Entity Indebtedness definition

Entity Indebtedness means any outstanding financings or other arrangements entered into by Optionor (or any affiliate of Optionor) prior to the date hereof which relate to the LLC Interest, Optionor or the Member Interests and secured by a pledge of the LLC Interest or Member Interests or which otherwise encumbers the LLC Interest or Member Interests. Notwithstanding anything to the contrary contained herein, “Entity Indebtedness” shall not include any Entity Indebtedness to the extent that the aggregate of all Entity Indebtedness (plus accrued and unpaid interest and any related prepayment, assumption or other fees, costs and penalties) exceeds the Acquisition Consideration. Any financings or other arrangements encumbering the LLC Interest or Member Interests in excess of the amount of the Acquisition Consideration (as adjusted pursuant to this Section 5.2(b)) shall be the responsibility of Optionor and shall be prepaid or repaid at or prior to the Closing Date. Optionor shall provide Kite Realty with notice of any known default under any Entity Indebtedness and shall provide copies of any written default notices Optionor may receive from the lenders of such indebtedness.
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Entity Indebtedness means the aggregate Indebtedness of the Entities. “Equity Consideration” Common Stock Consideration and the Closing Preferred Stock.
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Entity Indebtedness means any financings or other arrangements entered into by Optionor, relating to the Interests and secured by a pledge of the Interests or which otherwise encumbers the Interest, but only to the extent the aggregate of all Entity Indebtedness (plus any related prepayment, assumption or other fees, costs and penalties) does not exceed the Consideration. Any financings or other arrangements encumbering the Interests in excess of the Consideration shall be the responsibility of Optionor. Optionor shall provide the Operating Partnership with notice of any known default under any of the Project Indebtedness and the Entity Indebtedness and shall provide copies of any written default notices Optionor may receive from the lenders of such indebtedness.
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Examples of Entity Indebtedness in a sentence

  • Each Member owns beneficially and of record, free and clear of any Encumbrances, and has full power and authority to convey free and clear of any Encumbrances, the Member Interests listed on Exhibit B hereto as owned by such Member, except (i) Encumbrances created in favor of Kite Realty by the transactions contemplated hereby, (ii) Encumbrances that are extinguished at or prior to the Closing Date, and (iii) Encumbrances relating to the Project Indebtedness or any Entity Indebtedness.

  • The Option granted by this Agreement and the rights of Kite Realty hereunder are and shall be subordinate to the Project Indebtedness and any Entity Indebtedness.

  • Notwithstanding anything to the contrary in this Agreement, the Acquisition Consideration payable for the Member Interests shall be reduced by the amount of any Entity Indebtedness assumed or repaid by Kite Realty (including, without limitation, the payment of any applicable prepayment, assumption or other fees, costs and penalties).

  • Optionor shall provide Kite Realty with notice of any known default under any Entity Indebtedness and shall provide copies of any written default notices Optionor may receive from the lenders of such indebtedness.

  • Optionor covenants and agrees not to encumber the LLC Interest during the Option Term except in connection with the Project Indebtedness and any Entity Indebtedness.

  • For purposes of this Section 5.2(b), the value of outstanding Entity Indebtedness assumed by Kite Realty shall be the principal amount thereof and any accrued and unpaid interest, plus any related prepayment, assumption and other fees, costs and penalties incurred by Kite Realty in connection with Kite Realty’s assumption of such Entity Indebtedness.

  • Notwithstanding anything to the contrary contained herein, “Entity Indebtedness” shall not include any Entity Indebtedness to the extent that the aggregate of all Entity Indebtedness (plus accrued and unpaid interest and any related prepayment, assumption or other fees, costs and penalties) exceeds the Acquisition Consideration.

  • Optionor hereby grants to Kite Realty an option to acquire all right, title and interest of Optionor in and to the LLC Interest free and clear of any encumbrances on the LLC Interest (other than encumbrances with respect to the Project Indebtedness (as defined in Section 3.1) or any Entity Indebtedness (as defined in Section 5.2)) on the terms and conditions set forth herein (the “Option”).

  • Each Member covenants and agrees not to encumber such Member’s Member Interests during the Option Term except in connection with the Project Indebtedness and any Entity Indebtedness.

  • ITEM 18: Related Entity Transactions and Indebtedness Related entity transactions and indebtedness18.1 Provide information for the issuer in accordance with section 36 [Related Entity Indebtedness] of Form 51-103F1 modified to also include information to the date of the prospectus.

Related to Entity Indebtedness

  • Company Indebtedness means all Indebtedness of the Acquired Company and the Acquired Subsidiaries, including (with respect to calculations at or as of the Closing Date) the amount of any prepayment penalty or premium for redemption or repayment thereof on the Closing Date, all calculated in accordance with the Accounting Principles.

  • Project Finance Indebtedness means any present or future indebtedness incurred to finance the ownership, acquisition, development and/or operation of an asset, whether or not an asset of a member of the Group:

  • Permitted Subsidiary Indebtedness means any of the following:

  • Refinance Indebtedness has the meaning assigned to such term in Section 6.01(f).

  • Acquisition Indebtedness means any Indebtedness of the Company or any Subsidiary that has been incurred for the purpose of financing, in whole or in part, an Acquisition and any related transactions (including for the purpose of refinancing or replacing all or a portion of any related bridge facilities or any pre-existing Indebtedness of the Persons or assets to be acquired); provided that either (a) the release of the proceeds thereof to the Company and the Subsidiaries is contingent upon the substantially simultaneous consummation of such Acquisition (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition, or if such Acquisition is otherwise not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness, then, in each case, such proceeds are, and pursuant to the terms of such definitive documentation are required to be, promptly applied to satisfy and discharge all obligations of the Company and the Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or a similar provision) if such Acquisition is not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition or such Acquisition is otherwise not consummated by the date so specified, such Indebtedness is, and pursuant to such “special mandatory redemption” (or similar) provision is required to be, redeemed or otherwise satisfied and discharged within 90 days of such termination or such specified date, as the case may be).

  • Credit Facility Indebtedness means any and all amounts, whether outstanding on the Issue Date or thereafter Incurred, payable under or in respect of any Credit Facility, including without limitation principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees, other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof.

  • Subordinate Indebtedness means all present and future indebtedness, obligations, and liabilities of Borrower to Subordinate Lender under or in connection with the Subordinate Loan or the Subordinate Loan Documents.

  • Permitted Secured Indebtedness any Secured Indebtedness that:

  • Securitization Indebtedness means (1) Indebtedness of the Issuer or any of its Restricted Subsidiaries incurred pursuant to on-balance sheet Securitizations treated as financings and (2) any Indebtedness consisting of advances made to the Issuer or any of its Restricted Subsidiaries based upon securities issued by a Securitization Entity pursuant to a Securitization and acquired or retained by the Issuer or any of its Restricted Subsidiaries.

  • Refinanced Indebtedness shall have the meaning provided in the definition of the term “Permitted Refinancing Indebtedness”.

  • Indebtedness means, with respect to any Person, without duplication:

  • Priority Indebtedness means (a) any Indebtedness of the Company secured by a Lien permitted solely under Section 7.01(e) and (b) any Indebtedness of a Restricted Subsidiary; provided that there shall be excluded from any calculation of Priority Indebtedness the Indebtedness of any Restricted Subsidiary evidenced by (i) a Guarantee of the Indebtedness of the Company owing pursuant to this Agreement and (ii) a Guarantee delivered by a Guarantor of other Indebtedness of the Company.

  • Purchase Money Indebtedness means Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred at the time of, or within 20 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof.

  • Consolidated Senior Indebtedness means, as of the date of any determination thereof, Consolidated Total Indebtedness less Subordinated Indebtedness of the Borrower and its Subsidiaries, in each case calculated on a consolidated basis as of such date in accordance with GAAP.

  • Excluded Indebtedness means all Indebtedness not incurred in violation of Section 6.01.

  • Secured Indebtedness means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien.

  • Permitted Unsecured Indebtedness means Indebtedness of the Borrower or any Restricted Subsidiary (a) that is not (and any Guarantees thereof by the Borrower or Restricted Subsidiaries are not) secured by any collateral (including the Collateral), (b) that does not mature earlier than the date that is 91 days after the latest maturity date under this Agreement then in effect, and has a weighted average life to maturity no shorter than the Class of Term Loans with the latest maturity date in effect at the time of incurrence of such Indebtedness, (c) that, in the case of such Indebtedness in the form of bonds, debentures, notes or similar instrument, does not provide for any amortization, mandatory prepayment, redemption or repurchase (other than upon a change of control, fundamental change, customary asset sale or event of loss mandatory offers to purchase and customary acceleration rights after an event of default and, for the avoidance of doubt, rights to convert or exchange in the case of convertible or exchangeable Indebtedness) prior to the date that is the latest maturity date in effect at the time of incurrence of such Indebtedness, (d) that contains covenants, events of default, guarantees and other terms that are customary for similar Indebtedness in light of then-prevailing market conditions and, when taken as a whole (other than interest rates, rate floors, fees and optional prepayment or optional redemption terms), are not more favorable to the lenders or investors providing such Permitted Unsecured Indebtedness, as the case may be, than those set forth in the Loan Documents are with respect to the Lenders (other than covenants or other provisions applicable only to periods after the latest maturity date under this Agreement then in effect); provided that a certificate of a Financial Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness or the modification, refinancing, refunding, renewal or extension thereof (or such shorter period of time as may reasonably be agreed by the Administrative Agent), together with a reasonably detailed description of the material terms and conditions of such resulting Indebtedness or drafts of the material definitive documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements shall be conclusive, and (e) that is not guaranteed by any Person other than on an unsecured basis by Loan Parties.

  • Total Unsecured Indebtedness means, as of any date of determination, that portion of Total Indebtedness which does not constitute Total Secured Indebtedness.

  • Balloon Indebtedness means Long-Term Indebtedness, 25% or more of the original principal amount of which becomes due (either by maturity or mandatory redemption) during any consecutive twelve-month period, if such principal amount becoming due is not required to be amortized below such percentage by mandatory redemption or prepayment prior to such twelve-month period.

  • Consolidated Senior Secured Indebtedness means, as of any date of determination, Consolidated Total Indebtedness as of such date that is not subordinated in right of payment to the Secured Obligations and is secured by a Lien on the Collateral securing the Loan Document Obligations.

  • Prior Indebtedness means the Indebtedness and obligations specified on Schedule 11.1 hereto.

  • Permitted Senior Indebtedness means the principal of (and premium, if any), interest on, and all fees and other amounts (including, without limitation, any reasonable out-of-pocket costs, enforcement expenses (including reasonable out-of-pocket legal fees and disbursements), collateral protection expenses and other reimbursement or indemnity obligations relating thereto) payable by Company and/or its Subsidiaries under or in connection with any credit facility to be entered into by the Company and/or its Subsidiaries with one or more financial institutions together with any amendments, restatements, renewals, refundings, refinancings or other extensions thereof); provided, however, that the aggregate outstanding amount of such Permitted Senior Indebtedness (taking into account the maximum amounts which may be advanced under the loan documents evidencing such Permitted Senior Indebtedness) does not as of the date on which any such Permitted Senior Indebtedness is incurred exceed $10,000,000, with respect to the unpaid principal balance of loans thereunder and, provided further that such Permitted Senior Indebtedness shall only be incurred to the extent that the Consolidated Total Indebtedness to Market Capitalization Ratio does not exceed .15 at the time of incurrence of such Permitted Senior Indebtedness.

  • Senior Unsecured Indebtedness means Indebtedness that is not subordinated to any other Indebtedness and is not secured or supported by a guarantee, letter of credit or other form of credit enhancement.

  • Intercompany Indebtedness means Indebtedness of Company or any of its Subsidiaries which is owing to Company or any of its Subsidiaries.

  • Second Lien Indebtedness means the Indebtedness of the Loan Parties owing to the Second Lien Agent and the Second Lien Lenders under the Second Lien Credit Agreement, which Indebtedness is on terms and conditions reasonably acceptable to the Collateral Agent.

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness: