Joint Venture Indebtedness definition

Joint Venture Indebtedness means unsecured Indebtedness of the Company or any Subsidiary Guarantor owing to a joint venture in which the Company or any Subsidiary Guarantor owns any interest.
Sample 1Sample 2Sample 3
Joint Venture Indebtedness means, as of any date of determination or any period with respect to each Designated Joint Venture, an amount equal to the product of (a) the Indebtedness of such Designated Joint Venture, multiplied by (b) the ratio of (A) the amount of net income of such Designated Joint Venture (or attributable to such Designated Joint Venture) that is included in the calculation of “Consolidated Net Income” for such period, to (B) the aggregate net income of such Designated Joint Venture for such period, determined in accordance with GAAP. For the avoidance of doubt, for any period during which a Designated Joint Venture has a net loss or has no net income that is included in the calculation of “Consolidated Net Income”, the amount of Joint Venture Indebtedness attributable to such Designated Joint Venture shall be zero for such period.
Sample 1Sample 2Sample 3
Joint Venture Indebtedness means, with respect to each Joint Venture, an amount equal to (a) the total amount of Indebtedness of such Joint Venture, multiplied by (b) the direct or indirect percentage ownership of such Joint Venture held by the Company and its Wholly-Owned Subsidiaries; provided, however, that Joint Venture Indebtedness shall not include any Indebtedness of a Joint Venture owed to the Company or any of its Wholly-Owned Subsidiaries.
Sample 1Sample 2Sample 3

Examples of Joint Venture Indebtedness in a sentence

  • Any Permitted Joint Venture shall incur, assume or otherwise be liable in respect of any Indebtedness other than Permitted Joint Venture Indebtedness or create or suffer to exist any Liens on its property other than Permitted Joint Venture Liens, and such condition shall continue for 30 days.

  • Schedule 5.3(a) of the Disclosure Schedules correctly sets forth a complete list of all of the Centerre Company Indebtedness as of September 30, 2014, and Schedule 5.3(b) of the Disclosure Schedules correctly sets forth a complete list of all of the Joint Venture Indebtedness as of September 30, 2014.

  • The Company has provided to Parent, prior to the date hereof, copies of the major loan documents related to the Centerre Company Indebtedness and the Joint Venture Indebtedness.

  • All of the Joint Venture Indebtedness was incurred in the ordinary course of business consistent with past practice of the Joint Ventures.

  • In addition, prior to the Effective Time, Parent or Merger Sub shall pay or shall cause be paid to the Company, to a Company Subsidiary or to an escrow agent as designated by the Company (i) the Joint Venture Partner Purchase Amount and (ii) the Joint Venture Indebtedness Amount.

  • Upon receipt of the Joint Venture Partner Purchase Amount and the Joint Venture Indebtedness Amount, the Company shall cause the transactions contemplated under each Membership Interest Purchase Agreement to close at Closing.


More Definitions of Joint Venture Indebtedness

Joint Venture Indebtedness means, with respect to the Joint Ventures, without duplication, (a) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money, (b) all obligations under leases which are, or should be under GAAP, recorded on the Financial Statements as capital leases in respect of which a Joint Venture is liable as a lessee, (c) commitments or obligations by which a Joint Venture assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit), (d) amounts owing as deferred purchase price for property or services (including payments pursuant to non-competition), including all seller notes, and contingent payments, but excluding all trade account payables and other expenses incurred in the ordinary course of business and accrued as part of Net Working Capital and reflected on the Final Closing Balance Sheet, (e) obligations under any interest rate swap or interest rate hedging contract or agreement, (f) guarantees with respect to any indebtedness of any other Person of a type described in clauses (a) through (e) above and (g) any prepayment penalties and premiums, accrued interest and other amounts, required to fully pay and retire any of the items described in clauses (a) through (f) above. For the avoidance of doubt, any Joint Venture Indebtedness included in the definition of Net Working Capital shall be excluded from the definition of Debt.
Sample 1Sample 2
Joint Venture Indebtedness means, as to any Person at any time, all Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, unless and to the extent such Indebtedness is expressly made non-recourse to such Person except for customary exceptions approved by the Required Lenders.
Sample 1
Joint Venture Indebtedness means, as to any Person at any time, all Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, unless and to the extent (i) such Indebtedness is expressly made non-recourse to such Person except for customary exceptions, (ii) such Person is otherwise protected (including, without limitation, pursuant to indemnification agreements) from liability for such Indebtedness in a manner reasonably satisfactory to Required Lenders, or (iii) under applicable Law, the holders of the ownership interests in such partnership or joint venture are not liable for such Indebtedness.
Sample 1

Related to Joint Venture Indebtedness

  • Project Finance Indebtedness means any present or future indebtedness incurred to finance the ownership, acquisition, development and/or operation of an asset, whether or not an asset of a member of the Group:

  • Permitted Subsidiary Indebtedness means any of the following:

  • Receivables Facility Attributed Indebtedness means the amount of obligations outstanding under a receivables purchase facility on any date of determination that would be characterized as principal if such facility were structured as a secured lending transaction rather than as a purchase.

  • 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).

  • Securitization Indebtedness means (i) Indebtedness of the Company or any of its Restricted Subsidiaries incurred pursuant to on-balance sheet Securitizations treated as financings and (ii) any Indebtedness consisting of advances made to the Company or any of its Restricted Subsidiaries based upon securities issued by a Securitization Entity pursuant to a Securitization and acquired or retained by the Company or any of its Restricted Subsidiaries.

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

  • 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.

  • 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).

  • Permitted Joint Venture Investment means, with respect to an Investment by any specified Person, an Investment by such specified Person in any other Person engaged in a Permitted Business (a) over which the specified Person is responsible (either directly or through a services agreement) for day-to-day operations or otherwise has operational and managerial control of such other Person, or veto power over significant management decisions affecting such other Person and (b) of which at least 30% of the outstanding Equity Interests of such other Person is at the time owned directly or indirectly by the specified Person.

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

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

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

  • Consolidated First Lien Indebtedness means Consolidated Indebtedness that is secured by a first priority Lien (other than Permitted Liens) on assets of any Borrower or Restricted Subsidiary.

  • Permitted Financial Indebtedness means Financial Indebtedness:

  • Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

  • Contribution Indebtedness means Indebtedness or Disqualified Stock of the Company or any Restricted Subsidiary in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than the proceeds from the issuance of Disqualified Stock or any cash contribution by an Issuer or a Restricted Subsidiary) made to the capital of the Company or a Restricted Subsidiary after the Issue Date (whether through the issuance of Capital Stock or otherwise); provided that such Contribution Indebtedness is incurred within 180 days after the making of the related cash contribution.

  • 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.

  • 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.

  • Joint Venture Investment means, with respect to any Obligor, any Investment by such Obligor in a joint venture or other investment vehicle in the form of a capital investment, loan or other commitment in or to such joint venture or other investment vehicle pursuant to which such Obligor may be required to provide contributions, investments, or financing to such joint venture or other investment vehicle and which Investment the Borrower has designated as a “Joint Venture Investment”.

  • Unrestricted Subsidiary Indebtedness of any Unrestricted Subsidiary means Indebtedness of such Unrestricted Subsidiary

  • Subordinated Indebtedness means any Indebtedness of the Borrower or any Subsidiary the payment of which is subordinated to payment of the obligations under the Loan Documents.

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

  • Permitted Secured Indebtedness any Secured Indebtedness that:

  • Permitted Subordinated Indebtedness means Indebtedness incurred after the Closing Date by the Borrower or the Subsidiaries that is (i) subordinated to the Obligations and all other Indebtedness owing from the Borrower or the Subsidiaries to the Lender pursuant to a written subordination agreement satisfactory to the Lender in its sole discretion and (ii) in an amount and on terms approved by the Lender in its sole discretion.

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

  • 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.