Deferred Intercompany and ELA Items definition

Deferred Intercompany and ELA Items means intercompany items (as such term is defined in Treasury Regulations Section 1.1502-13(b)(2)) or any excess loss account (as such term is defined in Treasury Regulations Section 1.1502-19(a)), in each case, of any subsidiary of TCEH (other than TCEH Finance) that are accelerated into income as a result of the Distribution pursuant to Treasury Regulations Section 1.1502-13(d) or Section 1.1502-19.
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Deferred Intercompany and ELA Items means intercompany items (as such term is defined in Treasury Regulations Section 1.1502-13(b)(2)) or any excess loss account (as such term is defined in Treasury Regulations Section 1.1502-19(a)), in each case, of any subsidiary of TCEH (other than TCEH Finance) that areaccelerated into income as a result of the Distribution pursuant to Treasury Regulations Section 1.1502-13(d) or Section 1.1502-19.
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Deferred Intercompany and ELA Items means intercompany items (as such term is defined in Treasury Regulations Section 1.1502-13(b)(2)) and excess loss accounts (as such term is defined in Treasury Regulations Section 1.1502-19(a)), in each case, of any subsidiary of TCEH (other than TCEH Finance) that are accelerated into income as a result of the Distribution pursuant to Treasury Regulations Section 1.1502-13(d) or Section 1.1502-19. EXHIBIT H EFIH PIK NOTE CLAIMS SETTLEMENT STIPULATION This STIPULATION (this “Stipulation”)1 is made and entered into as of October 27, 2015 (the “Stipulation Effective Date”), by and among the following parties: (a) (i) Energy Future Intermediate Holding Company LLC (“EFIH”), a Delaware limited liability company; and (ii) EFIH Finance Inc. (“EFIH Finance,” and together with EFIH, the “EFIH Debtors”), a Delaware corporation and a direct, wholly-owned subsidiary of EFIH; and (b) GSO Capital Partners LP, solely on behalf of the undersigned funds and accounts it manages or advises (collectively, “GSO”), Avenue Capital Management II, L.P. (“Avenue,” and together with GSO, the “Initial EFIH PIK Settling Noteholders”), and the other undersigned beneficial holders or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders (collectively with the Initial EFIH PIK Settling Noteholders, the “Settling EFIH PIK Noteholders”) that hold claims (the “EFIH PIK Note Claims”) against the EFIH Debtors arising out of the 11.25%/12.25% senior toggle notes due December 1, 2018 (the “EFIH PIK Notes”), issued pursuant to that certain Indenture (as amended and/or supplemented, the “EFIH PIK Notes Indenture”) dated as of December 5, 2012, by and among, inter alia, the EFIH Debtors, as issuers, and UMB Bank, N.A., as successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (the “EFIH PIK Notes Trustee”). Each EFIH Debtor and each Settling EFIH PIK Noteholder is referred to herein as a “Party” and are collectively referred to herein as the “Parties.”
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Related to Deferred Intercompany and ELA Items

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

  • Permitted Intercompany Investments means Investments made by (a) a Loan Party to or in another Loan Party, (b) a Subsidiary that is not a Loan Party to or in another Subsidiary that is not a Loan Party and (c) a Subsidiary that is not a Loan Party to or in a Loan Party, so long as, in the case of a loan or advance made pursuant to this clause (c), the parties thereto are party to the Intercompany Subordination Agreement.

  • Subordinated Intercompany Debt shall have the meaning assigned to such term in Section 6.01(e).

  • Transferred Interests has the meaning set forth in the Recitals.

  • Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.

  • Contribution Agreements has the meaning set forth in the Recitals.

  • Tax Receivable Agreements means this Agreement and any Post-IPO TRA.

  • Distribution Agreements means (i) any and all agreements entered into by a Credit Party, pursuant to which such Credit Party has sold, leased, licensed or assigned distribution rights or other exploitation rights to any Item of Product to an un-Affiliated Person, and (ii) any and all agreements hereafter entered into by a Credit Party pursuant to which such Credit Party sells, leases, licenses or assigns distribution rights or other exploitation rights to an Item of Product to an un-Affiliated Person.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Intercompany Claims means, collectively, any Claim held by a Debtor against another Debtor.

  • Deferred Interest shall have the meaning set forth in Section 4.1.

  • Subordinated Intercompany Note means the Intercompany Subordinated Note, dated as of the Agreement Date, by and among Holdings, the Borrower and each Restricted Subsidiary of Holdings from time to time party thereto.

  • Intercompany Subordination Agreement means an intercompany subordination agreement, dated as of even date with this Agreement, executed and delivered by each Loan Party and each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.

  • Intercompany Agreements has the meaning set forth in Section 2.03(a).

  • Intercompany Debt has the meaning specified in Section 7.02(d).

  • Intercompany Accounts has the meaning set forth in Section 2.03(a).

  • Intercompany Interest means an Interest in a Debtor held by another Debtor.

  • Tax Receivable Agreement means the Tax Receivable Agreement dated as of or about the date hereof among the Company, Managing Member and the other parties from time to time party thereto, as amended from time to time.

  • Intercompany Account means any receivable, payable or loan between any member of the Ensign Group, on the one hand, and any member of the Pennant Group, on the other hand, that exists prior to the Effective Time and is reflected in the records of the relevant members of the Ensign Group and the Pennant Group, except for any such receivable, payable or loan that arises pursuant to this Agreement or any Ancillary Agreement.

  • Intercompany Loans shall have the meaning provided in Section 10.05(h).

  • Permitted Intercompany Activities means any transactions between or among the Borrower and its Restricted Subsidiaries that are entered into in the ordinary course of business of the Borrower and its Restricted Subsidiaries and, in the good faith judgment of the Borrower are necessary or advisable in connection with the ownership or operation of the business of the Borrower and its Restricted Subsidiaries, including, but not limited to, (i) payroll, cash management, purchasing, insurance and hedging arrangements and (ii) management, technology and licensing arrangements.

  • Permitted Intercompany Advances means loans made by (a) a Loan Party to another Loan Party, (b) a Subsidiary of a Borrower that is not a Loan Party to another Subsidiary of a Borrower that is not a Loan Party and (c) a Subsidiary of a Borrower that is not a Loan Party to a Loan Party, so long as the parties thereto are party to the Intercompany Subordination Agreement.

  • Intercompany Agreement means the agreement regarding the treatment of certain existing intercompany balances entered into on June 11, 2020 by and among ODBINV S.A. - Em Recuperação Judicial, Odebrecht S.A. - Em Recuperação Judicial and Odebrecht Engenharia e Construção S.A., as generally described and summarized in “The Restructuring – Treatment of Intercompany Claims” of the Consent Solicitation Statement.

  • Net Deferred Interest With respect to each Loan Group and any Distribution Date, the greater of (i) the excess, if any, of the Deferred Interest for the related Due Date over the aggregate amount of any principal prepayments in part or in full received during the related Prepayment Period and (ii) zero.

  • Global Intercompany Note means the global intercompany note substantially in the form of Exhibit F pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.