Debt of the Company. Immediately following the Closing after giving effect to the Plan, the aggregate outstanding Proportionally Consolidated Debt shall not exceed $22,100,000,000 in the aggregate minus (i) the amount of Proportionally Consolidated Debt attributable to assets sold, returned, abandoned, conveyed, transferred or otherwise divested during the period between the date of this Agreement through the Closing and minus (ii) the excess, if any, of $1,500,000,000 over the aggregate principal amount of new Unsecured Indebtedness incurred after the date of this Agreement and on or prior to the Closing Date for cash (“New Debt”) and the aggregate principal amount of any Debt under the Xxxxx Bonds or the Exchangeable Notes that is reinstated under the Plan (such amounts reinstated, the “Reinstated Amounts”) minus (iii) the amount of Proportionally Consolidated Debt attributable to Identified Assets contributed to GGO pursuant to Section 2.1(a), minus (iv) the amount of Proportionally Consolidated Debt attributable to assets other than Identified Assets contributed to GGO pursuant to Section 2.1(a) minus (v) the principal and/or liquidation preference of the TRUPS and the UPREIT Units not reinstated, plus (vi) in the event the Closing occurs prior to September 30, 2010, the amount of scheduled amortization on Proportionally Consolidated Debt (other than Corporate Level Debt) from the Closing Date to September 30, 2010 that otherwise would have been paid by September 30, 2010, minus (vii) in the event the Closing occurs on or after September 30, 2010, the amount of actual amortization paid on Proportionally Consolidated Debt (other than Corporate Level Debt) from September 30, 2010 to the Closing Date, plus (viii) (A) the excess of the aggregate principal amount of new Debt incurred to refinance existing Debt in accordance with Section 7.1(r)(vii) hereof over the principal amount of the Debt so refinanced and (B) new Debt incurred to finance unencumbered Company Properties and Non-Controlling Properties after the date of this Agreement and on or prior to the Closing (such amounts contemplated by clauses (A) and (B) collectively, the “Additional Financing”) plus (ix) the amount of other principal paydowns, writedowns and resulting impact on amortization (or payments in the anticipated amortization schedule with respect to Fashion Show Mall (Fashion Show Mall LLC), The Shoppes at the Palazzo and Oakwood Shopping Center (Gretna, LA)) currently anticipated to be made by the Compan...
Debt of the Company owing to and held by any Wholly Owned Subsidiary or Debt of any Restricted Subsidiary issued to and held by the Company or any Wholly Owned Subsidiary; provided, however, that any subsequent issue or transfer of Capital Stock or other event that results in any such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any subsequent transfer of any such Debt (except to the Company or a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Debt by the issuer thereof;
Debt of the Company. The Company will satisfy all Liabilities in respect of the Debt identified on Schedule 5.8 in full at or before the Closing.
Debt of the Company owing to and held by any Wholly Owned Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Company or any Wholly Owned Restricted Subsidiary; provided that (x) any Debt owed by the Company or any Subsidiary Guarantor to any Restricted Subsidiary that is not a Subsidiary Guarantor shall be subordinated to prior payment in full of the Notes and (y) any subsequent issue or transfer of Capital Stock or other event that results in any such Wholly Owned Restricted Subsidiary ceasing to be a Wholly Owned Restricted Subsidiary or any subsequent transfer of any such Debt (except to the Company or a Wholly Owned Restricted Subsidiary) shall be deemed, in each case, to constitute the incurrence of such Debt by the issuer thereof;
Debt of the Company. Total Liabilities $ Minus: Loan loss reserves: $ Minus: Deferred taxes arising from capitalized excess servicing fees: $ DEBT: $
Debt of the Company. Total Liabilities: $ ------------- DEBT: $ -------------
Debt of the Company owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary; provided, however, that (1) any subsequent issue or transfer of Capital Stock or other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Debt (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Debt by the issuer thereof not permitted by this clause (4) and (2) such Debt shall be expressly subordinated to the prior payment in full in cash of all obligations under the Senior Notes;
Debt of the Company. Except as contemplated by Section 6.01(g), all indebtedness of the Company outstanding on the date hereof shall remain in full force and effect, with only those modifications as shall be approved by Purchaser in writing and Sellers shall have obtained from the respective lenders their written consent, if required, to the consummation of the Acquisition as contemplated by this Agreement, so as to permit such indebtedness to remain outstanding after the Closing.
Debt of the Company. The Company will not, and the Company ------------------- will not permit any of its Subsidiaries to, directly or indirectly, create, assume, incur, issue, agree to purchase or repurchase, or provide funds in respect of, or otherwise become or remain liable in respect of, by way of Guaranty or otherwise, any Debt, except that:
(a) the Company may become and remain liable in respect of the Debt evidenced by the Notes;
(b) the Company may become and remain liable in respect of Current Debt incurred under a revolving credit facility in an aggregate principal amount at any time outstanding not exceeding $3,500,000, the proceeds of which are used by the Company for working capital and for no other purpose; provided, however, that the Company shall not be permitted to have any such -------- ------- Current Debt outstanding unless there shall have been during the immediately preceding twelve-month period a period of at least 30 consecutive days on each of which there shall have been no such Current Debt outstanding, and any violation by the Company of this proviso will constitute an Event of Default, whether or not the Company is otherwise permitted to incur additional Debt pursuant to subdivision (e) of this SECTION 6.2;
(c) the Company may remain liable in respect of the Debt outstanding on the date of this Agreement and described in SCHEDULE III, and any extension, renewal, refunding or refinancing thereof, provided that the -------- principal amount thereof is not increased;
(d) any Subsidiary may become and remain liable in respect of Debt of such Subsidiary owing to the Company or a Wholly-Owned Subsidiary; and
(e) the Company and any Subsidiary may become and remain liable in respect of additional Debt (other than Debt prohibited by virtue of the proviso to SECTION 6.2(b)), provided that on and as of the date on which -------- the Company or such Subsidiary proposes to incur any such additional Debt and after giving effect to such incurrence and to the substantially concurrent incurrence or retirement of any other Debt by the Company and its Subsidiaries and to the application of the proceeds of such Debt, no Event of Default shall have occurred and be continuing; and provided, -------- further, however that in no event shall any Subsidiary be permitted to ------- ------- become and remain liable in respect of additional Debt pursuant to this SECTION 6.2(e) unless and until such Subsidiary shall have executed and delivered to each Noteholder a guaranty by ...
Debt of the Company owing to and held by any consolidated Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Company or any consolidated Restricted Subsidiary; provided, however, that any subsequent issue or transfer of Capital Stock or other event that results in any such consolidated Restricted Subsidiary ceasing to be a consolidated Restricted Subsidiary or any subsequent transfer of any such Debt (except to the Company or a consolidated Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Debt by the issuer thereof;
