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, 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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Mezzanine Liabilities has the meaning given to that term in the Intercreditor Agreement;
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Examples of Mezzanine Liabilities in a sentence

  • The principal purpose of this Agreement is that (subject only as expressly provided to the contrary in this Agreement) the Senior Liabilities, the Hedging Liabilities, the Mezzanine Liabilities and the Overdraft Liabilities should rank in the following order of priority: FIRST: the Senior Liabilities, the Hedging Liabilities, the Overdraft Liabilities pari passu; and SECOND: the Mezzanine Liabilities.

  • Until the Senior Discharge Date, the Companies shall not and shall procure that none of the other Obligors shall without the prior written consent of the Majority Senior Banks pay, redeem, repay, prepay or purchase all or any part of the Mezzanine Liabilities except for payments permitted under Clause 8 of this Agreement and each of the Mezzanine Lenders hereby undertakes not to accept any such payment, redemption, repayment, prepayment or purchase without such consent.

  • LIABILITIES Except where expressly provided in this Deed, nothing contained in this Deed is intended to or shall impair, as between any Intercreditor Obligor and the Mezzanine Beneficiaries, the obligations of any Intercreditor Obligor under the Mezzanine Documents, including, without limitation, the obligation of the Mezzanine Borrower to pay the Mezzanine Beneficiaries all of the relevant Mezzanine Liabilities.

  • If any person becomes a guarantor or otherwise becomes liable for (except as a provider) any of the Senior Liabilities, the Mezzanine Liabilities or the Intra-Group Liabilities, the Obligors' Agent will procure that such person will become a party hereto as an Intercreditor Obligor by the execution of a Deed of Accession, or execution of an Accession Letter in relation to the Senior Credit Agreement or the Mezzanine Facility Agreement.

  • Subject to Clause 10.2 (Postponed Senior Liabilities) the priorities referred to in Clauses 3.1 (Subordination) and 3.2 (Ranking) will not be affected by any reduction or increase in the principal amount secured by the Security in respect of the Senior Liabilities or, as the case may be, the Mezzanine Liabilities or by any intermediate reduction or increase in, amendment or variation to any of the Finance Documents, or by any variation or satisfaction of, any of the Liabilities or any other circumstances.

  • Where services go, how often vehicles are scheduled, how long the trip takes, how accessible stops are, and how the service is delivered (focus on customer service), are all key factors in residents choosing not only which services to take, but if transit is an option for them at all.

  • In the event of any Beneficiary taking any collateral, additional or substituted security for all or any part of the Senior Liabilities or the Mezzanine Liabilities respectively, such Beneficiary and each of the Obligors, the Security Agent respectively undertake to execute such documents and do such other acts or things as may be necessary to evidence the priority of such security in the manner established by this Deed.

  • The Parent shall not permit any person to become a guarantor or otherwise liable for (except as a provider) any of the Mezzanine Liabilities, the Subordinated Liabilities, the Mirror Note Liabilities or the Intra-Group Liabilities unless the prior written consent of the Senior Agent shall first have been obtained.

  • 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.

  • LIABILITIES It is hereby understood that any breach of the provisions of Clause 10.1 (Material Variations) shall result in any increased principal amount of the Senior Liabilities being ranked, for all purposes of this Deed and the Security Documents, behind the Mezzanine Liabilities.


More Definitions of Mezzanine Liabilities

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 means collectively, the Foreign Currency Hedge Liabilities and the Interest Rate Hedge Liabilities.

  • 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 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 the Borrower's obligations to the Bank in a manner acceptable to the Bank 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 the principal portion of 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.

  • 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 all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).

  • Common expense liability means the liability for common

  • Senior Liabilities means all present and future moneys, debts and liabilities due, owing or incurred by the Obligors to any Finance Party under or in connection with any Finance Document (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).

  • 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. For purposes of determining the aggregate consideration paid for an Acquisition at the time of such Acquisition, the amount of any Earn Out Obligations shall be deemed to be the maximum amount of the earn-out payments in respect thereof as specified in the documents relating to such Acquisition. For purposes of determining the amount of any Earn Out Obligations to be included in the definition of Funded Indebtedness, the amount of Earn Out Obligations shall be deemed to be the aggregate liability in respect thereof, as determined in accordance with GAAP.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Environmental Liabilities means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

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