Closing Date so long as on the date excess of such incurrence or creation the sum of (A) the aggregate principal amount of such Indebtedness and (B) the aggregate principal amount of all Indebtedness incurred under clauses (a), (e) (in the case of renewals or extension of Indebtedness described in clauses (a) or (p)), and (p) and outstanding on such date, does not exceed the greater of (i) $300,000,000 30,000,000; and (ii) an amount equal to thirty-five percent any extension, renewal, refinancing, refunding, replacement or restructuring (35%or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of EBITDA as at any such Debt from time to time (in whole or in part), provided that the end outstanding principal amount of the Company’s most recently ended four Fiscal Quarter period for which financial statements have been made available, or are required to have been made available, any such Debt may only be increased to the Administrative Agent prior extent any such increase is permitted to such date; and
(q) all premiums (if any), interest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (p)be incurred under any other clause of this Section 10.1.
Appears in 1 contract
Subsidiary Indebtedness. The Company will not permit any Subsidiary (other than a Subsidiary Guarantor) to createCreate, incur incur, assume or suffer to exist any Indebtedness, other thanexcept:
(a) Indebtedness existing on under the date of this Agreement and described on Schedule 7.01Loan Documents;
(b) Indebtedness secured by Liens permitted pursuant to outstanding on the terms of Section 7.02(a)(iii);
(c) Indebtedness of such Subsidiary owing to the Company Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or any other Subsidiary;
(d) [Reserved];
(e) Indebtedness arising from the renewal or extension of any Indebtedness described in clauses (a), (b), (f) or (o), extensions thereof; provided that (i) 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 Liens securing existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such Indebtedness attached only 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 assets previously serving Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended;
(c) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;
(d) Indebtedness of any Subsidiary Guarantor or any Loan Party under and as collateral for such defined in either of the Actavis Term Loan Agreement or the Actavis Revolving Credit Agreement;
(e) Guarantees of any Subsidiary in respect of Indebtedness prior to such renewal or extensionotherwise permitted hereunder of any Subsidiary;
(f) Indebtedness owing by of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Subsidiary that was in existence Indebtedness exists at the time such Person first became becomes a Subsidiary, or at the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was Subsidiary and is not created or incurred in contemplation of such event, provided that such Indebtedness is at the time permitted pursuant to the terms of Section 7.02 (in the case of any Indebtedness secured by any Liens on assets of such Subsidiary);
(g) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary;
(h) Indebtedness, if any, which may be deemed to exist with respect to Swap Agreements;
(i) Indebtedness, if any, that may exist in respect of deposits or payments made by customers or clients of such Subsidiaries;
(j) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables;
(k) to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations;
(l) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers and consultants of such Person becoming a Subsidiary incurred in the ordinary course of business;
(m) Guarantees by Subsidiaries in respect of Indebtedness permitted to be incurred pursuant to this Section 7.01;
(n) Indebtedness incurred to finance workers’ compensation, health, disability or life insurance or which finances other employee benefits or property, casualty or liability insurance, or self-insurance, in each case, in the ordinary course of business;
(o) Indebtedness of the Foreign Subsidiary Borrowers that are not Subsidiary Guarantors to the extent such Indebtedness is incurred under this Agreement;
(p) other Indebtedness of such Subsidiaries not described in clauses (a) through (o) or (q) incurred or created following the Closing Date so long as on the date of such incurrence or creation the sum of (A) the aggregate principal amount of such Indebtedness and (Bii) the aggregate principal amount of all such Indebtedness incurred under clauses (a), (epermitted by this Section 7.02(f) (in the case of renewals or extension of Indebtedness described in clauses (a) or (p)), and (p) and at any one time outstanding on such date, does shall not exceed the greater of $750,000,000 and 15% of the Net Worth of Ultimate Parent;
(g) Capital Lease Obligations, Synthetic Lease Obligations or Receivables Facility Attributable Indebtedness in an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed the greater of $750,000,000 and 15% of the Net Worth of Ultimate Parent at any time, subject in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j);
(h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount at any time outstanding which, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, do not exceed the greater of $750,000,000 and 15% of the Net Worth of Ultimate Parent;
(i) $300,000,000 intercompany loans made (x) between Ultimate Parent and one or more Subsidiaries or (iiy) an amount equal to thirty-five percent among any two or more Subsidiaries (35%) of EBITDA including, in each case, Indebtedness incurred as at the end part of the Company’s most recently ended four Fiscal Quarter period for which financial statements have been made available, or are required to have been made available, to the Administrative Agent prior to such datePost-Closing Restructuring); and
(qj) all premiums (if any), interest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (p)any Acquisition Indebtedness.
Appears in 1 contract
Sources: Wc Term Loan Credit and Guaranty Agreement (Actavis PLC)
Subsidiary Indebtedness. The Company Borrower will not permit any Subsidiary (other than a Subsidiary Guarantor) of its Subsidiaries to contract, create, incur or suffer to exist assume any IndebtednessIndebtedness for borrowed money, other than:
(a) Indebtedness existing on owing by a Subsidiary of the date Borrower to the Borrower or any Subsidiary of this Agreement and described on Schedule 7.01the Borrower;
(b) purchase money Indebtedness secured by Liens permitted pursuant to finance the terms acquisition, construction, or improvement, or capital lease of Section 7.02(a)(iiiassets (including equipment); provided that such Indebtedness when incurred shall not exceed the purchase price and costs, as applicable, of acquisition, construction or improvement of the asset(s) financed and all fees, costs and expenses relating thereto;
(c) Indebtedness of a Subsidiary which Indebtedness exists prior to the time of acquisition of such Subsidiary owing to (including Indebtedness at the Company time of the acquisition of the capital stock or any other assets of such Person or a merger with or consolidation with such Person by the Borrower or a Subsidiary) as long as such Indebtedness was not created in anticipation thereof;
(d) [Reserved]Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds;
(e) extensions, refinancing, renewals or replacements (or successive extensions, refinancing, renewals, or replacements), in whole or in part, of the Indebtedness arising from permitted above which, in the case of any such extension, refinancing, renewal or extension of any Indebtedness described in clauses (a)replacement, (b), (f) or (o), provided that does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such Indebtedness is not increased and any Liens securing such Indebtedness attached only to the assets previously serving as collateral for such Indebtedness prior to such extension, refinancing, renewal or extensionreplacement;
(f) Indebtedness owing by such Subsidiary that was in existence at during the time such Person first became a Subsidiary, or at period commencing on the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was not created or incurred in contemplation consummation of such event, provided that such Indebtedness is at the time permitted pursuant to the terms of Section 7.02 “Merger” (as defined in the case of any Merger Agreement) and ending on the date that is ninety (90) days thereafter, Indebtedness secured by any Liens on assets of such Subsidiary);under the 8.50% Senior Notes; and
(g) any other Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary;
(h) Indebtedness, if any, which may be deemed to exist with respect to Swap Agreements;
(i) Indebtedness, if any, that may exist in respect of deposits or payments made not otherwise permitted by customers or clients of such Subsidiaries;
(j) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables;
(k) to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations;
(l) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers and consultants of a Subsidiary incurred in the ordinary course of business;
(m) Guarantees by Subsidiaries in respect of Indebtedness permitted to be incurred pursuant to this Section 7.01;
(n) Indebtedness incurred to finance workers’ compensation, health, disability or life insurance or which finances other employee benefits or property, casualty or liability insurance, or self-insurance, 7.2.4 in each case, in the ordinary course of business;
(o) Indebtedness of the Foreign Subsidiary Borrowers that are not Subsidiary Guarantors to the extent such Indebtedness is incurred under this Agreement;
(p) other Indebtedness of such Subsidiaries not described in clauses (a) through (o) or (q) incurred or created following the Closing Date so long as on the date of such incurrence or creation the sum of (A) the aggregate a principal amount of such Indebtedness and (B) the aggregate principal amount of all Indebtedness incurred under clauses (a), (e) (in the case of renewals or extension of Indebtedness described in clauses (a) or (p)), and (p) and outstanding on such date, does not to exceed the greater of (i) $300,000,000 and (ii) an amount equal to thirty-five fifteen percent (3515%) of EBITDA as Consolidated Net Tangible Assets in the aggregate at the end of the Company’s most recently ended four Fiscal Quarter period for which financial statements have been made available, or are required to have been made available, to the Administrative Agent prior to such date; and
(q) all premiums (if any), interest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (p)any one time outstanding.
Appears in 1 contract
Sources: Credit Agreement (Cimarex Energy Co)
Subsidiary Indebtedness. The Company will not permit Permit any Subsidiary (other than a Subsidiary Guarantor) of its Subsidiaries to ----------------------- create, incur incur, assume or suffer to exist exist, any Indebtedness, Indebtedness other than:
(ai) Indebtedness under this Agreement and the Notes;
(ii) Indebtedness incurred pursuant to the facilities existing on the date of this Agreement and described on Schedule 7.015.02(b) hereto;
(b) Indebtedness secured by Liens permitted pursuant to the terms of Section 7.02(a)(iii);
(c) Indebtedness of such Subsidiary owing to the Company or any other Subsidiary;
(d) [Reserved];
(e) Indebtedness arising from the renewal or extension of any Indebtedness described in clauses (a), (b), (f) or (o), provided that the amount of such Indebtedness is not increased and any Liens securing such Indebtedness attached only to the assets previously serving as collateral for such Indebtedness prior to such renewal or extension;
(f) Indebtedness owing by such Subsidiary that was in existence at the time such Person first became a Subsidiary, or at the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was not created or incurred in contemplation of such event, provided that such Indebtedness is at the time permitted pursuant to the terms of Section 7.02 (in the case of any Indebtedness secured by any Liens on assets of such Subsidiary);
(g) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary;
(h) Indebtedness, if any, which may be deemed to exist with respect to Swap Agreements;
(i) Indebtedness, if any, that may exist in respect of deposits or payments made by customers or clients of such Subsidiaries;
(jiii) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables;
(k) to the extent constituting IndebtednessBorrower or to a Domestic Subsidiary; provided, contingent liabilities in respect of however, that (A) any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations;
(l) such Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers and consultants of a Subsidiary shall be incurred in the ordinary course of businessbusiness and (B) on and after September 1, 1998, any such Indebtedness of the Borrower shall be subordinated to all of the Borrower's Indebtedness under this Agreement and the Notes on the same terms as those set forth in Exhibit E hereto;
(miv) Guarantees by Subsidiaries in respect of unsecured Indebtedness not otherwise permitted to be incurred pursuant to under this Section 7.015.02(b) incurred in the ordinary course of business and in an aggregate amount not to exceed at any time outstanding 20% of Consolidated Net Worth;
(nv) Indebtedness incurred to finance workers’ compensation, health, disability or life insurance or which finances other employee benefits or property, casualty or liability insuranceextending the maturity of, or self-insurancerefunding or refinancing, in each casewhole or in part, any Indebtedness incurred under clause (ii), (iii) or (iv) of this Section 5.02(b); provided, however, that the aggregate principal amount of such extended, refunding or refinancing Indebtedness shall not be increased above the outstanding principal amount thereof immediately prior to such extension, refunding or refinancing; and
(vi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;
(o) Indebtedness of the Foreign Subsidiary Borrowers that are not Subsidiary Guarantors to the extent such Indebtedness is incurred under this Agreement;
(p) other Indebtedness of such Subsidiaries not described in clauses (a) through (o) or (q) incurred or created following the Closing Date so long as on the date of such incurrence or creation the sum of (A) the aggregate principal amount of such Indebtedness and (B) the aggregate principal amount of all Indebtedness incurred under clauses (a), (e) (in the case of renewals or extension of Indebtedness described in clauses (a) or (p)), and (p) and outstanding on such date, does not exceed the greater of (i) $300,000,000 and (ii) an amount equal to thirty-five percent (35%) of EBITDA as at the end of the Company’s most recently ended four Fiscal Quarter period for which financial statements have been made available, or are required to have been made available, to the Administrative Agent prior to such date; and
(q) all premiums (if any), interest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (p).
Appears in 1 contract
Subsidiary Indebtedness. The Company will Borrower shall not permit any Subsidiary (other than a Subsidiary Guarantor) Subsidiary, directly or indirectly, to create, incur incur, assume, or suffer permit to exist any Indebtedness, other thanexcept:
(a) Indebtedness existing on the date of this Agreement hereof and described listed on Schedule 7.017.02 as Indebtedness of a Subsidiary, in an amount not to exceed the amount listed on Schedule 7.02, and refinancings, refundings, renewals, extensions, and replacements of such Indebtedness that do not increase the outstanding principal amount thereof at the time of such refinancing, refunding, renewal, extension, or replacement;
(b) Indebtedness secured by Liens permitted pursuant to the terms of Section 7.02(a)(iii);
(c) Indebtedness of such Subsidiary owing to the Company Borrower or any other Subsidiary;
(c) Indebtedness assumed in connection with the acquisition of an asset or Indebtedness of a Person, in either case, existing at the time such asset or Person is acquired by, or merged or consolidated with or into, any Subsidiary (and renewals, extensions, amendments, and modifications of such Indebtedness satisfying the requirements of clause (a) preceding), so long as (i) such Indebtedness was not incurred in contemplation of such acquisition, merger, or consolidation, (ii) no Event of Default or Default then exists or arises as a result thereof, and (iii) no other Subsidiary (other than the existing obligors at the time such Person or asset was acquired) shall have or incur any direct or indirect liability for such Indebtedness; and
(d) [Reserved]other unsecured Indebtedness of any Subsidiary not otherwise permitted by this Section 7.03, so long as no Default or Event of Default exists on the date any such Indebtedness is created, incurred, or assumed, or arises after giving effect to such incurrence of Indebtedness;
(e) Indebtedness arising from the renewal obligations (contingent or extension otherwise) of any Indebtedness described Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Subsidiary for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in clauses the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view,” and (aii) such Swap Contract does not contain a provision designating the “First Method” (as defined in the form of the Master Agreement) or any other provision directly or indirectly exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party after the occurrence of an “Early Termination Date” (as defined in such Swap Contract), (b), ; and
(f) Indebtedness in respect of capital leases, Synthetic Lease Obligations, and purchase money obligations for fixed or (o)capital assets, provided that the amount of such Indebtedness is not increased and so long as any Liens securing such Indebtedness attached only to satisfy the assets previously serving as collateral for such Indebtedness prior to such renewal or extension;
(f) Indebtedness owing by such Subsidiary that was in existence at the time such Person first became a Subsidiary, or at the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was not created or incurred in contemplation of such event, provided that such Indebtedness is at the time permitted pursuant to the terms requirements of Section 7.02 (in the case of any Indebtedness secured by any Liens on assets of such Subsidiary);
(g) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary;
(h) Indebtedness, if any, which may be deemed to exist with respect to Swap Agreements;
(i) Indebtedness, if any, that may exist in respect of deposits or payments made by customers or clients of such Subsidiaries;
(j) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables;
(k) to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations;
(l) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers and consultants of a Subsidiary incurred in the ordinary course of business;
(m) Guarantees by Subsidiaries in respect of Indebtedness permitted to be incurred pursuant to this Section 7.01;
(n) Indebtedness incurred to finance workers’ compensation, health, disability or life insurance or which finances other employee benefits or property, casualty or liability insurance, or self-insurance, in each case, in the ordinary course of business;
(o) Indebtedness of the Foreign Subsidiary Borrowers that are not Subsidiary Guarantors to the extent such Indebtedness is incurred under this Agreement;
(p) other Indebtedness of such Subsidiaries not described in clauses (a) through (o) or (q) incurred or created following the Closing Date so long as on the date of such incurrence or creation the sum of (A) the aggregate principal amount of such Indebtedness and (B) the aggregate principal amount of all Indebtedness incurred under clauses (a), (e) (in the case of renewals or extension of Indebtedness described in clauses (a) or (p)), and (p) and outstanding on such date, does not exceed the greater of (i) $300,000,000 and (ii) an amount equal to thirty-five percent (35%) of EBITDA as at the end of the Company’s most recently ended four Fiscal Quarter period for which financial statements have been made available, or are required to have been made available, to the Administrative Agent prior to such date; and
(q) all premiums (if any), interest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (p).
Appears in 1 contract
Subsidiary Indebtedness. The Company will not permit any Subsidiary (other than a Subsidiary Guarantor) to createCreate, incur incur, assume or suffer to exist any Indebtedness, other thanexcept:
(a) Indebtedness existing on under the date of this Agreement and described on Schedule 7.01Loan Documents;
(b) Indebtedness secured by Liens permitted pursuant to outstanding on the terms of Section 7.02(a)(iii);
(c) Indebtedness of such Subsidiary owing to the Company Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or any other Subsidiary;
(d) [Reserved];
(e) Indebtedness arising from the renewal or extension of any Indebtedness described in clauses (a), (b), (f) or (o), extensions thereof; provided that (i) 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 Liens securing existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such Indebtedness attached only 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 assets previously serving as collateral Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended;
(c) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;
(d) Indebtedness prior to such renewal or extensionof any Subsidiary Guarantor;
(e) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Subsidiary;
(f) Indebtedness owing by of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Subsidiary that was in existence Indebtedness exists at the time such Person first became becomes a Subsidiary, or at the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was Subsidiary and is not created or incurred in contemplation of such event, provided that such Indebtedness is at the time permitted pursuant to the terms of Section 7.02 (in the case of any Indebtedness secured by any Liens on assets of such Subsidiary);
(g) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary;
(h) Indebtedness, if any, which may be deemed to exist with respect to Swap Agreements;
(i) Indebtedness, if any, that may exist in respect of deposits or payments made by customers or clients of such Subsidiaries;
(j) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables;
(k) to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations;
(l) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers and consultants of such Person becoming a Subsidiary incurred in the ordinary course of business;
(m) Guarantees by Subsidiaries in respect of Indebtedness permitted to be incurred pursuant to this Section 7.01;
(n) Indebtedness incurred to finance workers’ compensation, health, disability or life insurance or which finances other employee benefits or property, casualty or liability insurance, or self-insurance, in each case, in the ordinary course of business;
(o) Indebtedness of the Foreign Subsidiary Borrowers that are not Subsidiary Guarantors to the extent such Indebtedness is incurred under this Agreement;
(p) other Indebtedness of such Subsidiaries not described in clauses (a) through (o) or (q) incurred or created following the Closing Date so long as on the date of such incurrence or creation the sum of (A) the aggregate principal amount of such Indebtedness and (Bii) the aggregate principal amount of all such Indebtedness incurred under clauses (a), (epermitted by this Section 7.02(f) (in the case of renewals or extension of Indebtedness described in clauses (a) or (p)), and (p) and at any one time outstanding on such date, does shall not exceed the greater of $500,000,000 and 15% of the Net Worth of the Company;
(g) Capital Lease Obligations, Synthetic Lease Obligations or Receivables Facility Attributable Indebtedness in an aggregate principal amount which, when added to all other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed the greater of $500,000,000 and 15% of the Net Worth of the Company at any time, subject in the case of any such Indebtedness secured by a Lien, to the limitation set forth in Section 7.01(j);
(h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount at any time outstanding which, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such time, do not exceed the greater of $500,000,000 and 15% of the Net Worth of the Company;
(i) $300,000,000 intercompany loans made between the Company and (ii) an amount equal to thirty-five percent (35%) of EBITDA as at the end of the Company’s most recently ended four Fiscal Quarter period for which financial statements have been made available, a Subsidiary or are required to have been made available, to the Administrative Agent prior to such dateany two Subsidiaries; and
(qj) all premiums (if any), interest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (p)any Acquisition Indebtedness.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Watson Pharmaceuticals Inc)
Subsidiary Indebtedness. The Company will Borrower shall not permit any Subsidiary (other than a Subsidiary Guarantor) Subsidiary, directly or indirectly, to create, incur incur, assume, or suffer permit to exist any Indebtedness, other thanexcept:
(a) Indebtedness existing on the date of this Agreement hereof and described listed on Schedule 7.017.02 as Indebtedness of a Subsidiary, in an amount not to exceed the amount listed on Schedule 7.02, and refinancings, refundings, renewals, extensions, and replacements of such Indebtedness that do not increase the outstanding principal amount thereof at the time of such refinancing, refunding, renewal, extension, or replacement;
(b) Indebtedness secured by Liens permitted pursuant to the terms of Section 7.02(a)(iii);
(c) Indebtedness of such Subsidiary owing to the Company Borrower or any other Subsidiary;
(c) Indebtedness assumed in connection with the acquisition of an asset or Indebtedness of a Person, in either case, existing at the time such asset or Person is acquired by, or merged or consolidated with or into, any Subsidiary (and renewals, extensions, amendments, and modifications of such Indebtedness satisfying the requirements of clause (a) preceding), so long as (i) such Indebtedness was not incurred in contemplation of such acquisition, merger, or consolidation, (ii) no Event of Default or Default then exists or arises as a result thereof, and (iii) no other Subsidiary (other than the existing obligors at the time such Person or asset was acquired) shall have or incur any direct or indirect liability for such Indebtedness;
(d) [Reserved]other unsecured Indebtedness of any Subsidiary not otherwise permitted by this Section 7.03, so long as no Default or Event of Default exists on the date any such Indebtedness is created, incurred, or assumed, or arises after giving effect to such incurrence of Indebtedness;
(e) Indebtedness arising from the renewal obligations (contingent or extension otherwise) of any Indebtedness described Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Subsidiary for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in clauses the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view,” and (aii) such Swap Contract does not contain a provision designating the “First Method” (as defined in the form of the Master Agreement) or any other provision directly or indirectly exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party after the occurrence of an “Early Termination Date” (as defined in such Swap Contract), (b), ; and
(f) Indebtedness in respect of capital leases, Synthetic Lease Obligations, and purchase money obligations for fixed or (o)capital assets, provided that the amount of such Indebtedness is not increased and so long as any Liens securing such Indebtedness attached only to satisfy the assets previously serving as collateral for such Indebtedness prior to such renewal or extension;
(f) Indebtedness owing by such Subsidiary that was in existence at the time such Person first became a Subsidiary, or at the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was not created or incurred in contemplation of such event, provided that such Indebtedness is at the time permitted pursuant to the terms requirements of Section 7.02 (in the case of any Indebtedness secured by any Liens on assets of such Subsidiary);
(g) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary;
(h) Indebtedness, if any, which may be deemed to exist with respect to Swap Agreements;
(i) Indebtedness, if any, that may exist in respect of deposits or payments made by customers or clients of such Subsidiaries;
(j) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables;
(k) to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations;
(l) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers and consultants of a Subsidiary incurred in the ordinary course of business;
(m) Guarantees by Subsidiaries in respect of Indebtedness permitted to be incurred pursuant to this Section 7.01;
(n) Indebtedness incurred to finance workers’ compensation, health, disability or life insurance or which finances other employee benefits or property, casualty or liability insurance, or self-insurance, in each case, in the ordinary course of business;
(o) Indebtedness of the Foreign Subsidiary Borrowers that are not Subsidiary Guarantors to the extent such Indebtedness is incurred under this Agreement;
(p) other Indebtedness of such Subsidiaries not described in clauses (a) through (o) or (q) incurred or created following the Closing Date so long as on the date of such incurrence or creation the sum of (A) the aggregate principal amount of such Indebtedness and (B) the aggregate principal amount of all Indebtedness incurred under clauses (a), (e) (in the case of renewals or extension of Indebtedness described in clauses (a) or (p)), and (p) and outstanding on such date, does not exceed the greater of (i) $300,000,000 and (ii) an amount equal to thirty-five percent (35%) of EBITDA as at the end of the Company’s most recently ended four Fiscal Quarter period for which financial statements have been made available, or are required to have been made available, to the Administrative Agent prior to such date; and
(q) all premiums (if any), interest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (p).
Appears in 1 contract
Subsidiary Indebtedness. The Company Reporting Entity will not permit any Subsidiary member of the Consolidated Group that is not the Company or a Guarantor to incur Debt of any kind; provided that this Section 10.1 shall not apply to any of the following (other than a Subsidiary Guarantor) to create, incur or suffer to exist any Indebtedness, other than:without duplication):
(a) Indebtedness existing on the date of Debt incurred under this Agreement Agreement, any Notes and described on Schedule 7.01any Affiliate Guaranty;
(b) Indebtedness secured by Liens permitted pursuant Debt of any member of the Consolidated Group to any member of the terms Consolidated Group; provided that such Debt shall not have been transferred to any other Person (other than to any member of Section 7.02(a)(iiithe Consolidated Group);
(c) Indebtedness Debt outstanding on the date of such Subsidiary owing the Initial Closing andAmendment Effective Date and, to the Company extent in respect of obligations in excess of $25,000,000, set forth on Schedule 5.15 (it being understood that any Debt in excess of $25,000,000 outstanding on the Amendment Effective Date that is otherwise permitted under another clause of Section 10.1 need not be set forth on Schedule 5.15 in order to be so permitted under such other clause), and any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part), provided that the outstanding principal amount of any such Debt may only be increased (x) to the extent of any accrued interest on such Debt or (y) to the extent any such increase is permitted to be incurred under any other Subsidiaryclause of this Section 10.1;
(di) [Reserved]Debt of any member of the Consolidated Group incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Leases or finance leases and any Debt assumed in connection with the acquisition of any such assets (provided that such Debt is incurred or assumed prior to or within 90 days after such acquisition or the completion of such construction or improvement and the principal amount of such Debt does not exceed the cost of acquiring, constructing or improving such fixed or capital assets) and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part), provided that the aggregate principal amount of Debt permitted by this Section 10.1(d) shall not exceed $100,000,000 at any time outstanding;
(e) Indebtedness arising from the renewal Debt under or extension of any Indebtedness described in clauses (a), (b), (f) or (o), provided that the amount of such Indebtedness is not increased and any Liens securing such Indebtedness attached only related to the assets previously serving as collateral Hedge Agreements entered into for such Indebtedness prior to such renewal or extensionnon-speculative purposes;
(f) Indebtedness owing by such Subsidiary that was in existence at the time such Person first became a Subsidiaryletters of credit, bank guarantees, warehouse receipts or at the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was not created or incurred in contemplation similar instruments issued to support performance obligations and trade letters of such event, provided that such Indebtedness is at the time permitted pursuant to the terms of Section 7.02 credit (in the case of any Indebtedness secured by any Liens on assets of such Subsidiary);
(g) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary;
(h) Indebtedness, if any, which may be deemed to exist with respect to Swap Agreements;
(i) Indebtedness, if any, that may exist other than obligations in respect of deposits or payments made by customers or clients of such Subsidiaries;
(jother Debt) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables;
(k) to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations;
(l) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers and consultants of a Subsidiary incurred in the ordinary course of business;
(mg) Guarantees by Debt of Receivables Subsidiaries in respect of Indebtedness Permitted Receivables Facilities in an aggregate principal amount at any time outstanding not to exceed $250,000,000;
(i) any other Debt (not otherwise permitted under this Agreement), and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of Debt outstanding under this Section 10.1(h), provided that, the aggregate principal amount of Priority Debt at the time such Debt is incurred shall not exceed 10% of Consolidated Total Assets (except that refinancing Debt incurred in reliance on clause (ii) of this Section 10.1(h) will in any event be permitted (but will utilize basket capacity under this Section 10.1(h)) so long as the principal amount of such Debt does not exceed the principal amount of the Debt extended, renewed, refinanced, refunded, replaced or restructured plus any accrued interest on such Debt);
(i) Debt owed to be incurred any officers or employees of any member of the Consolidated Group; provided that the aggregate principal amount of all such Debt shall not exceed $10,000,000 at any time outstanding;
(j) guarantees of any Debt permitted pursuant to this Section 7.0110.1;
(nk) Indebtedness incurred to finance workers’ compensationDebt in respect of bid, healthperformance, disability surety bonds or life insurance or which finances other employee benefits or property, casualty or liability insurance, or self-insurance, in each case, completion bonds issued for the account of any member of the Consolidated Group in the ordinary course of business, including guarantees or obligations of any member of the Consolidated Group with respect to letters of credit supporting such bid, performance, surety or completion obligations;
(l) Debt incurred or arising from or as a result of agreements providing for indemnification, deferred payment obligations, purchase price adjustments, earn-out payments or similar obligations;
(m) Debt in connection with overdue accounts payable which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP;
(n) Debt arising or incurred as a result of or from the adjudication or settlement of any litigation or from any arbitration or mediation award or settlement, in any case involving any member of the Consolidated Group, provided that the judgment, award(s) and/or settlements to which such Debt relates would not constitute an Event of Default under Section 11(i);
(o) Indebtedness Debt in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the Foreign Subsidiary Borrowers that are not Subsidiary Guarantors to the extent such Indebtedness is incurred under this Agreement;ordinary course of business; and
(pi) other Indebtedness Debt of such Subsidiaries not described in clauses (a) through (o) or (q) incurred or created following the Closing Date so long as on any Person which becomes a Restricted Subsidiary after the date of such incurrence the Initial Closing or creation is merged with or into or consolidated or amalgamated with any Restricted Subsidiary after the sum date of the Initial Closing and Debt expressly assumed in connection with the acquisition of an asset or assets from any other Person;; provided that (A) such Debt existed at the aggregate principal amount time such Person became a Restricted Subsidiary or of such Indebtedness merger, consolidation, amalgamation or acquisition and was not created in anticipation thereof and (B) the aggregate principal amount of all Indebtedness incurred under clauses (a)immediately after such Person becomes a Restricted Subsidiary or such merger, consolidation, amalgamation or acquisition, (ex) (in the case of renewals or extension of Indebtedness described in clauses (a) or (p)), no Default shall have occurred and be continuing and (py) and outstanding the Reporting Entity shall be in compliance with Section 10.2 on such date, does not exceed the greater of (i) $300,000,000 a pro forma basis;; and (ii) an amount equal to thirty-five percent any extension, renewal, refinancing, refunding, replacement or restructuring (35%or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of EBITDA as at any such Debt from time to time (in whole or in part), provided that the end outstanding principal amount of the Company’s most recently ended four Fiscal Quarter period for which financial statements have been made available, or are required to have been made available, any such Debt may only be increased (x) to the Administrative Agent prior to such date; and
(q) all premiums (if any), interest, fees, expenses, charges and additional or contingent extent of any accrued interest on obligations described in clauses such Debt or (ay) through (p)to the extent any such increase is permitted to be incurred under any other clause of this Section 10.1.
Appears in 1 contract
Sources: Note Purchase Agreement (STERIS PLC)
Subsidiary Indebtedness. The Company will Permit any member of the Consolidated Group that is not permit a Borrower or a Guarantor to incur any Subsidiary Debt of any kind; provided, that this Section shall not apply to any of the following (without duplication):
(i) Debt incurred under the Loan Documents;
(ii) Debt of any member of the Consolidated Group to any member of the Consolidated Group; provided that such Debt shall not have been transferred to any other Person (other than a Subsidiary Guarantor) to create, incur or suffer to exist any Indebtedness, other than:
(a) Indebtedness existing on member of the date of this Agreement and described on Schedule 7.01;
(b) Indebtedness secured by Liens permitted pursuant to the terms of Section 7.02(a)(iiiConsolidated Group);
(ciii) Indebtedness of such Subsidiary owing to Debt outstanding on the Company Effective Date and set forth on Schedule 5.02(e) and any extension, renewal, refinancing, refunding, replacement or any other Subsidiary;
restructuring (dor successive extensions, renewals, refinancings, refundings, replacements or restructurings) [Reserved];
(e) Indebtedness arising from the renewal or extension of any Indebtedness described such Debt from time to time (in clauses (a), (b), (f) whole or (oin part), provided that the outstanding principal amount of any such Indebtedness is not Debt may only be increased and any Liens securing such Indebtedness attached only to the assets previously serving as collateral for extent any such Indebtedness prior increase is permitted to such renewal or extension;
(f) Indebtedness owing by such Subsidiary that was in existence at the time such Person first became a Subsidiary, or at the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was not created or be incurred in contemplation under any other clause of such event, provided that such Indebtedness is at the time permitted pursuant to the terms of this Section 7.02 (in the case of any Indebtedness secured by any Liens on assets of such Subsidiary5.02(e);
(giv) Indebtedness resulting from Surety Indemnification Obligations (i) Debt of any member of the Consolidated Group incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including capital leases and any Debt assumed in connection with the acquisition of any such assets (provided that such Debt is incurred or assumed prior to or within 90 days after such acquisition or the completion of such Subsidiaryconstruction or improvement and the principal amount of such Debt does not exceed the cost of acquiring, constructing or improving such fixed or capital assets) and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part); provided, that the aggregate principal amount of Debt permitted by this clause (iv) shall not exceed $75,000,000;
(hv) Indebtedness, if any, which may be deemed Debt under or related to exist with respect to Swap AgreementsHedge Agreements entered into for non-speculative purposes;
(ivi) Indebtednessletters of credit, if anybank guarantees, that may exist warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of deposits or payments made by customers or clients of such Subsidiaries;
(jother Debt) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables;
(k) to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations;
(l) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers and consultants of a Subsidiary incurred in the ordinary course of business;
(mvii) Guarantees by Debt of Receivables Subsidiaries in respect of Indebtedness permitted Permitted Receivables Facilities in an aggregate principal amount at any time outstanding not to be incurred pursuant to this Section 7.01exceed $250,000,000;
(ni) Indebtedness incurred to finance workers’ compensation, health, disability or life insurance or which finances any other employee benefits or property, casualty or liability insurance, or self-insurance, in each case, in the ordinary course of business;
Debt (o) Indebtedness of the Foreign Subsidiary Borrowers that are not Subsidiary Guarantors to the extent such Indebtedness is incurred otherwise permitted under this Agreement;
), and (pii) other Indebtedness any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of such Subsidiaries not described in clauses Debt outstanding under this clause (a) through (o) or (q) incurred or created following the Closing Date so long as on the date of such incurrence or creation the sum of (A) viii), provided that, the aggregate principal amount of such Indebtedness (1) all Debt incurred under this clause (viii) and (B2) without duplication, all Debt and other obligations secured by Liens incurred under Section 5.02(a)(xi) shall not exceed 8.5% of Consolidated Total Assets at the time such Debt is incurred (except that refinancing Debt incurred in reliance on clause (ii) of this Section 5.02(e)(viii) will in any event be permitted (but will utilize basket capacity under this clause (viii)) so long as the principal amount of such Debt does not exceed the principal amount of the Debt refinanced);
(ix) Debt owed to any officers or employees of any member of the Consolidated Group; provided that the aggregate principal amount of all Indebtedness incurred under clauses (a), (e) (in the case of renewals or extension of Indebtedness described in clauses (a) or (p)), and (p) and outstanding on such date, does Debt shall not exceed the greater $10,000,000 at any time outstanding; (x) guarantees of (i) $300,000,000 and (ii) an amount equal any Debt permitted pursuant to thirty-five percent (35%) of EBITDA as at the end of the Company’s most recently ended four Fiscal Quarter period for which financial statements have been made available, or are required to have been made available, to the Administrative Agent prior to such date; and
(q) all premiums (if anythis Section 5.02(e), interest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (p).;
Appears in 1 contract
Subsidiary Indebtedness. The Company will not permit any Subsidiary (other than a Subsidiary Guarantor) to createCreate, incur incur, assume or suffer to exist any Indebtedness, other thanexcept:
(a) Indebtedness existing on under the date of this Agreement and described on Schedule 7.01Loan Documents;
(b) Indebtedness secured by Liens permitted pursuant to outstanding on the terms of Section 7.02(a)(iii);
(c) Indebtedness of such Subsidiary owing to the Company Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or any other Subsidiary;
(d) [Reserved];
(e) Indebtedness arising from the renewal or extension of any Indebtedness described in clauses (a), (b), (f) or (o), extensions thereof; provided that (i) 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 Liens securing existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such Indebtedness attached only 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 assets previously serving Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended;
(c) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;
(d) Indebtedness of any Subsidiary Guarantor or any Loan Party under and as collateral for such defined in either of the Actavis Term Loan Agreement and the Actavis Revolving Credit Agreement;
(e) Guarantees of any Subsidiary in respect of Indebtedness prior to such renewal or extensionotherwise permitted hereunder of any Subsidiary;
(f) Indebtedness owing by of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Subsidiary that was in existence Indebtedness exists at the time such Person first became becomes a Subsidiary, or at the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was Subsidiary and is not created or incurred in contemplation of such event, provided that such Indebtedness is at the time permitted pursuant to the terms of Section 7.02 (in the case of any Indebtedness secured by any Liens on assets of such Subsidiary);
(g) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary;
(h) Indebtedness, if any, which may be deemed to exist with respect to Swap Agreements;
(i) Indebtedness, if any, that may exist in respect of deposits or payments made by customers or clients of such Subsidiaries;
(j) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables;
(k) to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations;
(l) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers and consultants of such Person becoming a Subsidiary incurred in the ordinary course of business;
(m) Guarantees by Subsidiaries in respect of Indebtedness permitted to be incurred pursuant to this Section 7.01;
(n) Indebtedness incurred to finance workers’ compensation, health, disability or life insurance or which finances other employee benefits or property, casualty or liability insurance, or self-insurance, in each case, in the ordinary course of business;
(o) Indebtedness of the Foreign Subsidiary Borrowers that are not Subsidiary Guarantors to the extent such Indebtedness is incurred under this Agreement;
(p) other Indebtedness of such Subsidiaries not described in clauses (a) through (o) or (q) incurred or created following the Closing Date so long as on the date of such incurrence or creation the sum of (A) the aggregate principal amount of such Indebtedness and (Bii) the aggregate principal amount of all such Indebtedness incurred under clauses (a), (epermitted by this Section 7.02(f) (in the case of renewals or extension of Indebtedness described in clauses (a) or (p)), and (p) and at any one time outstanding on such date, does shall not exceed the greater of (i) $300,000,000 500,000,000 and (ii) an amount equal to thirty-five percent (35%) of EBITDA as at the end 15% of the Company’s most recently ended four Fiscal Quarter period for which financial statements have been made availableNet Worth of Parent;
(g) Capital Lease Obligations, Synthetic Lease Obligations or are required Receivables Facility Attributable Indebtedness in an aggregate principal amount which, when added to have been made availableall other Capital Lease Obligations, Synthetic Lease Obligations and Receivables Facility Attributable Indebtedness created, incurred or assumed under this clause (g), do not to exceed the greater of $500,000,000 and 15% of the Net Worth of Parent at any time, subject in the case of any such Indebtedness secured by a Lien, to the Administrative Agent prior to limitation set forth in Section 7.01(j);
(h) additional secured or unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount at any time outstanding which, when added to, without duplication, the aggregate principal amount of Indebtedness and other obligations that are secured by a Lien permitted by Section 7.01(j) at such datetime, do not exceed the greater of $500,000,000 and 15% of the Net Worth of Parent; and
(qi) all premiums intercompany loans made (if any)x) between Parent and one or more Subsidiaries or (y) among any two or more Subsidiaries (including, interestin each case, fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (pIndebtedness incurred as part of the Post-Closing Restructuring).
Appears in 1 contract
Subsidiary Indebtedness. The Company Reporting Entity will not permit any Subsidiary member of the Consolidated Group that is not the Company or a Guarantor to incur Debt of any kind; provided that this Section 10.1 shall not apply to any of the following (other than a Subsidiary Guarantor) to create, incur or suffer to exist any Indebtedness, other than:without duplication):
(a) Indebtedness existing on the date of Debt incurred under this Agreement Agreement, any Notes and described on Schedule 7.01any Affiliate Guaranty;
(b) Indebtedness secured by Liens permitted pursuant Debt of any member of the Consolidated Group to any member of the terms Consolidated Group; provided that such Debt shall not have been transferred to any other Person (other than to any member of Section 7.02(a)(iiithe Consolidated Group);
(c) Indebtedness Debt outstanding on the Closing Date and set forth on Schedule 5.15, and any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Subsidiary owing Debt from time to time (in whole or in part), provided that the outstanding principal amount of any such Debt may only be increased to the Company or extent any such increase is permitted to be incurred under any other Subsidiaryclause of this Section 10.1;
(di) [Reserved]Debt of any member of the Consolidated Group incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Leases and any Debt assumed in connection with the acquisition of any such assets (provided that such Debt is incurred or assumed prior to or within 90 days after such acquisition or the completion of such construction or improvement and the principal amount of such Debt does not exceed the cost of acquiring, constructing or improving such fixed or capital assets) and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part), provided that the aggregate principal amount of Debt permitted by this Section 10.1(d) shall not exceed $75,000,000;
(e) Indebtedness arising from the renewal Debt under or extension of any Indebtedness described in clauses (a), (b), (f) or (o), provided that the amount of such Indebtedness is not increased and any Liens securing such Indebtedness attached only related to the assets previously serving as collateral Hedge Agreements entered into for such Indebtedness prior to such renewal or extensionnon-speculative purposes;
(f) Indebtedness owing by such Subsidiary that was in existence at the time such Person first became a Subsidiaryletters of credit, bank guarantees, warehouse receipts or at the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was not created or incurred in contemplation similar instruments issued to support performance obligations and trade letters of such event, provided that such Indebtedness is at the time permitted pursuant to the terms of Section 7.02 credit (in the case of any Indebtedness secured by any Liens on assets of such Subsidiary);
(g) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary;
(h) Indebtedness, if any, which may be deemed to exist with respect to Swap Agreements;
(i) Indebtedness, if any, that may exist other than obligations in respect of deposits or payments made by customers or clients of such Subsidiaries;
(jother Debt) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables;
(k) to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations;
(l) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers and consultants of a Subsidiary incurred in the ordinary course of business;
(mg) Guarantees by Debt of Receivables Subsidiaries in respect of Indebtedness Permitted Receivables Facilities in an aggregate principal amount at any time outstanding not to exceed $250,000,000;
(i) any other Debt (not otherwise permitted under this Agreement), and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of Debt outstanding under this Section 10.1(h), provided that, the aggregate principal amount of Priority Debt at the time such Debt is incurred shall not exceed 8.5% of Consolidated Total Assets (except that refinancing Debt incurred in reliance on clause (ii) of this Section 10.1(h) will in any event be permitted (but will utilize basket capacity under this Section 10.1(h)) so long as the principal amount of such Debt does not exceed the principal amount of the Debt refinanced);
(i) Debt owed to be incurred any officers or employees of any member of the Consolidated Group; provided that the aggregate principal amount of all such Debt shall not exceed $10,000,000 at any time outstanding;
(j) guarantees of any Debt permitted pursuant to this Section 7.0110.1;
(nk) Indebtedness incurred to finance workers’ compensationDebt in respect of bid, healthperformance, disability surety bonds or life insurance or which finances other employee benefits or property, casualty or liability insurance, or self-insurance, in each case, completion bonds issued for the account of any member of the Consolidated Group in the ordinary course of business, including guarantees or obligations of any member of the Consolidated Group with respect to letters of credit supporting such bid, performance, surety or completion obligations;
(l) Debt incurred or arising from or as a result of agreements providing for indemnification, deferred payment obligations, purchase price adjustments, earn-out payments or similar obligations;
(m) Debt in connection with overdue accounts payable which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP;
(n) Debt arising or incurred as a result of or from the adjudication or settlement of any litigation or from any arbitration or mediation award or settlement, in any case involving any member of the Consolidated Group, provided that the judgment, award(s) and/or settlements to which such Debt relates would not constitute an Event of Default under Section 11(i);
(o) Indebtedness Debt in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the Foreign ordinary course of business; and
(p) (i) Debt of any Person which becomes a Restricted Subsidiary Borrowers after the Closing Date or is merged with or into or consolidated or amalgamated with any Restricted Subsidiary after the Closing Date and Debt expressly assumed in connection with the acquisition of an asset or assets from any other Person; provided that are (A) such Debt existed at the time such Person became a Restricted Subsidiary or of such merger, consolidation, amalgamation or acquisition and was not created in anticipation thereof, (B) immediately after such Person becomes a Restricted Subsidiary Guarantors or such merger, consolidation, amalgamation or acquisition, (x) no Default shall have occurred and be continuing and (y) the Reporting Entity shall be in compliance with Section 10.2 on a pro forma basis and (C) such Debt is not (a) Debt of Synergy Health plc or its Subsidiaries outstanding under the Existing Synergy Credit Agreement, (b) the Existing Synergy Notes, (c) Debt of Synergy Health plc or its Subsidiaries characterized as Capital Leases to the extent such Indebtedness Debt is incurred under this Agreement;
in excess of $75,000,000 or (pd) other Indebtedness Debt of Synergy Health plc or its Subsidiaries to the extent such Subsidiaries not described Debt is in clauses (a) through (o) or (q) incurred or created following the Closing Date so long as on the date excess of such incurrence or creation the sum of (A) the aggregate principal amount of such Indebtedness and (B) the aggregate principal amount of all Indebtedness incurred under clauses (a), (e) (in the case of renewals or extension of Indebtedness described in clauses (a) or (p)), and (p) and outstanding on such date, does not exceed the greater of (i) $300,000,000 30,000,000; and (ii) an amount equal to thirty-five percent any extension, renewal, refinancing, refunding, replacement or restructuring (35%or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of EBITDA as at any such Debt from time to time (in whole or in part), provided that the end outstanding principal amount of the Company’s most recently ended four Fiscal Quarter period for which financial statements have been made available, or are required to have been made available, any such Debt may only be increased to the Administrative Agent prior extent any such increase is permitted to such date; and
(q) all premiums (if any), interest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (p)be incurred under any other clause of this Section 10.1.
Appears in 1 contract
Subsidiary Indebtedness. The Company will not permit Permit any Subsidiary (other than a Subsidiary Guarantor) to create, incur incur, assume, or suffer to exist any Indebtedness, other thanexcept:
(a) Indebtedness all reimbursement obligations (direct or contingent) relating to letters of credit described in Section 7.01(j)(iii), including without limitation, those existing on the date Closing Date and listed on Part A of this Agreement Schedule 7.02 and described on Schedule 7.01any refinancings, refundings, renewals, or extensions thereof;
(b) Indebtedness secured by Liens permitted pursuant of each Subsidiary existing on the Closing Date (other than Indebtedness described in clause (a)) and listed on Part B of Schedule 7.02 and any refinancings, refundings, renewals, or extensions thereof; provided that (i) after giving effect to any such refinancing, refunding, renewal, or extension, the aggregate increased Indebtedness under this clause (b) incurred on or after the Closing Date, when aggregated, with any Indebtedness outstanding under Section 7.02(f), shall not exceed $25,000,000, and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any), and subordination (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 such Subsidiary or the Lenders than the terms of Section 7.02(a)(iii)any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed, or extended;
(c) Indebtedness obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that such Subsidiary owing to obligations are (or were) entered into by such Person in the Company ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or any other Subsidiaryproperty held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a "market view;"
(d) [Reserved]Indebtedness in respect of capital leases, Synthetic Lease Obligations, and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $25,000,000;
(e) Indebtedness arising from the renewal or extension of any Indebtedness described in clauses (a), (b), (f) or (o), provided that the amount of such Indebtedness is not increased Acquired Debt and any Liens securing such Indebtedness attached only to the assets previously serving as collateral for such Indebtedness prior to such renewal or extension;
(f) Indebtedness owing by such Subsidiary that was in existence at the time such Person first became a Subsidiaryrefinancings, refundings, renewals, or at the time such Person was merged into or consolidated with a Subsidiaryextensions thereof, which Indebtedness was not created or incurred in contemplation of such event, provided that such Indebtedness is at the time permitted pursuant to the terms of Section 7.02 (in the case of any Indebtedness secured by any Liens on assets of such Subsidiary);
(g) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary;
(h) Indebtedness, if any, which may be deemed to exist with respect to Swap Agreements;
(i) Indebtedness, if any, that may exist in respect of deposits or payments made by customers or clients of such Subsidiaries;
(j) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables;
(k) to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations;
(l) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers and consultants of a Subsidiary incurred in the ordinary course of business;
(m) Guarantees by Subsidiaries in respect of Indebtedness permitted to be incurred pursuant to this Section 7.01;
(n) Indebtedness incurred to finance workers’ compensation, health, disability or life insurance or which finances other employee benefits or property, casualty or liability insurance, or self-insurance, in each case, in the ordinary course of business;
(o) Indebtedness of the Foreign Subsidiary Borrowers that are not Subsidiary Guarantors to the extent such Indebtedness is incurred under this Agreement;
(p) other Indebtedness of such Subsidiaries not described in clauses (a) through (o) or (q) incurred or created following the Closing Date so long as on the date of such incurrence or creation the sum of (A) the aggregate principal amount of such Indebtedness and shall not exceed the principal amount of such Indebtedness immediately prior to giving effect to any such renewal, extension, amendment, modification, or refinancing; and
(Bf) the additional Indebtedness in an aggregate principal amount not to exceed, on any date of all determination, $25,000,000 less the aggregate increase in Indebtedness incurred on or after the Closing Date which is permitted under clauses (a), (e) (in the case of renewals or extension of Indebtedness described in clauses (a) or (p)), and (pSection 7.02(b) and is outstanding on such date, does not exceed the greater of (i) $300,000,000 and (ii) an amount equal to thirty-five percent (35%) of EBITDA as at the end of the Company’s most recently ended four Fiscal Quarter period for which financial statements have been made available, or are required to have been made available, to the Administrative Agent prior to such date; and
(q) all premiums (if any), interest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (p).
Appears in 1 contract
Sources: Credit Agreement (Allied World Assurance Holdings LTD)
Subsidiary Indebtedness. The Company Reporting Entity will not permit any Subsidiary member of the Consolidated Group that is not the Company or a Guarantor to incur Debt of any kind; provided that this Section 10.1 shall not apply to any of the following (other than a Subsidiary Guarantor) to create, incur or suffer to exist any Indebtedness, other than:without duplication):
(a) Indebtedness existing on the date of Debt incurred under this Agreement Agreement, any Notes and described on Schedule 7.01any Affiliate Guaranty;
(b) Indebtedness secured by Liens permitted pursuant Debt of any member of the Consolidated Group to any member of the terms Consolidated Group; provided that such Debt shall not have been transferred to any other Person (other than to any member of Section 7.02(a)(iiithe Consolidated Group);
(c) Indebtedness Debt outstanding on the date of such Subsidiary owing the Initial Closing andAmendment Effective Date and, to the Company extent in respect of obligations in excess of $25,000,000, set forth on Schedule 5.15 (it being understood that any Debt in excess of $25,000,000 outstanding on the Amendment Effective Date that is otherwise permitted under another clause of Section 10.1 need not be set forth on Schedule 5.15 in order to be so permitted under such other clause), and any extension, renewal, refinancing, refunding, replacement or any other Subsidiary;
restructuring (dor successive extensions, renewals, refinancings, refundings, replacements or restructurings) [Reserved];
(e) Indebtedness arising from the renewal or extension of any Indebtedness described such Debt from time to time (in clauses (a), (b), (f) whole or (oin part), provided that the outstanding principal amount of any such Debt may only be increased (x) to the extent of any accrued interest on such Debt or (y) to the extent any such increase is permitted to be incurred under any other clause of this Section 10.1;
(i) Debt of any member of the Consolidated Group incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Leases or finance leases and any Debt assumed in connection with the acquisition of any such assets (provided that such Debt is incurred or assumed prior to or within 90 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness is Debt does not increased exceed the cost of acquiring, constructing or improving such fixed or capital assets) and (ii) any Liens securing extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Indebtedness attached only Debt from time to time (in whole or in part), provided that the assets previously serving as collateral aggregate principal amount of Debt permitted by this Section 10.1(d) shall not exceed $100,000,000 at any time outstanding; STERIS CORPORATION NOTE PURCHASE AGREEMENT
(e) Debt under or related to Hedge Agreements entered into for such Indebtedness prior to such renewal or extensionnon-speculative purposes;
(f) Indebtedness owing by such Subsidiary that was in existence at the time such Person first became a Subsidiaryletters of credit, bank guarantees, warehouse receipts or at the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was not created or incurred in contemplation similar instruments issued to support performance obligations and trade letters of such event, provided that such Indebtedness is at the time permitted pursuant to the terms of Section 7.02 credit (in the case of any Indebtedness secured by any Liens on assets of such Subsidiary);
(g) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary;
(h) Indebtedness, if any, which may be deemed to exist with respect to Swap Agreements;
(i) Indebtedness, if any, that may exist other than obligations in respect of deposits or payments made by customers or clients of such Subsidiaries;
(jother Debt) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables;
(k) to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations;
(l) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers and consultants of a Subsidiary incurred in the ordinary course of business;
(mg) Guarantees by Debt of Receivables Subsidiaries in respect of Indebtedness Permitted Receivables Facilities in an aggregate principal amount at any time outstanding not to exceed $250,000,000;
(i) any other Debt (not otherwise permitted under this Agreement), and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of Debt outstanding under this Section 10.1(h), provided that, the aggregate principal amount of Priority Debt at the time such Debt is incurred shall not exceed 10% of Consolidated Total Assets (except that refinancing Debt incurred in reliance on clause (ii) of this Section 10.1(h) will in any event be permitted (but will utilize basket capacity under this Section 10.1(h)) so long as the principal amount of such Debt does not exceed the principal amount of the Debt extended, renewed, refinanced, refunded, replaced or restructured plus any accrued interest on such Debt);
(i) Debt owed to be incurred any officers or employees of any member of the Consolidated Group; provided that the aggregate principal amount of all such Debt shall not exceed $10,000,000 at any time outstanding;
(j) guarantees of any Debt permitted pursuant to this Section 7.0110.1;
(nk) Indebtedness incurred to finance workers’ compensationDebt in respect of bid, healthperformance, disability surety bonds or life insurance or which finances other employee benefits or property, casualty or liability insurance, or self-insurance, in each case, completion bonds issued for the account of any member of the Consolidated Group in the ordinary course of business, including guarantees or obligations of any member of the Consolidated Group with respect to letters of credit supporting such bid, performance, surety or completion obligations;
(l) Debt incurred or arising from or as a result of agreements providing for indemnification, deferred payment obligations, purchase price adjustments, earn-out payments or similar obligations;
(m) Debt in connection with overdue accounts payable which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP;
(n) Debt arising or incurred as a result of or from the adjudication or settlement of any litigation or from any arbitration or mediation award or settlement, in any case involving any member of the Consolidated Group, provided that the judgment, award(s) and/or settlements to which such Debt relates would not constitute an Event of Default under Section 11(i); STERIS CORPORATION NOTE PURCHASE AGREEMENT
(o) Indebtedness Debt in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the Foreign Subsidiary Borrowers that are not Subsidiary Guarantors to the extent such Indebtedness is incurred under this Agreement;ordinary course of business; and
(pi) other Indebtedness Debt of such Subsidiaries not described in clauses (a) through (o) or (q) incurred or created following the Closing Date so long as on any Person which becomes a Restricted Subsidiary after the date of such incurrence the Initial Closing or creation is merged with or into or consolidated or amalgamated with any Restricted Subsidiary after the sum date of the Initial Closing and Debt expressly assumed in connection with the acquisition of an asset or assets from any other Person;; provided that (A) such Debt existed at the aggregate principal amount time such Person became a Restricted Subsidiary or of such Indebtedness merger, consolidation, amalgamation or acquisition and was not created in anticipation thereof and (B) the aggregate principal amount of all Indebtedness incurred under clauses (a)immediately after such Person becomes a Restricted Subsidiary or such merger, consolidation, amalgamation or acquisition, (ex) (in the case of renewals or extension of Indebtedness described in clauses (a) or (p)), no Default shall have occurred and be continuing and (py) and outstanding the Reporting Entity shall be in compliance with Section 10.2 on such date, does not exceed the greater of (i) $300,000,000 a pro forma basis;; and (ii) an amount equal to thirty-five percent any extension, renewal, refinancing, refunding, replacement or restructuring (35%or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of EBITDA as at any such Debt from time to time (in whole or in part), provided that the end outstanding principal amount of the Company’s most recently ended four Fiscal Quarter period for which financial statements have been made available, or are required to have been made available, any such Debt may only be increased (x) to the Administrative Agent prior to such date; and
(q) all premiums (if any), interest, fees, expenses, charges and additional or contingent extent of any accrued interest on obligations described in clauses such Debt or (ay) through (p)to the extent any such increase is permitted to be incurred under any other clause of this Section 10.1.
Appears in 1 contract
Sources: Note Purchase Agreement (STERIS PLC)
Subsidiary Indebtedness. The Company will not permit Permit any Subsidiary (other than a Subsidiary Guarantor) to create, incur incur, assume or suffer to exist any Indebtedness, other thanexcept:
(a) Indebtedness existing outstanding on the date of this Agreement and described Closing Date set forth on Schedule 7.01;
8.02 (b) Indebtedness secured by Liens permitted pursuant to the terms of Section 7.02(a)(iiiand renewals, refinancings and extensions thereof);
(c) Indebtedness of such Subsidiary owing to the Company or any other Subsidiary;
(d) [Reserved];
(e) Indebtedness arising from the renewal or extension of any Indebtedness described in clauses (a), (b), (f) or (o), ; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, 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 Liens securing existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended;
(b) intercompany Indebtedness among the Borrower and its Subsidiaries or among Subsidiaries;
(c) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;
(d) Indebtedness (i) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including any capital lease obligations, provided, that such Indebtedness attached only is incurred prior to or within two hundred seventy (270) days after such acquisition or the assets previously serving as collateral for completion of such construction or improvement and the principal amount of such Indebtedness prior does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, or (ii) assumed in connection with the acquisition of any fixed or capital assets, and, in each case, any renewals, extensions or refinancings thereof, provided that the principal amount of such Indebtedness is not increased at the time of such renewal, extension or refinancing thereof except by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection with such renewal renewal, extension or extensionrefinancing;
(e) earn-out obligations in respect of any Acquisition;
(f) Indebtedness owing by such Subsidiary that was in existence at the time such Person first became a Subsidiary, or at the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was not created or incurred in contemplation of such event, other Indebtedness; provided that after giving effect to the incurrence on a Pro Forma Basis of any such Indebtedness is at and the time permitted pursuant to application of proceeds thereof, the terms sum, without duplication, of Section 7.02 (in the case of any Indebtedness secured by any Liens on assets of such Subsidiary);
(g) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary;
(h) Indebtedness, if any, which may be deemed to exist with respect to Swap Agreements;
(i) Indebtedness, if any, that may exist in respect of deposits or payments made by customers or clients of such Subsidiaries;
(j) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables;
(k) to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations;
(l) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers and consultants of a Subsidiary incurred in the ordinary course of business;
(m) Guarantees by Subsidiaries in respect aggregate outstanding principal amount of Indebtedness permitted to be incurred pursuant to by this Section 7.01;
8.02(f), and (n) Indebtedness incurred to finance workers’ compensation, health, disability or life insurance or which finances other employee benefits or property, casualty or liability insurance, or self-insurance, in each case, in the ordinary course of business;
(o) Indebtedness of the Foreign Subsidiary Borrowers that are not Subsidiary Guarantors to the extent such Indebtedness is incurred under this Agreement;
(p) other Indebtedness of such Subsidiaries not described in clauses (a) through (o) or (q) incurred or created following the Closing Date so long as on the date of such incurrence or creation the sum of (Aii) the aggregate principal amount of such the outstanding Indebtedness secured by ▇▇▇▇▇ permitted by Section 8.01(n) does not exceed at any one time outstanding the greater of (A) $500,000,000 and (B) the aggregate principal amount 12.5% of all Indebtedness incurred under clauses (a), (e) (in the case of renewals or extension of Indebtedness described in clauses (a) or (p)), and (p) and outstanding on such date, does not exceed the greater of (i) $300,000,000 and (ii) an amount equal to thirty-five percent (35%) of EBITDA as at the end Consolidated Tangible Assets of the Company’s Borrower and its Subsidiaries (as determined as of the last day of the most recently ended four Fiscal Quarter period fiscal quarter for which financial statements have been made available, or are required to have been made available, to the Administrative Agent prior to such datedelivered); and
(qg) all premiums (Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that a Subsidiary shall not Guarantee any Indebtedness of any other Subsidiary that it would not have been permitted to incur under this Section if any), interest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (p)it were a primary obligor thereon.
Appears in 1 contract
Sources: Credit Agreement (Qorvo, Inc.)
Subsidiary Indebtedness. The Company will Borrower shall not permit any Subsidiary (other than a Subsidiary Guarantor) Subsidiary, directly or indirectly, to create, incur incur, assume, or suffer permit to exist any Indebtedness, other thanexcept:
(a) Indebtedness existing on the date of this Agreement hereof and described listed on Schedule 7.017.02 as Indebtedness of a Subsidiary, in an amount not to exceed the amount listed on Schedule 7.02, and refinancings, refundings, renewals, extensions, and replacements of such Indebtedness that do not increase the outstanding principal amount thereof at the time of such refinancing, refunding, renewal, extension, or replacement;
(b) Indebtedness secured by Liens permitted pursuant to the terms of Section 7.02(a)(iii);
(c) Indebtedness of such Subsidiary owing to the Company Borrower or any other Subsidiary;
(c) Indebtedness assumed in connection with the acquisition of an asset or Indebtedness of a Person, in either case, existing at the time such asset or Person is acquired by, or merged or consolidated with or into, any Subsidiary (and renewals, extensions, amendments, and modifications of such Indebtedness satisfying the requirements of clause (a) preceding), so long as (i) such Indebtedness was not incurred in contemplation of such acquisition, merger, or consolidation, (ii) no Event of Default or Default then exists or arises as a result thereof, and (iii) no other Subsidiary (other than the existing obligors at the time such Person or asset was acquired) shall have or incur any direct or indirect liability for such Indebtedness;
(d) [Reserved]other unsecured Indebtedness of any Subsidiary not otherwise permitted by this Section 7.03, so long as no Default or Event of Default exists on the date any such Indebtedness is created, incurred, or assumed, or arises after giving effect to such incurrence of Indebtedness;
(e) Indebtedness arising from the renewal obligations (contingent or extension otherwise) of any Indebtedness described Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Subsidiary for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in clauses the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view,” and (aii) such Swap Contract does not contain a provision designating the “First Method” (as defined in the form of the Master Agreement) or any other provision directly or indirectly exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party after the occurrence of an “Early Termination Date” (as defined in such Swap Contract), (b), ; and
(f) Indebtedness in respect of capital leases, Synthetic Lease Obligations, and purchase money obligations for fixed or (o)capital assets, provided that the amount of such Indebtedness is not increased and so long as any Liens securing such Indebtedness attached only to satisfy the assets previously serving as collateral for such Indebtedness prior to such renewal or extension;
(f) Indebtedness owing by such Subsidiary that was in existence at the time such Person first became a Subsidiary, or at the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was not created or incurred in contemplation of such event, provided that such Indebtedness is at the time permitted pursuant to the terms requirements of Section 7.02 (in the case of any Indebtedness secured by any Liens on assets of such Subsidiary);
(g) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary;
(h) Indebtedness, if any, which may be deemed to exist with respect to Swap Agreements;
(i) Indebtedness, if any, that may exist in respect of deposits or payments made by customers or clients of such Subsidiaries;
(j) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables;
(k) to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations;
(l) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers and consultants of a Subsidiary incurred in the ordinary course of business;
(m) Guarantees by Subsidiaries in respect of Indebtedness permitted to be incurred pursuant to this Section 7.01;
(n) Indebtedness incurred to finance workers’ compensation, health, disability or life insurance or which finances other employee benefits or property, casualty or liability insurance, or self-insurance, in each case, in the ordinary course of business;
(o) Indebtedness of the Foreign Subsidiary Borrowers that are not Subsidiary Guarantors to the extent such Indebtedness is incurred under this Agreement;
(p) other Indebtedness of such Subsidiaries not described in clauses (a) through (o) or (q) incurred or created following the Closing Date so long as on the date of such incurrence or creation the sum of (A) the aggregate principal amount of such Indebtedness and (B) the aggregate principal amount of all Indebtedness incurred under clauses (a), (e) (in the case of renewals or extension of Indebtedness described in clauses (a) or (p)), and (p) and outstanding on such date, does not exceed the greater of (i) $300,000,000 and (ii) an amount equal to thirty-five percent (35%) of EBITDA as at the end of the Company’s most recently ended four Fiscal Quarter period for which financial statements have been made available, or are required to have been made available, to the Administrative Agent prior to such date; and
(q) all premiums (if any), interest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (p)7.
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