Print Page  |  Close Window

SEC Filings

8-K
NN INC filed this Form 8-K on 10/20/2015
Entire Document
 


Securities Account Control Agreement” has the meaning assigned thereto in the Security Agreement.

Security Agreement” has the meaning specified in Section 4.01(a)(iii).

Security Joinder Agreement” has the meaning specified in the Security Agreement.

Sold Account” means an Account which Borrower or a Subsidiary has sold to, or otherwise has granted a Lien on or in favor of, the purchaser pursuant to a Qualified Receivables Transaction, for which such Credit Party has received the purchase price for such Account.

Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Specified Loan Party” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 29 of the Security Agreement and any other “keepwell, support or other agreement” for the benefit of such Loan Party).

Specified Purchase Agreement Representations” means the representations and warranties made by, or with respect to, the Company and its Subsidiaries in the Closing Date Acquisition Agreement as are material to the interests of the Lenders (in their capacities as such), but only to the extent that the Borrower (or any of its Affiliates) have the right to terminate the Borrower’s obligations under the Closing Date Acquisition Agreement (or decline or otherwise refuse to consummate the Closing Date Acquisition pursuant to the Closing Date Acquisition Agreement) as a result of a breach of any such representation and warranty in the Closing Date Acquisition Agreement or any such representation and warranty not being accurate (in each case, determined without regard to any notice requirement).

Specified Representations” means the representations and warranties set forth in Sections 5.01, 5.02 (other than clauses (b) and (c) thereof), 5.06 (subject to the last sentence of Section 4.01(a) with respect to the perfection of liens), 5.13 (determined for this purpose for the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date and after giving effect to the Transactions), 5.15, 5.21, 5.22 and 5.26.

Specified Transaction” means any Acquisition, Investment or Restricted Payment (in each case, whether or not consummated and including any such transaction consummated prior

 

-36-