Intercompany Liens definition

Intercompany Liens has the meaning set forth in the definition of Permitted Liens.
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Intercompany Liens means those Liens granted by Pueblo to NSC (i) pursuant that certain Pledge Agreement dated July 28, 1993, as amended by that certain Amendment to Pledge Agreement dated April 29, 1997 on certain real estate to secure certain subordinated intercompany real estate notes and (ii) that certain Personal Property Mortgage and Affidavit dated July 28, 1993, as amended by that certain Amendment to Personal Property Mortgage dated April 29, 1997 to secure certain intercompany notes.
Sample 1
Intercompany Liens means the Liens granted and to be granted by the obligors of the Intercompany Notes to the obligees thereof to secure the payment of the Intercompany Notes, together with the Liens granted and to be granted to secure the Subsidiary Guaranties and the Operating Partnership Guaranties.
Sample 1

Examples of Intercompany Liens in a sentence

  • Accordingly, as an integral component of the global settlement embodied in the Plan, any Intercompany Claims that could be asserted by one Debtor against another Debtor will be extinguished immediately before the Effective Date with no separate recovery on account of any such Claims and any Intercompany Liens that could be asserted by one Debtor regarding any Estate Assets owned by another Debtor will be deemed released and discharged on the Effective Date.

  • As an initial matter, the Debtors believe the extinguishment of Intercompany Claims and Intercompany Liens between the Fund Debtors, on the one hand, and PropCos and MezzCos, on the other hand, renders this argument moot, as any assertion by Noteholders to security interests is premised on the existence and enforceability of the Intercompany Liens.

  • However, even were such Intercompany Liens not extinguished, the Debtors believe that a Noteholder’s particular funds cannot be traced to the purchase of a particular Fund Debtor’s indebtedness and that none of the Noteholders’ security interests in the Purported Noteholder Collateral are properly perfected under applicable state law, which the Debtors believe is Article9 of the Delaware Commercial Code.

  • With respect to the effect of Junior Intercompany Liens on any sale of property by the Debtors, (i) the Debtors may sell property, in accordance with Bankruptcy Code section 363, free and clear of any Junior Intercompany Lien with such lien attaching to the sale proceeds in the same priority as existed in respect of the property sold, and (ii) the provisions of Bankruptcy Code section 363(k) shall not apply.

  • Intercompany Liens on property or assets of Foreign Subsidiaries of the Company securing Indebtedness of such Foreign Subsidiaries to the Company and any of its Subsidiaries that are Credit Parties.

  • While the Indenture Trustee and EPL Noteholders’ investigation is ongoing—discovery is still in its incipient stages—the information currently available to the Indenture Trustee and the EPL Noteholders, mostly from Debtors’ filings in these bankruptcy cases and its other public filings, establishes several colorable challenges to the Intercompany Note and the Intercompany Liens that purportedly secure it.

  • The Debtors have waived their right to pursue any other remedy, including litigation of the challenges to the Intercompany Note and the Intercompany Liens, should their plan not be confirmed.

  • Not only do claims against EGC, its sole shareholder, present conflicts for EPL, but pursuant to the admissions in the Cash Collateral Order, EPL has already waived its right to pursue any claims regarding the validity, perfection, and enforceability of the Intercompany Note and the Intercompany Liens.

  • Accordingly, the Indenture Trustee and the EPL Noteholders file this motion for an order granting them standing to assert, prosecute and settle any and all claims relating to the Intercompany Note and the Intercompany Liens (collectively, the “Intercompany Claims”) on behalf of the bankruptcy estates of the EPLDebtors (the “EPL Bankruptcy Estates”) to ensure that the value of such claims are not lost to the EPL Noteholders and the other unsecured creditors of the EPL Debtors.

  • The EPL Estates Have Colorable Claims Regarding the Intercompany Note and the Intercompany Liens.

Related to Intercompany Liens

  • Intercompany Notes means, with respect to each Pledgor, all intercompany notes described in Schedule 11 to the Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.

  • Intercompany Indebtedness means Indebtedness of Company or any of their respective Subsidiaries which is owing to any member of such group.

  • Existing Liens means Liens on the property or assets of the Company and/or any of its Subsidiaries existing on the date of this Indenture securing Indebtedness of the Company or any of its Subsidiaries (other than Liens incurred pursuant to clause (1) of Section 4.07 hereof).

  • Permitted Intercompany Investments means Investments made by (a) a Loan Party to or in another Loan Party, (b) a Subsidiary that is not a Loan Party to or in another Subsidiary that is not a Loan Party, (c) a Subsidiary that is not a Loan Party to or in a Loan Party, so long as, in the case of a loan or advance, the parties thereto are party to the Intercompany Subordination Agreement, and (d) a Loan Party to or in a Subsidiary that is not a Loan Party so long as (i) the aggregate amount of all such Investments made by the Loan Parties to or in Subsidiaries that are not Loan Parties does not exceed $1,000,000 at any time outstanding, (ii) no Default or Event of Default has occurred and is continuing either before or after giving effect to such Investment, and (iii) the Borrowers have Excess Availability plus Qualified Cash of not less than $10,000,000 after giving effect to such Investment.

  • Intercompany Obligations as defined in the Guarantee and Collateral Agreement.

  • Intercompany Note any promissory note evidencing loans made by any Grantor to Holdings or any of its Subsidiaries.

  • Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.

  • Permitted Liens means, with respect to any Person:

  • Intercompany Debt has the meaning specified in Section 7.02.

  • Intercompany Receivables means all account, note or loan payables and all advances (cash or otherwise) or any other Extensions of Credit that are receivable by Parent or any of its Subsidiaries (other than the Bank or its Subsidiaries) from the Bank or its Subsidiaries.

  • Intercompany Payables means all account, note or loan payables and all advances (cash or otherwise) or any other Extensions of Credit that are payable by Parent or any of its Subsidiaries (other than the Bank or its Subsidiaries) to the Bank or its Subsidiaries.

  • Permitted Existing Liens means the Liens on assets of the Borrower and its Subsidiaries identified as such on Schedule 1.1.3 to this Agreement.

  • Subordinated Intercompany Debt shall have the meaning assigned to such term in Section 6.01(e).

  • Intercompany Loans shall have the meaning provided in Section 10.05(h).

  • Intercompany Interest means an Interest in a Debtor held by another Debtor.

  • Intercompany Loan shall have the meaning provided in Section 8.05(g).

  • Transaction Liens means the Liens on Collateral granted by the Credit Parties under the Security Documents.

  • Subordinated Intercompany Note means the Intercompany Subordinated Note, dated as of the Agreement Date, by and among Holdings, the Borrower and each Restricted Subsidiary of Holdings from time to time party thereto.

  • First Priority Liens means all Liens that secure the First Priority Lien Obligations.

  • Intercompany Loan Agreement has the meaning set forth in the Purchase and Sale Agreement.

  • Permitted Priority Liens means (i) Liens permitted under Section 9.02(c), (d), (e), (f), (g), and (j), and (ii) Liens permitted under Section 9.02(b) provided that such Liens are also of the type described in Section 9.02(c), (d), (e), (f), (g), and (j).

  • Company Permitted Liens means (i) mechanics’, materialmen’s, carriers’, workmen’s, repairmen’s, vendors’, operators’ or other like Liens, if any, arising in the ordinary course of business of the Company; (ii) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (iii) title defects or Liens (other than those constituting Liens for the payment of Indebtedness), if any, that do not or would not, individually or in the aggregate, impair in any material respect the use or occupancy of the assets of the Company and its Subsidiaries, taken as a whole; (iv) Liens for Taxes that are not yet due or payable or that may thereafter be paid without penalty being contested in good faith and for which adequate accruals or reserves have been established in accordance with GAAP; (v) Liens supporting surety bonds, performance bonds and similar obligations issued in the ordinary course of business of the Company and its Subsidiaries; (vi) Liens not created by the Company or its Subsidiaries that affect the underlying fee interest of a Company Leased Real Property; (vii) Liens that are disclosed on the most recent consolidated balance sheet of the Company included in the Company Filed SEC Documents or notes thereto or securing liabilities reflected on such balance sheet; (viii) Liens arising under or pursuant to the organizational documents of the Company or any of its Subsidiaries; (ix) grants to others of Rights-of-Way, surface leases or crossing rights and amendments, modifications, and releases of Rights-of-Way, surface leases or crossing rights in the ordinary course of business; (x) with respect to Rights-of-Way, restrictions on the exercise of any of the rights under a granting instrument that are set forth therein or in another executed agreement, that is of public record or to which the Company or any of its Subsidiaries otherwise has access, between the parties thereto; (xi) Liens which an accurate up-to-date survey would show; (xii) Liens resulting from any facts or circumstances relating to Parent or any of its Affiliates; and (xiii) Liens that do not and would not reasonably be expected to materially impair the continued use of a Company Owned Real Property or a Company Leased Real Property as presently operated.

  • First Priority Obligations means (a) with respect to the Existing First Priority Agreement, all “Obligations” of each Loan Party as defined in the Existing First Priority Agreement and (b) with respect to each other First Priority Agreement, all “Obligations” of each Loan Party as defined in such First Priority Agreement, and shall in any event include (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all loans made or other indebtedness issued or incurred pursuant to such First Priority Agreement, (ii) all reimbursement obligations (if any) and interest thereon (including without limitation any Post-Petition Interest) with respect to any letter of credit or similar instruments issued pursuant to such First Priority Agreement, (iii) all Specified Swap Agreements, (iv) all Specified Cash Management Agreements and (v) all guarantee obligations, fees, expenses and other amounts payable from time to time pursuant to the applicable First Priority Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any payment with respect to any First Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Second Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Second Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred.

  • Intercompany Agreements has the meaning set forth in Section 2.03(a).

  • Excluded Perfection Assets means, collectively:

  • Global Intercompany Note means the global intercompany note substantially in the form of Exhibit F pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.