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.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

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.

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.

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

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.