Mezzanine Liabilities definition

Mezzanine Liabilities means all present and future moneys, debts and liabilities due, owing or incurred by the Borrower or any other Obligor to any Mezzanine Indebtedness Creditor which constitute Mezzanine Indebtedness (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise).
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Mezzanine Liabilities means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or as principal debtor, guarantor, surety or otherwise or as the equivalent obligor under the laws of any other jurisdiction) of each Obligor to the Mezzanine Agent, Mezzanine Lenders or any of them under the Mezzanine Financing Documents together with:
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Mezzanine Liabilities means, subject to Clause 6.2 (POSTPONEMENT OF MEZZANINE LIABILITIES), all present and future sums, liabilities and obligations whatsoever (actual or contingent) payable, owing, due or incurred by any Group Entity to any Mezzanine Beneficiary pursuant to the terms of the Mezzanine Documents together with all Ancillary Liabilities relating thereto (including, without limitation, interest accruing after (as well as before) the commencement of a bankruptcy proceeding by or against any U.S. Intercreditor Obligor under U.S. law, whether or not a claim for such interest is an allowed claim in such proceeding).
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Examples of Mezzanine Liabilities in a sentence

  • The Mezzanine Liabilities (except for liabilities owed by Stable I and Stable Holdings) and the Non-Performing Senior Debt transferred to Acquilux were then released (purportedly) pursuant to Clause 15.2(c) of the ICA.

  • However, in response, the Senior Facility Agent immediately issued a Stop Notice dated 28 January 2010 under Clause 9.10 of the ICA, the effect of which was to bar any payments being made in respect of the Mezzanine Liabilities for a period of 120 days.

  • Prior to the Senior Discharge Date, the Debtors have agreed pursuant to the Intercreditor Agreement that they will not, and will procure that no other member of the Group will, make any payment of the Mezzanine Liabilities unless such payment is permitted to be made or received pursuant to the Intercreditor Agreement.

  • The SCC’s view was that the proposal was unrealistic because it did not address two key features: that the Mezzanine Liabilities were of no value and that it was necessary to reduce significantly the debt on the balance sheet.

  • The concerns were increased by the fact that on 21 January 2010, MDM wrote to the Security Trustee purporting to revoke the Security Trustee’s authority under the ICA to release or to dispose of the Mezzanine Liabilities or the Transaction Security pursuant to Clause 15.2(c) of the ICA.

  • The terms of the Intercreditor Agreement provide in general that amounts owing in respect of the Loan and the Related Security (the "Senior Liabilities") shall rank in priority to the amounts owing in respect of the Mezzanine Loan and the Mezzanine Security (the "Mezzanine Liabilities").

  • Pursuant to the Mezzanine Subordination Agreement, the Mezzanine Subordinated Creditors agree that all Mezzanine Subordinated Liabilities are subordinate in right of payment to the Mezzanine Liabilities.

  • There are three main aspects of the ICA which are relevant in the context of the present case, namely: (i) the subordination of the Mezzanine Liabilities to the Senior Liabilities,(ii) the Security Trustee’s powers in respect of enforcement of the Transaction Security and(iii) the appointment and obligations of the Security Trustee.

  • For a description of the circumstance in which amounts may be paid in respect of the Mezzanine Liabilities, see "Description of the Intercreditor Agreement and the Subordination Agreements – Restrictions on payment".

  • This would have required a write-down of the existing debt of about !300 million: i.e. a write-down of a significant proportion of the Senior Liabilities and of all the Mezzanine Liabilities.


More Definitions of Mezzanine Liabilities

Mezzanine Liabilities has the meaning given to that term in the Intercreditor Agreement;
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Mezzanine Liabilities means all present and future sums, liabilities and obligations whatsoever (actual or contingent) payable, owing, due or incurred by any Mezzanine Obligor to any of the Mezzanine Agent and the Mezzanine Lenders pursuant to the terms of the Mezzanine Documents together with all Ancillary Liabilities relating thereto;
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Related to Mezzanine Liabilities

  • MREL Eligible Liabilities means “eligible liabilities” (or any equivalent or successor term) which are available to meet any MREL Requirement (however called or defined by then Applicable MREL Regulations) of the Issuer under Applicable MREL Regulations;

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Senior Higher Priority Liabilities means any obligations in respect of principal of the Issuer under any Notes and any other unsecured and unsubordinated obligations (créditos ordinarios) of the Issuer, other than the Senior Non Preferred Liabilities; and

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

  • Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;

  • Environmental Costs and Liabilities means any and all losses, liabilities, obligations, damages, fines, penalties, judgments, actions, claims, costs and expenses (including, without limitation, fees, disbursements and expenses of legal counsel, experts, engineers and consultants and the costs of investigation and feasibility studies and remedial activities) arising from or under any Environmental Law or order or contract with any Governmental Authority or any other Person.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Recourse Liabilities means the amount of liabilities owed by the Partnership (other than Nonrecourse Liabilities and liabilities to which Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-(2)(i) of the Regulations).

  • Hedge Liabilities shall have the meaning provided in the definition of “Lender-Provided Interest Rate Hedge”.

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

  • Liabilities means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • Subordinated Liabilities means liabilities subordinated to Borrower’s obligations to Lender in a manner acceptable to Lender in its sole discretion.

  • Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Capitalized Lease Liabilities means all monetary obligations of the Borrower or any of its Subsidiaries under any leasing or similar arrangement which, in accordance with GAAP, would be classified as capitalized leases, and, for purposes of this Agreement and each other Loan Document, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

  • Assumed Indebtedness means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Restricted Subsidiary of the Borrower or (b) is assumed in connection with an Investment in or acquisition of such Person, and has not been incurred or created by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Borrower.

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Common expense liability means the liability for common

  • Senior Liabilities means the Senior Lender Liabilities and the Hedging Liabilities.

  • Earn Out Obligations means, with respect to an Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition and consulting agreements, or other indemnity obligations) pursuant to the documentation relating to such Acquisition. The amount of any Earn Out Obligations at the time of determination shall be the aggregate amount, if any, of such Earn Out Obligations that are required at such time under GAAP to be recognized as liabilities on the consolidated balance sheet of the Borrower.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Environmental Liabilities means all Liabilities relating to, arising out of or resulting from any Hazardous Materials, Environmental Law or contract or agreement relating to environmental, health or safety matters (including all removal, remediation or cleanup costs, investigatory costs, response costs, natural resources damages, property damages, personal injury damages, costs of compliance with any product take back requirements or with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith.

  • Assumed Liabilities has the meaning set forth in Section 2.3.