Allocation of Debt. For tax purposes, the indebtedness of the LLC shall be allocated among the Members under Code Section 752.
Allocation of Debt. (1) Debt will be allocated as follows:
(a) Debt secured by Retained Business Group Assets, or otherwise specifically associated with the Retained Business, will be assumed or retained by Hilton and/or the appropriate Retained Business Subsidiaries. As of May 31, 1998, such Debt comprises (x) IRB financings of the Atlanta Airport Hilton and the New Orleans Airport Hilton (in the amounts of $50 million and $32 million, respectively), (y) two mortgages on the New Orleans Hilton (in
(1) All amounts set forth in this Section 2.08 are approximate and represent gross principal amounts. the amounts of $46 million and $53 million, respectively) and (z) the unsecured credit facility relating to the Hilton Hawaiian Village (in the amount of $480 million).
(b) Debt secured by Gaming Group Assets, or otherwise specifically associated with the Gaming Business, will be assumed or retained by Gaming Co. and/or the appropriate Gaming Subsidiaries. As of May 31, 1998, such Debt comprises (i) $13.6 million of secured Debt relating to the Belle of Orleans riverboat, and (ii) $2.9 million of other Debt.
(c) Except as provided by Section 2.08(f), Hilton's public bond Debt will be Retained Debt. As of May 31, 1998, such Debt consists of (i) $500 million of unsecured 5% convertible subordinated notes due 2006 (the "SUBORDINATED NOTES"), (ii) $1.4 billion of unsecured senior notes issued in 1997, with various interest rates and maturities ranging from 2002 to 2017 (the "1997 NOTES"), (iii) $267.6 million of unsecured 7.7% notes issued in 1992 and due in 2002 (the "1992 NOTES") and (iv) unsecured medium-term notes, Series A and Series B, due 1998 through 2001 ($135.1 million currently outstanding).
(d) Debt under Hilton's credit agreement and related commercial paper program ("CREDIT AGREEMENT DEBT") will be refinanced by new credit facilities obtained by Hilton and Gaming Co., respectively. Except as provided by Section 2.08(g), Hilton will be responsible for refinancing an amount of the Credit Agreement Debt (the "RETAINED CREDIT AGREEMENT DEBT AMOUNT") equal to the amount set forth in Schedule 9 PLUS the amount of option cash-outs attributable to Retained Business Group employees, if any (which Debt shall constitute a part of the Retained Debt). Gaming Co. will be responsible for refinancing the remainder of the Credit Agreement Debt (which Debt shall constitute a part of the Assumed Debt).
(e) In the event that the parties cannot fully and finally determine the Retained Credit ...
Allocation of Debt. Debt will be allocated as follows:
(a) Debt secured by Mississippi Group Assets, or otherwise specifically associated with the Mississippi Business, will be retained by Company and/or the appropriate Mississippi Subsidiaries. As of the date of this Agreement, such Debt consists of the First Mortgage Notes.
(b) The Senior Notes will be retained by Company and/or the appropriate Mississippi Subsidiary.
(c) Debt relating to the Bank of America Revolving Credit Facility will be retained by Company and/or the appropriate Mississippi Subsidiary.
(d) Any other of Company's unsecured Debt will be Retained Debt.
(e) Debt secured by any Non-Mississippi Group Assets will be assumed by Lakes and/or the appropriate Non-Mississippi Subsidiaries.
(f) Notwithstanding anything to the contrary herein, (i) increases (decreases) in Debt incurred (repaid) after December 31, 1998 arising out of operations of the Mississippi Business (regardless of whether the Distribution has occurred) shall be allocated to Company and (ii) increases (decreases) in Debt incurred (repaid) after December 31, 1998 arising out of operations of the Non-Mississippi Business (regardless of whether the Distribution has occurred) shall be allocated to Lakes; and, to the extent such increases (decreases) are not already given effect in the definition of Net Cash, such increases (decreases) shall increase or decrease (as applicable) the Debt allocated to Company or Lakes (as applicable).
Allocation of Debt. 16 Section 2.09. Ancillary Agreements Between Hilton and Park Place..................................19
Allocation of Debt. 15 Section 2.09. Ancillary Agreements Between Hilton and Gaming Co. . . . 17
Allocation of Debt. Prior to or contemporaneously with the consummation of the NextLevel Systems Distribution, each of the parties hereto will take such action and make such transfers so that, to the extent possible, as of the Distribution Time
(a) the Actual GS Debt Amount (less the amount of any Cash and Cash Equivalents held by GS or the GS Subsidiaries) shall equal the GS Base Amount, and (b) the Actual CommScope Debt Amount (less the amount of any Cash and Cash Equivalents held by CommScope or the CommScope Subsidiaries) shall equal the CommScope Base Amount.
Allocation of Debt. Debt will be allocated as follows:
(a) Any Debt of Parent, including without limitation any Debt secured by Parent assets, shall be retained Debt to be satisfied by Parent.
(b) Any Debt of Subsidiary, including without limitation any Debt secured by Subsidiary assets, shall be retained as an obligation to be satisfied by Subsidiary.
Allocation of Debt. For purposes of allocating excess Nonrecourse Liabilities among the Members pursuant to Treasury Regulations Section 1.752-3(a)(3), the Members’ interests in Profits shall be allocated among the Members in the proportion to their respective Percentage Interests.
Allocation of Debt. Debt will be allocated as follows: (a) any Debt of Parent, including without limitation any Debt secured by Parent Assets, shall be retained by Parent to be satisfied by Parent, except as set forth on Schedule 2.06; and (b) any Debt of Subsidiary, including without limitation any Debt secured by Subsidiary Assets shall be (i) retained as an obligation to be satisfied by Subsidiary or (ii) assumed by Subsidiary (as applicable) as part of the Assumed Liabilities. In addition, any Debt identified on Schedule B shall be assumed by Subsidiary as part of the Assumed Liabilities.
Allocation of Debt. Debt will be allocated as follows:
