Guarantor Indebtedness means as of any date of determination, (A) the sum, without duplication of Permitted Guarantor Indebtedness and Ratio Guarantor Indebtedness, in each case as of such date (excluding (i) Hedging Obligations and (ii) any revolving Indebtedness Incurred pursuant to Section 4.04 in an amount not to exceed the greater of (x) $1,385 million and (y) 33.3% L2QA Pro Forma EBITDA), less (B) the aggregate amount of cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries on a consolidated basis on any date of determination.
Guarantor Indebtedness. Any and all Indebtedness of Seller, Guarantor or any other Person specified under the Transaction Documents to Buyer, the Indemnified Parties and any other Person specified under the Transaction Documents in connection with the Transaction Documents, including, but not limited to, the aggregate Repurchase Price outstanding, the aggregate Price Differential outstanding, all other Repurchase Obligations outstanding, and amounts that would be owed by Seller, Guarantor or any other Person to Buyer or any Indemnified Parties but for the fact that they are unenforceable or not allowable, including due to any Act of Insolvency of Seller, in each case of such Guarantor Indebtedness, howsoever created, arising, incurred, acquired or evidenced, whether existing now or arising hereafter, as such Guarantor Indebtedness may be amended, modified, extended, renewed or replaced from time to time.
Guarantor Indebtedness means all indebtedness and other amounts at any time to be paid by the Borrower or any Obligor (as defined in the Credit Agreement) or any affiliate of any thereof to the Guarantor.
Examples of Guarantor Indebtedness in a sentence
Neither the Borrower nor any Guarantor will make any amendment or modification to the subordination provisions of any indenture, note or other agreement evidencing or governing (i) as to the Borrower, any Subordinated Indebtedness, and (ii) as to any Guarantor, Indebtedness that has been subordinated to Guarantor’s obligations under the Guaranty.
The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Guarantor Indebtedness which may at any time be held by it, to the same extent as any other holder of Senior Guarantor Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.
With respect to the holders of Senior Guarantor Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of Senior Guarantor Indebtedness shall be read into this Article against the Trustee.
For the avoidance of doubt, in determining the Guarantor Indebtedness Ratio, no cash or Cash Equivalents shall be included that are the proceeds of Indebtedness in respect of which the calculation of the Guarantor Indebtedness Ratio is to be made.
The Indebtedness evidenced by these Guarantees is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Guarantor Indebtedness, whether outstanding on the date of the Indenture or thereafter, and the Guarantees are issued subject to such provisions.
More Definitions of Guarantor Indebtedness
Guarantor Indebtedness. Any and all Indebtedness of Seller, Pledgor, Guarantor or any other Person specified under the Repurchase Documents to Buyer, the Indemnified Persons and any other Person specified under the Repurchase Documents in connection with the Repurchase Documents, including, but not limited to, the aggregate Repurchase Price outstanding, the aggregate Price Differential outstanding, all other Repurchase Obligations outstanding, and amounts that would be owed by Seller, Pledgor, Guarantor or any other Person to Buyer or any Indemnified Person but for the fact that they are unenforceable or not allowable, including due to any Insolvency Event of Seller, in each case of such Guarantor Indebtedness, howsoever created, arising, incurred, acquired or evidenced, whether existing now or arising hereafter, as such Guarantor Indebtedness may be amended, modified, extended, renewed or replaced from time to time.
Guarantor Indebtedness means as of any date of determination, (A) the sum, without duplication of Permitted Guarantor Indebtedness and Ratio Guarantor Indebtedness, in each case as of such date, less (B) the aggregate amount of cash and Cash Equivalents of the Borrower and the Restricted Subsidiaries on a consolidated basis on any date of determination.
Guarantor Indebtedness means as of any date of determination, (A) the sum, without duplication of Permitted Guarantor Indebtedness and Ratio Guarantor Indebtedness, in each case as of such date, less (B) the aggregate amount of cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries on a consolidated basis on any date of determination.
Guarantor Indebtedness means, for any Guarantor, without duplication: (a) obligations created, issued or incurred by such Guarantor for borrowed money (whether by loan, advance, the issuance and sale of debt securities or the sale of property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such property from such Person); (b) obligations of such Guarantor to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business; (c) capital lease obligations of such Guarantor; (d) obligations of such Guarantor in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Guarantor; (e) Indebtedness of others secured by a Lien on the property of such Guarantor, whether or not the respective indebtedness so secured has been assumed by such Guarantor; and (f) Indebtedness of others Guaranteed by such Guarantor. Guarantor Indebtedness, however, excludes guaranties made by a Guarantor for which recourse under such guaranty is limited to securities of such Guarantor’s portfolio companies or their affiliates (together with replacements for such securities, dividends or other amounts paid on account of such securities, property exchanged or received for such securities, or the proceeds from the sale thereof).
Guarantor Indebtedness means, with respect to the Guarantor, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, including mandatorily redeemable preferred stock, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness (as defined in the Loan Agreement for the purpose of this definition) of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all guaranties by such Person of Indebtedness of others (provided, however, that for the purpose of measuring the financial covenants set forth in this Guaranty, such guaranties shall exclude non-recourse carve-out guaranties to the extent that they are contingent with no existing claims thereunder), (h) all capital lease obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances, (k) all obligations contingent or otherwise, of such Person with respect to any Interest Rate Agreements (calculated on a mxxx-to-market basis as of the reporting date), and (l) payments received in consideration of sale of an ownership interest in a Guarantor when the interest so sold is determined, and the date of delivery is, more than one (1) month after receipt of such payment and only to the extent that the obligation to deliver such interest is not payable solely in such interest of such Person. The Guarantor Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor either directly or indirectly as a result of (and to the extent of) such Person's ownership interest in or other relationship wi...
Guarantor Indebtedness means all Indebtedness of the Guarantor, except (i) any Indebtedness which is by its terms pari passu with the Bonds; (ii) Indebtedness owed to a Subsidiary or Affiliate of the Guarantor; and (iii) guarantees by the Guarantor in respect of share capital issued by Subsidiaries of the Guarantor. Guarantor Indebtedness does not include shares of the Guarantor’s capital stock or warrants, options or rights to acquire shares of the Guarantor’s capital stock.
Guarantor Indebtedness means all indebtedness and liabilities, present and future, direct and indirect, absolute or contingent, whether principal or interest, royalties, fees or otherwise, of the Debtor to the Guarantor.