Allocated Debt definition
Examples of Allocated Debt in a sentence
Except as disclosed in the Registration Statement, no Participating Entity has incurred any indebtedness related to any of the Properties owned by such Participating Entity except in each instance for the Allocated Debt, debt secured by Permitted Liens, trade payables which are no more than sixty (60) days past due and other customary and ordinary expenses in the ordinary course of business.
In addition, at Closing, the Contributor shall receive a credit equal to the amount of any reserves (other than any cash reserves established with the lender with respect to the Allocated Debt (the “Lender Reserves”)) established by Holdings or any Participating Entity with respect to the Properties (the “Reserves”).
For the avoidance of doubt, the Contributors hereby agree to be solely responsible for all assumption costs, debt transfer costs, consent fees, prepayment fees or other charges payable with respect to the transfer of its Contributed Assets subject to the Allocated Debt (the “Allocated Debt Transfer Costs”).
For the avoidance of doubt, the Contributor hereby agrees to be solely responsible for all assumption costs, debt transfer costs, consent fees, prepayment fees or other charges payable with respect to the transfer of its Contributed Assets subject to the Allocated Debt (the “Allocated Debt Transfer Costs”).
For the avoidance of doubt, the Contributor hereby agrees to be solely responsible for all assumption costs, debt transfer costs, consent fees, prepayment fees or other charges payable with respect to the transfer of its Contributed Assets subject to the Allocated Debt (the “Allocated Debt Transfer Costs”) and any costs associated with the Exclusion Transaction or the Loan Release (collectively, the “Exclusion Costs”).
Except as disclosed in the Registration Statement, SCP III has not incurred any indebtedness except for the Allocated Debt, debt secured by Permitted Liens, trade payables which are no more than sixty (60) days past due and other customary and ordinary expenses in the ordinary course of business.
The parties acknowledge that the Allocated Debt includes, inter alia, mezzanine debt secured in part by the Excluded Properties, which debt will be paid-off immediately upon Closing.
Except as disclosed in the Registration Statement, SCP has not incurred any indebtedness except for the Allocated Debt, debt secured by Permitted Liens, trade payables which are no more than sixty (60) days past due and other customary and ordinary expenses in the ordinary course of business.
The Splitco Securities Principal Amount may be increased pursuant to Section 3.2. In addition, as of the Estimation Date, (i) if the Parent Estimated Debt Expenses exceed the Parent Allocated Debt Expenses, then the Splitco Securities Principal Amount shall be increased by the amount of such excess, and (ii) if the Parent Allocated Debt Expenses exceed the Parent Estimated Debt Expenses, then the Splitco Securities Principal Amount shall be reduced by the amount of such excess.
The aggregate amount of nonrecourse debt to be so allocated to CAP Sellers, as set forth on Schedule 11.1, is referred to herein as the "Aggregate Allocated Debt." Neither Buyer OP nor CAP Sellers makes any representation or warranty to the other as to whether the IRS will agree with such allocation or, if the IRS does not so agree, whether the IRS would prevail in such contrary position.