Intercompany Debt. It is understood that Debt shall not include any redeemable equity interest in the Company.
Intercompany Debt. (a) Each Grantor hereby agrees that any intercompany Debt or other intercompany payables or receivables directly or indirectly made by or owed to such Grantor by any other Grantor (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Borrower Obligations. Each Grantor hereby agrees that following a single written notice to Borrower, such Grantor will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until all Secured Obligations have been paid in full and the Commitments have been terminated, in each case, except with the prior written consent of the Agent.
(b) In the event that any payment on any Intercompany Debt shall be received by a Grantor other than as permitted by this Section 19.17 before all Secured Obligations have been paid in full, the Commitments have been terminated pursuant to each Credit Agreement, such Grantor shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that the Agent and the Lenders shall have been paid in full, in cash, all Borrower Obligations owed or which may become owing.
(c) Upon any payment or distribution of any assets of any Grantor of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Grantor or in the event of any case, proceeding or other action described in Section 8.1.3 of either Credit Agreement, the Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Borrower Obligations and of this Agreement, of all amounts payable under or in respect of such Borrower Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such case, proceeding or other action, any distribution or payment, to which the Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Grantor, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to the Agent (for the benefit of the Agent and the Lenders) to the extent necessary to pay all such Borrower Obligations in full ...
Intercompany Debt endorsements of negotiable instruments for collection in the ordinary course of business.
Intercompany Debt. (i) unsecured Indebtedness of the Borrower owed to any Subsidiary Guarantor, provided such Indebtedness constitutes Subordinated Indebtedness; and (ii) unsecured Indebtedness of any Subsidiary Guarantor to the Borrower or to another Subsidiary Guarantor;
Intercompany Debt. Indebtedness of the Borrower to any of its Subsidiaries, and Indebtedness of any of the Borrower's Subsidiaries to the Borrower or to another Subsidiary of the Borrower;
Intercompany Debt. In this example, all of the facts described in the Base Case above are the same, except that between the owners of Shopping Center 3, Company E has an Intercompany Debt obligation in the amount of $25 to Company F. Prior to the application of the adjustments contained in the definition of Allocated Share, the Allocated Shares of the Owners of Shopping Center 3 would be as follows: Allocated Share (unadjusted): 50 = 100 x 50% 50 = 100 x 50% To account for Intercompany Debt, the definition of “Allocated Share” provides an adjustment to (i) reduce the Allocated Share that would otherwise be payable to Company E by an amount equal to its indebtedness to Company F and (ii) increase the Allocated Share that would otherwise be payable to Company F by an amount equal to Company E’s indebtedness to Company F, with the following outcome: Allocated Share (adjusted): 25 = 100 x 50% - 25 75 = 100 x 50% + 25 As a result of this adjustment to the Allocated Shares of Company E and Company F, the Intercompany Debt obligations between these entities have now been resolved. Alamo Quarry Market 10.1916 % Carmel Country Plaza 4.8359 % Carmel Mountain Plaza 7.1580 % Xxxxx Xxx Xxxxxxxxxxx 0.0000 % Lomas Santa Fe Plaza 6.5271 % Rancho Carmel Plaza 0.4388 % Solana Beach Towne Centre 5.6143 % The Shops at Kalakaua 0.2883 % Del Monte Center 5.7928 % Waikele Center 9.0461 % Waikiki Beach Walk Waikiki Beach Walk Retail 0.6668 % Embassy Suites at Waikiki Beach Walk 6.3419 % ICW Valencia/Valencia Corporate Center 1.7184 % Torrey Reserve ICW Plaza 2.0728 % Torrey Reserve North Court I & II 4.1456 % Torrey Reserve South Court I & II 4.7826 % Torrey Daycare 0.2370 % Xxxxxx XX I-III 1.2492 % Existing Common Area – Future Development Parcel 0.3981 % Solana Beach Corporate Centre Solana Beach Corporate Centre – I & II 2.2375 % Solana Beach Corporate Centre – III & IV 0.3116 % Solana Beach Towne Centres Investments (Vacant Land) 0.0686 % 000 Xxxx Xxxxxx 2.4814 % The Landmark at One Market 5.5594 % Fireman’s Fund Headquarters 9.6718 % Imperial Beach Gardens 0.6589 % Loma Palisades 2.5884 % Mariner’s Point 0.2745 % Xxxxx Xx Xxxx XX Xxxxxx 0.0000 % Land for Development Pac Sorrento Valley Holdings 1 (Vacant Land) 0.1235 % Sorrento Pointe 0.2471 % Management Company (American Assets Trust Management, LLC) 3.5690 % Total 100.0000 % Alamo Quarry Market $ 98,954,256 Carmel Country Plaza $ 10,271,191 Carmel Mountain Plaza $ 63,554,812 South Bay Marketplace $ 23,000,000 Lomas Santa Fe Plaza $ 19,850,45...
Intercompany Debt amend the finance documents to (i) provide that intercompany debt should be freely transferable within the group, provided that only, in the case of any intercompany debt which is the subject of security granted in favour of the Finance Parties, equivalent security is granted to the Finance Parties; and (ii) permit amendments to any intercompany debt documents without lender consent.
Intercompany Debt. All present and future indebtedness of Borrower and any Guarantor owed or owing to any one or more of Borrower, any Guarantor, or any other Affiliate of Borrower or any other Affiliate of any Guarantor shall, at all times, be subordinated to the Obligations pursuant to a subordination agreement on Bank’s standard form (the “Intercompany Subordination Agreement”).
Intercompany Debt. Cause all of the outstanding intercompany promissory notes evidencing Indebtedness (other than working capital advances) owing from a direct Subsidiary of a Loan Party which is not a Guarantor to the Borrower or any Guarantor to be promptly delivered to the Administrative Agent, together with duly executed in blank and undated allonges attached thereto such that at all times the Administrative Agent shall maintain a first priority, perfected Lien pursuant to the terms and conditions of the Collateral Documents, and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.
Intercompany Debt normal trade credits in the ordinary course of business;
