Limited Secured Acquisition Debt definition

Limited Secured Acquisition Debt means (i) any Indebtedness, the proceeds of which are used to finance all or a portion of an acquisition or similar transaction if any lender’s Lien is solely limited to the assets acquired in such a transaction and (ii) any Indebtedness, the proceeds of which are used to finance all or a portion of the American Centrifuge Project or another next generation enrichment technology provided that any Lien securing such Indebtedness or any Obligations relating thereto are limited solely to such assets; provided that (x) except as to the proceeds of the Collateral securing such Limited Secured Acquisition Debt, the Limited Secured Acquisition Debt shall be subordinated in right of payment to the New Notes or the New Notes Guarantee, as applicable, pursuant to a subordination agreement no less favorable to the senior lender thereunder than the existing Note Subordination Agreement and (y) concurrently with the incurrence of such Limited Secured Acquisition Debt, the New Notes shall have been granted a 9 valid, perfected security interest on the Collateral securing such Limited Secured Acquisition Debt subject to the Limited Secured Acquisition Debt Intercreditor Agreement.
Sample 1
Limited Secured Acquisition Debt means (i) any indebtedness, the proceeds of which are used to finance all or a portion of an acquisition or similar transaction if any lender’s lien is solely limited to the assets acquired in such a transaction and (ii) any indebtedness, the proceeds of which are used to finance all or a portion of the American Centrifuge Project or another next generation enrichment technology if any lender’s lien is solely limited to such assets, provided that a lien securing the New Notes that is junior with respect to the lien securing such indebtedness, will be effected for the New Notes, which will be limited to the assets acquired with such Limited Secured Acquisition Debt.Guarantee Security/Ranking The Existing Notes are, and the New Notes will be, guaranteed on asubordinated and limited basis by, and secured by substantially all assets of the Guarantor on the terms set forth below.The Guarantor guarantee for the Existing Notes (the “ExistingNotes Guarantee”) is, and the Guarantor guarantee for the New Notes (the “New Notes Guarantee”) will be, (i) equal in right of payment with all existing and future unsubordinated indebtedness of the Guarantor (other than Designated Senior Claims as defined below and Limited Secured Acquisition Debt), (ii) senior in right of payment to all existing and future subordinated indebtedness of the Guarantor and Limited Secured Acquisition Debt, and (iii) subordinated in right of payment to Designated Senior Claims.
Sample 1
Limited Secured Acquisition Debt means (i) any Indebtedness, the proceeds of which are used to finance all or a portion of an acquisition or similar transaction if any lender’s Lien is solely limited to the assets acquired in such a transaction and (ii) any Indebtedness, the proceeds of which are used to finance all or a portion of the American Centrifuge Project or another next generation enrichment technology provided that any Lien securing such Indebtedness or any Obligations relating thereto are limited solely to such assets; provided that (x) except as to the proceeds of the Collateral securing such Limited Secured Acquisition Debt, the Limited Secured Acquisition Debt shall be subordinated in right of payment to the Notes or the Notes Guarantee, as applicable, pursuant to a subordination agreement no less favorable to the senior lender thereunder than the existing Note Subordination Agreement and (y) concurrently with the incurrence of such Limited Secured Acquisition Debt, the Notes shall have been granted a valid, perfected security interest on the Collateral securing such Limited Secured Acquisition Debt subject to the Limited Secured Acquisition Debt Intercreditor Agreement.”;
Sample 1

Examples of Limited Secured Acquisition Debt in a sentence

  • Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned to such terms in the Limited Secured Acquisition Debt Intercreditor Agreement.

  • If requested by the holder of any Designated Senior Claim or Limited Secured Acquisition Debt or a representative of such a holder, the Trustee and the Collateral Agent each shall execute the applicable Junior Lien or Limited Secured Acquisition Debt Intercreditor Agreement.

  • Except as expressly supplemented hereby, the Limited Secured Acquisition Debt Intercreditor Agreement shall remain in full force and effect.

  • Any provision of this Joinder Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Limited Secured Acquisition Debt Intercreditor Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • The foregoing provisions are intended as an inducement to the present and future holders of the Designated Senior Claims and Limited Secured Acquisition Debt and such holders are intended third party beneficiaries of the applicable Junior Lien or Limited Secured Acquisition Debt Intercreditor Agreement.

  • The Limited Secured Acquisition Debt Intercreditor Agreement is hereby incorporated herein by reference.

  • Each Holder by its acceptance of the Notes agrees that it will be bound by, and will take no action contrary to, the provisions of the applicable Junior Lien or Limited Secured Acquisition Debt Intercreditor Agreement.

  • The applicable Junior Lien or Limited Secured Acquisition Debt Intercreditor Agreement defines the relative rights of holders of the Subordinated Liens and the holders of the Senior Priority Liens and holders of the liens securing Limited Secured Acquisition Debt that will exist upon execution of the applicable Junior Lien or Limited Secured Acquisition Debt Intercreditor Agreement.

  • In the event of any conflict between the terms of, on the one hand, the applicable Junior Lien or Limited Secured Acquisition Debt Intercreditor Agreement and, on the other hand, any Note, this Indenture or any Security Document, upon execution of the applicable Junior Lien or Limited Secured Acquisition Debt Intercreditor Agreement the terms of the applicable Junior Lien or Limited Secured Acquisition Debt Intercreditor Agreement shall govern and control.

  • The undersigned Additional Junior Lien Representative (the “New Representative”) and Additional Junior Lien Collateral Agent (the “New Collateral Agent”) are executing this Joinder Agreement in accordance with the requirements of the Limited Secured Acquisition Debt Intercreditor Agreement.


More Definitions of Limited Secured Acquisition Debt

Limited Secured Acquisition Debt means (i) any indebtedness, the proceeds of which are used to finance all or a portion of an acquisition or similar transaction if any lender’s lien is solely limited to the assets acquired in such a transaction and (ii) any indebtedness, the proceeds of which are used to finance all or a portion of the American Centrifuge Project or another next generation enrichment technology if any lender’s lien is solely limited to such assets, provided that a lien securing the New Notes that is junior with respect to the lien securing such indebtedness, will be effected for the New Notes, which will be limited to the assets acquired with such Limited Secured Acquisition Debt.
Sample 1

Related to Limited Secured Acquisition Debt

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Permitted Secured Indebtedness any Secured Indebtedness that:

  • 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.

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that:

  • Consolidated Secured Debt means, as to any Person at any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date that is secured by a Lien on any asset or property of such Person or its Restricted Subsidiaries.

  • Consolidated Secured Indebtedness means, as of any date of determination, Consolidated Total Debt that is secured by a Lien on any assets of Borrower and its Subsidiaries.

  • Consolidated First Lien Secured Debt means Consolidated Total Debt as of such date that is not Subordinated Indebtedness and is secured by a Lien on all of the Collateral that ranks on an equal priority basis (but without regard to the control of remedies) with Liens on all of the Collateral securing the Obligations.

  • Permitted Acquired Debt shall have the meaning set forth in Section 9.04(d).

  • Qualified Acquisition means an acquisition or a series of related acquisitions in which the consideration paid by the Credit Parties is equal to or greater than $50,000,000.

  • Specified Acquisition means one or more acquisitions of assets or entities or operating lines or divisions in any rolling 12-month period for an aggregate purchase price of not less than $50,000,000.

  • Permitted Acquisition Certificate means a certificate substantially the form of Exhibit F or any other form approved by the Administrative Agent.

  • Consolidated Senior Secured Indebtedness means, as of any date of determination, Consolidated Total Indebtedness as of such date that is not subordinated in right of payment to the Secured Obligations and is secured by a Lien on the Collateral securing the Loan Document Obligations.

  • Consolidated Senior Secured Debt means, at any date of determination, the aggregate principal amount of Total Funded Debt outstanding on such date that is secured by a Lien on any asset or property of the Borrower or the Restricted Subsidiaries, which Total Funded Debt is not, by its terms, subordinated in right of payment to the Obligations.

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • Total Secured Indebtedness means (a) all Secured Indebtedness of the Consolidated Group determined on a consolidated basis plus (b) the Consolidated Group Pro Rata Share of Secured Indebtedness attributable to interests in Unconsolidated Affiliates.

  • 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).

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Permitted Pari Passu Secured Refinancing Debt means any secured Indebtedness (including any Registered Equivalent Notes) incurred by a Borrower in the form of one or more series of senior secured notes; provided, that (a) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of Parent or Restricted Subsidiary other than the Collateral, (b) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors, (c) such Indebtedness, (i) unless incurred as a term loan under this Agreement, does not mature or have scheduled amortization or payments of principal (other than customary offers to repurchase upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) prior to the date that is the Latest Maturity Date at the time such Indebtedness is incurred or issued, and (ii) if incurred as a term loan under this Agreement, does not mature earlier than, or have a Weighted Average Life to Maturity shorter than, the applicable Refinanced Debt, (d) the security agreements relating to such Indebtedness (to the extent such Indebtedness is not incurred hereunder) are substantially the same as or more favorable to the Loan Parties than the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (e) to the extent such Indebtedness is not incurred hereunder, a Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of an Intercreditor Agreement with the Administrative Agent and (f) such Indebtedness, if consisting of Refinancing Notes, satisfies clause (d) of the definition of Permitted Other Debt Conditions. Permitted Pari Passu Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Permitted Junior Secured Refinancing Debt means any secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of second-lien (or other junior lien) secured notes or second-lien (or other junior lien) secured loans; provided that (i) such Indebtedness (x) is secured by the Collateral on a second-priority (or other junior priority) basis with the Obligations and (y) is not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (iii) such Indebtedness does not mature, have a shorter Weighted Average Life to Maturity than, or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default), prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (iv) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (v) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise be subject to the provisions of one or more intercreditor agreements reasonably satisfactory to the Administrative Agent and (vi) any mandatory or voluntary prepayments of Permitted Junior Secured Refinancing Debt may not be made except to the extent that prepayments of the Term Loans and Permitted Pari Passu Secured Refinancing Debt are first made ratably, to the extent required hereunder or pursuant to the terms of such Permitted Pari Passu Secured Refinancing Debt, as the case may be. Permitted Junior Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Restricted Payment Transaction means any Restricted Payment permitted pursuant to Section 409, any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted Payment” (including pursuant to the exception contained in clause (i) and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition).

  • Permitted Acquisitions means any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the property of any Person, or of any business or division of any Person, (b) acquisition of all or substantially all the Equity Interests of any Person, and otherwise causing such Person to become a Subsidiary of such Person, (c) merger or consolidation or any other combination with any Person, or (d) any Permitted Restaurant Acquisition, if each of the following conditions is met:

  • Consolidated Secured Net Debt means Consolidated Total Net Debt minus the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is not secured by any Lien on property or assets of the Borrower or any Restricted Subsidiary.