Incremental Tranche Closing Date as defined in Section 2.20(d).
Incremental Tranche Closing Date has the meaning specified in Section 2.12(c). “Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. For purposes of determining compliance with any covenant hereunder relating to the Incurrence of Indebtedness: (1) the accrual of interest or dividends, the amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security; (2) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms; (3) the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of redemption or the making of a mandatory offer to purchase such Indebtedness; (4) changes in the principal amount of any Indebtedness that is denominated in a currency other than U.S. dollars solely as a result of fluctuations in exchange rates or currency values; (5) unrealized losses or charges in respect of Hedging Obligations (including those resulting from the application of ASC 815); and (6) the reclassification of any outstanding Capital Stock or obligation as Indebtedness due to a change in accounting principles so long as such Capital Stock or obligation was issued prior to, and not in contemplation of, such accounting change; in each case, will be deemed not to be the Incurrence of Indebtedness. “Indebtedness” means, with respect to any Person on any date of determination (without duplication): (1) the principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable; (2) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person; (3) all obligations of such Person issued or assumed as the...
Incremental Tranche Closing Date has the meaning specified in Section 2.2(b). “Indebtedness” means, without duplication, (a) all indebtedness for borrowed money or the deferred purchase price of property, excluding trade payables and the endorsement of checks and other similar instruments in the ordinary course of business; (a) all obligations and liabilities of any other Person secured by any Lien on an Obligor’s or any of its Subsidiaries’ property, even if such Obligor or Subsidiary shall not have assumed or become liable for the payment thereof (the amount of such obligation being deemed to be the lesser of the value of such property (as determined in good faith by the Borrower) or the amount of the obligation so secured); (a) all obligations or liabilities created or arising under any Capital Lease; (a) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), but excluding trade accounts payable arising in the ordinary course of business; (a) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction; (a) all net obligations of such Person in respect of Hedge Agreements; and (a) all obligations and liabilities under Guarantees in respect of obligations of the type described in any of clauses (a) through (f) above. “Indemnified Liabilities” has the meaning specified in Section 15.10. “Indemnified Person” has the meaning specified in Section 15.10. “Indemnified Taxes” means (a) all Taxes other than Excluded Taxes and (b) to the extent not otherwise described in (a), Other Taxes. “Initial Term Loans” means, collectively all Term Loans made pursuant to Section 2.1. “Initial Term Loan Commitments” means the Commitments of each Lender, as specified in Schedule 1.1 to make Term Loans pursuant to Section 2.1. “Intellectual Property Security Agreement” means the Intellectual Property Security Agreement, dated as of the Agreement Date, among the applicable Obligors for the benefit of the Secured Parties, as amended, amended and restated, modified or supplemented from time to time. “Interest Payment Date” means with respect to (a) any LIBORTerm SOFR Term Loans, the Termination Date and the last day of each Interest Period applicable to such Term Loan and, with respect t...
More Definitions of Incremental Tranche Closing Date
Incremental Tranche Closing Date has the meaning specified in Section 2.12(c).