Hedge Transfer definition

Hedge Transfer means a transfer to the Senior Secured Notes Creditors or the Pari Passu Creditors or the Second Lien Creditors or the High Yield Creditors (or to a nominee or nominees of the Senior Secured Notes Creditors or the Pari Passu Creditors or the Second Lien Creditors or the High Yield Creditors) (as applicable and as the context requires) of each Hedging Agreement together with:

Hedge Transfer means a transfer to some or all of the Pari Passu Noteholders and the Pari Passu Lenders (or to their nominee or nominees) of (subject to paragraph (c) of Clause 6.2 (Hedge Transfer: Pari Passu Debt Creditors)), each Hedging Agreement together with:

Hedge Transfer. Permitted Second Lien Financing Creditors (a) A Second Lien Creditor Representative (on behalf of all the Permitted Second Lien Financing Creditors, acting as a whole) may, by giving not less than 10 days' notice to the Security Agent, require a Hedge Transfer: (i) if either: (A) the Permitted Second Lien Financing Creditors require, at the same time, a Senior Secured Liabilities Transfer under Clause 5.12 (Option to purchase: Permitted Second Lien Financing Creditors); or A44420063 (B) all the Permitted Second Lien Financing Creditors (acting as a whole) require that Hedge Transfer at any time on or after the Senior Discharge Date; and (ii) if: (A) that transfer is lawful and otherwise permitted by the terms of the Hedging Agreements, in which case no Debtor, Third Party Security Provider or other member of the Group shall be entitled to withhold its consent to that transfer; (B) any conditions (other than the consent of, or any consultation with, any Debtor, Third Party Security Provider or other member of the Group) relating to that transfer contained in the Hedging Agreements are complied with; (C) each Hedge Counterparty is paid (in the case of a positive number) or pays (in the case of a negative number) an amount equal to the aggregate of (1) the Hedging Purchase Amount in respect of the hedging transactions under the relevant Hedging Agreement at that time and (2) all costs and expenses (including legal fees) incurred by such Hedge Counterparty as a consequence of giving effect to that transfer; (D) as a result of that transfer, the Hedge Counterparties have no further actual or contingent liability to any Debtor under the Hedging Agreements; (E) an indemnity is provided from each Permitted Second Lien Financing Creditors (other than any Second Lien Creditor Representative) which is receiving (or for which a nominee is receiving) that transfer (or from another third party acceptable to the relevant Hedge Counterparty) in a form reasonably satisfactory to the relevant Hedge Counterparty in respect of all losses which may be sustained or incurred by that Hedge Counterparty in consequence of any sum received or recovered by that Hedge Counterparty being required (or it being alleged that it is required) to be paid back by or clawed back from the Hedge Counterparty for any reason; and (F) that transfer is made without recourse to, or representation or warranty from, the relevant Hedge Counterparty, except that the relevant Hedge Counterparty shall be d...

Examples of Hedge Transfer in a sentence

• Purchasing Second Lien Creditors) and if, for any reason, a Hedge Transfer cannot be made in accordance with Clause 8.14 (Hedge Transfer: Purchasing Second Lien Creditors), no Second Lien Creditor Liabilities Transfer may be required to be made.

• Purchasing Senior Secured Creditors) and if, for any reason, a Hedge Transfer cannot be made in accordance with Clause 3.9 (Hedge Transfer: Purchasing Senior Secured Creditors), no Senior Lender Liabilities Transfer may be required to be made.

• Pari Passu Debt Creditors) and if, for any reason, a Hedge Transfer cannot be made in accordance with Clause 6.2 (Hedge Transfer: Pari Passu Debt Creditors), no Credit Facility Lender Liabilities Transfer may be required to be made.

• Senior Financing Creditors) and if, for any reason, a Hedge Transfer cannot be made in accordance with Clause 3.9 (Hedge Transfer: Senior Notes Creditors and Permitted Senior Financing Creditors), no Senior Liabilities Transfer may be required to be made.

• The consideration payable by Buyer to Seller for the Purchased Interests (the “Purchase Price”) shall be the cash amount calculated as (i) Seven Hundred Five Million Dollars ($705,000,000) plus (ii) any Hedge Transfer Breakup Costs minus (iii) an amount calculated as (x) the aggregate offering price of common units sold by Buyer to provide proceeds to acquire the Purchased Interests divided by .98 times (y) .

More Definitions of Hedge Transfer

Hedge Transfer. Permitted Second Lien Financing Creditors), it shall, upon receiving that notice, notify, and send a copy of that notice to, each Hedge Counterparty.

Hedge Transfer. Purchasing Second Lien Creditors); and

Hedge Transfer. Purchasing Second Lien Creditors) or Clause 9.16 (Hedge Transfer: High Yield Creditors) (as applicable and as the context requires).

Hedge Transfer means a transfer to some or all of the Second Lien Creditors (or to their nominee or nominees) of (subject to paragraph (b) of Clause 6.2 (Hedge Transfer: Second Lien Creditors)), each Hedging Agreement together with:

Hedge Transfer means a transfer to one or more of the Pari passu Lenders (or to their nominee or nominees) of:

Hedge Transfer means a transfer to the Unitranche Facilities Lenders (or to their nominee or nominees) of:

Hedge Transfer means a transfer to SCIH (or its nominee or nominees) of (subject to paragraph (b) of Clause 38.2 (Hedge Transfer: SCIH)), each Hedging Agreement together with: