Exempt Indebtedness definition

Exempt Indebtedness means any Indebtedness of any Person (other than XL Group or any of its Affiliates) that is consolidated on the balance sheet of XL Group and its consolidated Subsidiaries in accordance with GAAP (whether or not required to be so consolidated); provided that (a) at the time of the incurrence of such Indebtedness by such Person, the cash flows from the assets of such Person shall reasonably be expected by such Person to liquidate such Indebtedness and all other liabilities (contingent or otherwise) of such Person and (b) no portion of such Indebtedness of such Person shall be Guaranteed (other than guarantees of the type referred to in clause (a) or (b) of the definition of Indebtedness) by, or shall be secured by a Lien on any assets owned by, XL Group or any of its Subsidiaries and neither such Person nor any of the holders of such Indebtedness shall have any direct or indirect recourse to XL Group or any of its Subsidiaries (other than in respect of liabilities and guarantees of the type referred to in clause (a) or (b) of the definition of Indebtedness).
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Exempt Indebtedness means any Indebtedness of any Person (other than XL Capital or any of its Affiliates) that is consolidated on the balance sheet of XL Capital and its consolidated Subsidiaries in accordance with GAAP (whether or not required to be so consolidated); provided that (a) at the time of the incurrence of such Indebtedness by such Person, the cash flows from the assets of such Person shall reasonably be expected by such Person to liquidate such Indebtedness and all other liabilities (contingent or otherwise) of such Person and (b) no portion of such Indebtedness of such Person shall be Guaranteed (other than guarantees of the type referred to in clause (a) or (b) of the definition of Indebtedness) by, or shall be secured by a Lien on any assets owned by, XL Capital or any of its Subsidiaries and neither such Person nor any of the holders of such Indebtedness shall have any direct or indirect recourse to XL Capital or any of its Subsidiaries (other than in respect of liabilities and guarantees of the type referred to in clause (a) or (b) of the definition of Indebtedness).
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Exempt Indebtedness means Indebtedness or any portion thereof specifically incurred or to be incurred (in either instance, within 75 days of the Exempt Repurchase to which it relates) for the purpose of making an Exempt Repurchase, or a refinancing thereof.
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Examples of Exempt Indebtedness in a sentence

  • The Company shall not refinance or materially amend any terms (including consenting to any increase in the interest rate) of the Exempt Indebtedness.

  • Id. ¶¶ 70–72.On December 7, 2016, Carmichael and Tuzun presented at the Goldman Sachs US Financial Services Conference.


More Definitions of Exempt Indebtedness

Exempt Indebtedness means any Debt of any Person (other than the Borrower or any of its Affiliates) that is consolidated on the balance sheet of the Borrower and its consolidated Subsidiaries in accordance with GAAP (whether or not required to be so consolidated); provided that (a) at the time of incurrence of such Debt by such Person, the cash flows from the assets of such Person shall reasonably be expected by such Person to liquidate such Debt and all other liabilities (contingent or otherwise) of such Person and (b) no portion of such Debt of such Person shall be Guaranteed (other than guarantees of the type referred to in clause (i) and (ii) of the definition of Debt) by, or shall be secured by a Lien on any assets owned by the Borrower or any of its Subsidiaries and neither such Person nor any of the holders of such Debt shall have any direct or indirect recourse to the Borrower or any of its Subsidiaries (other than in respect of liabilities and guarantees of the type referred to in clause (i) or (ii) of the definition of Debt)." The parties to the Credit Agreement hereby agree that, effective as of the date hereof, Section 1.01 of the Credit Agreement is hereby amended by adding the following definition in proper alphabetical order therein:
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Exempt Indebtedness means, collectively (a) Indebtedness of a Subsidiary borrowed or able to be borrowed from the Borrower or another Subsidiary and (b) the first $100,000,000 of Indebtedness of the Borrower to be incurred or able to be incurred after the date hereof (other than any Indebtedness incurred or able to be incurred pursuant to the Existing Credit Agreements).
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Exempt Indebtedness. Exempt Repurchases," "Initial Tender Period," "June Senior Debt Securities," "Operating Cash Flow," "Preferred Event Put Notice," "Preferred Event Redemption Date," "Preferred Event Redemption Price," "1992 Preferred Stock," "Preferred Stock Change of Control Event," "Preferred Stock Redemption Payment," "Principal Property," "Proposed Date," "Put Option Borrowing," "Put Option Redemption Date," "Put Option Redemption Price" "Put Option Stock Repurchase," "Put Option Transaction," "Put Option Transaction Date," "1998-1999 Share Repurchase Program," "Restricted Group," "Restricted Stock Purchase Agreement," "Restricted Payment," "Restricted Subsidiary," "Revolving Credit Agreement," "Stock Liquidation Agreement," "Tender Discharge Date," "Tender Period," "Total Interest Expense," and "Unrestricted Subsidiary."
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Exempt Indebtedness. Restricted Group," "Restricted Subsidiary," "Revolving Credit Agreement." The following terms shall be added to this paragraph in the Supplemental Indenture for the 2006 Notes: "1994 Credit Facility," "1995 Credit Facility," "Exempt Repurchase Indebtedness," "Investment Grade Rated," "New Borrowing Group," and "Notes Restricted Group."
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Related to Exempt Indebtedness

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

  • Permitted Convertible Indebtedness means any unsecured Indebtedness issued under the Convertible Senior Notes, and any refinancings or replacements thereof that is unsecured Indebtedness issued by the Borrower and/or guaranteed by a Loan Party; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing or replacement except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (ii) any Indebtedness in connection with a refinancing or a replacement thereof shall (A) not mature or require any payment of principal thereof prior to the date that is 91 days past the Maturity Date and (B) have covenants that are not more restrictive (taken as a whole) than those set forth herein; provided, further, that the conversion of Permitted Convertible Indebtedness, including any requirement or decision to pay cash upon any conversion of Permitted Convertible Indebtedness in lieu of all or any portion of the Equity Interests of the Borrower due upon conversion of such Permitted Convertible Indebtedness, and the requirement of the Borrower to repurchase Permitted Convertible Indebtedness prior to its stated maturity date upon a fixed date or upon the occurrence of a fundamental change (which would include customary change of control provisions or a termination of trading of the Borrower’s common stock on the exchange on which it is then listed), shall not constitute a maturity or the requirement of any payment of principal of such Permitted Convertible Indebtedness prior to the date that is 91 days past the Maturity Date hereunder for purposes of this definition.

  • Acquisition Indebtedness means any Indebtedness of the Loan Parties that has been issued for the purpose of financing, in part, the acquisition of an Acquired Entity or Business.

  • Permitted Indebtedness means, without duplication, each of the following:

  • Settlement Indebtedness means any payment or reimbursement obligation in respect of a Settlement Payment.

  • Permitted Secured Indebtedness any Secured Indebtedness that:

  • Related Indebtedness means any and all indebtedness paid or payable by Borrower to Administrative Agent or any Lender pursuant to any Loan Document other than any Note.

  • Adjusted Indebtedness means, at any date, the result of (a) Seller’s Indebtedness on such date, minus (b) the unpaid principal of Seller’s Subordinated Debt on such date (to the extent such Subordinated Debt is excluded from Seller’s Indebtedness in calculating Seller’s Adjusted Tangible Net Worth on such date in accordance with the definition thereof).

  • Recourse Indebtedness means Indebtedness that is not Non-Recourse Indebtedness; provided that personal recourse for Customary Recourse Exceptions shall not, by itself, cause such Indebtedness to be characterized as Recourse Indebtedness.

  • Nonrecourse Indebtedness means, with respect to a Person, Indebtedness for borrowed money in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar customary exceptions to nonrecourse liability) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness.

  • Applicable Indebtedness has the meaning specified in the definition of “Weighted Average Life to Maturity.”

  • 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.

  • Company Indebtedness means all indebtedness of the Company (including without limitation, any loans, advances, letters of credit, bank overdrafts, capital lease obligations and all other indebtedness of any kind including interest, principal and fees).

  • Convertible Indebtedness means Indebtedness of the Parent that is convertible into common Equity Interests of the Parent (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common Equity Interests).

  • Unsecured Indebtedness means Indebtedness which is not Secured Indebtedness.

  • Permitted Unsecured Indebtedness Indebtedness of any Loan Party (a) that is not (and any Guarantees thereof by any Loan Party 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 then in effect at the time of incurrence thereof and has a weighted average life to maturity no shorter than the Facility of Term Loans with the Latest Maturity Date in effect at the time of incurrence of such Indebtedness, (c) that 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 into Capital Stock of the Borrower in the case of convertible or exchangeable Indebtedness) prior to the date that is 91 days after the Latest Maturity Date then in effect at the time of incurrence thereof, (d) that contains covenants, events of default, guarantees and other terms that are customary for similar Indebtedness in light of then-prevailing market conditions (it being understood and agreed that such Indebtedness shall not include any financial maintenance covenants and that applicable negative covenants shall be incurrence-based to the extent customary for similar Indebtedness) and, when taken as a whole (other than interest rates, rate floors, fees and optional prepayment or 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 then in effect at the time of incurrence thereof); provided that a certificate of a Responsible Officer 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 the Borrower and/or Restricted Subsidiaries that are Loan Parties.

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

  • Pledged Indebtedness means the Indebtedness evidenced by promissory notes and instruments listed on Part B of Schedule I hereto;

  • Secured Recourse Indebtedness means all Indebtedness (including Guaranties of Secured Indebtedness) that is Secured Indebtedness and is not Nonrecourse Indebtedness.

  • Designated Indebtedness has the meaning assigned to such term in the Guarantee and Security Agreement.

  • Permitted Subsidiary Indebtedness means any of the following:

  • Restricted Indebtedness means Indebtedness of Holdings, the Borrower or any Subsidiary, the payment, prepayment, repurchase or defeasance of which is restricted under Section 6.09(b).

  • 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.

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

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

  • Attributable Indebtedness means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.