Permitted Loan Retirement definition

Permitted Loan Retirement means any transaction pursuant to which the Borrower (a) purchases all or any portion of the Term Loans with cash of the Borrower and its Restricted Subsidiaries (other than the proceeds of any Revolving Loans), as certified by a Responsible Officer of the Borrower, pursuant to one or more offers on terms and conditions (including the form of notice thereof) reasonably agreed to by the Borrower and the Administrative Agent (each, an “Offer”) on a pro rata basis according to the principal amount of the Term Loans then held by the Term Loan Lenders and (b) substantially concurrent with such purchase, forgives all Indebtedness represented by such Term Loans purchased thereby as evidenced by a written instrument delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and made available to the Term Loan Lenders; provided, however, that (i) the Borrower shall have delivered a notice of each such Offer to the Administrative Agent and all Term Loan Lenders no later than noon (New York City time) at least five Business Days in advance of the proposed consummation date of such Offer in form and substance reasonably acceptable to the Administrative Agent, (ii) the aggregate principal amount of the Term Loans purchased and retired pursuant to such Offer shall be no less than $1,000,000 and (iii) both immediately prior to and after giving effect to such transaction, no Default or Event of Default shall have occurred or be continuing; provided, further, that any Permitted Loan Retirement may be consummated on a non-pro-rata basis. “Permitted Refinancing” means Indebtedness incurred (including by means of the extension or renewal of existing Indebtedness) to refinance, refund, extend, defease, discharge, renew or replace Permitted Indebtedness that (a) has an aggregate outstanding principal amount not greater than the aggregate principal amount of such Permitted Indebtedness outstanding at the time of such refinancing or extension plus the amount of any premiums, make-whole amounts or penalties and accrued and unpaid interest paid thereon and fees (including any closing fees and original issue discount) and expenses, in each case associated with such refinancing, refunding, extension, defeasance, discharge, renewal or replacement, (b) has a Weighted Average Life to Maturity (measured as of the date of such refinancing or extension) and maturity no shorter than that of such Permitted Indebtedness (other than with re...
Sample 1
Permitted Loan Retirement means any transaction pursuant to which the Borrower (a) purchases all or any portion of the Term Loans with cash of the Borrower, as certified by a Responsible Officer of the Borrower, pursuant to Offers that Borrower has accepted pursuant to subsection 9.9(b)(iii)(B) and (b) substantially concurrent with such purchase, forgives or retires all Indebtedness represented by such Term Loans purchased thereby as evidenced by a written instrument delivered to the Agent, in form and substance reasonably satisfactory to the Agent.
Sample 1Sample 2
Permitted Loan Retirement means any transaction pursuant to which the Borrower (a) purchases all or any portion of the Term Loans with cash of the Borrower and its Subsidiaries available under the Available Amount Basket (other than, in any event, any cash that is traced to a Borrowing under the Revolving Credit Facility), as certified by a Responsible Officer of the Borrower, pursuant to one or more offers on customary terms and conditions in light of market practices (including the form of notice thereof) agreed to by the Borrower and the Administrative Agent (each, an “Offer”) that were made available to all Term Loan Lenders on a pro rata basis according to the principal amount of the Term Loans then held by the Term Loan Lenders and (b) substantially concurrent with such purchase, forgives all Indebtedness represented by such Term Loans purchased thereby as evidenced by a written instrument delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and made available to the Term Loan Lenders; provided, however, that (i) the Borrower shall have delivered a notice of each such Offer to the Administrative Agent and all Term Loan Lenders no later than noon (New York City time) at least five (5) Business Days in advance of the proposed consummation date of such Offer in form and substance reasonably acceptable to the Administrative Agent and (ii) the maximum dollar amount of the Offer shall be no less than $1,000,000.
Sample 1

Examples of Permitted Loan Retirement in a sentence

  • Notwithstanding the foregoing, assignment of Term Loans to Borrower shall be permitted pursuant to a Permitted Loan Retirement so long as (i) there has been made a valid Offer and (ii) no Default or Event of Defaulting is continuing or would result therefrom.


More Definitions of Permitted Loan Retirement

Permitted Loan Retirement. “Original Credit Agreement” means this Agreement as in effect on the Closing Date. “Other Applicable Indebtedness” has the meaning specified in Section 2.8(a). “Other Taxes” has the meaning specified in Section 2.17(c). “Outstanding Amount” means (a) with respect to Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any extension of a Letter of Credit occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of payments made by the L/C Issuer in respect of a Letter of Credit. “Parent” means, collectively, White Mountains Insurance Group, Ltd. and its controlled Affiliates. 46 [[5286738]]
Sample 1
Permitted Loan Retirement. “Original Credit Agreement” means this Agreement as in effect on the Closing Date. “Other Applicable Indebtedness” has the meaning specified in Section 2.8(a). “Other Taxes” has the meaning specified in Section 2.17(c). “Parent” means, collectively, White Mountains Insurance Group, Ltd. and its controlled Affiliates. “Patents” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in letters patent and applications therefor. “PBGC” means the United States Pension Benefit Guaranty Corporation and any successor thereto. “PSC Register” means “PSC register” within the meaning of section 790C(10) of the Companies Xxx 0000. “PSC Registrable Person” means a “registrable person” or “registrable relevant legal entity”. “Permit” means, with respect to any Group Member, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from any Governmental Authority that are material to, or otherwise required in any material respects by applicable law for, the operation of its business as currently conducted. “Permitted Acquisition” means any proposed Acquisition satisfying each of the following conditions: except with respect to an Acquisition in which the acquisition consideration is(a) less than $7,500,000, (i) the U.S. Borrower shall have provided the Administrative Agent with a 45 [[5628733]]
Sample 1

Related to Permitted Loan Retirement

  • Qualified Retirement means a retirement from Service by the Executive in which, at the time of such retirement, the sum of the Executive’s age and aggregate 12-month completed periods of Service (whether or not such completed 12-month periods are consecutive), in each case without giving credit for any partial years, equals or exceeds 75.

  • Qualifying Retirement means the Employee’s voluntary termination of employment after the Employee has (i) attained (X) age sixty-five (65), (Y) age fifty-five (55) with ten (10) Years of Service as a full-time employee of the Partnership or any of its Affiliates, or (Z) an age which, when added to such Years of Service of the Employee equals at least seventy-five (75), and (ii) previously delivered a written notice of retirement to the Partnership and on the date of retirement the Employee has satisfied the minimum applicable advance written notice requirement set forth below: Age at Voluntary Termination Number of Years of Advance Notice 58 or younger 59 60 or older 3 years 2 years 1 year By way of illustration, and without limiting the foregoing, if (i) the Employee is eligible to retire at age fifty-nine (59) after ten (10) Years of Service, (ii) the Employee gives two (2) years notice at age fifty-eight (58) that the Employee intends to retire at age sixty (60), and (iii) the Employee later terminates employment at age fifty-nine (59), then the Employee’s retirement at age fifty-nine (59) would not constitute a Qualifying Retirement. However, if (i) the Employee is eligible to retire at age fifty-nine (59) after ten (10) Years of Service, (ii) the Employee gives two (2) years notice at age fifty-eight (58) that the Employee intends to retire at age sixty (60), and (iii) the Employee terminates employment upon reaching age sixty (60), then the Employee’s retirement at age sixty (60) would constitute a Qualifying Retirement.

  • Individual retirement account means a trust, custodial arrangement, or annuity under Section 408(a) or (b), Internal Revenue Code of 1954 (26 U.S.C. Section 408 (1986)).

  • Eligible Retirement Plan means an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code, that accepts the Distributee's Eligible Rollover Distribution. However, in the case of an Eligible Rollover Distribution to the surviving Spouse, an Eligible Retirement Plan is an individual retirement account or individual retirement annuity.

  • Designated Retirement Account means any retirement plan or account described or qualified under the Internal Revenue Code of 1986, as amended, or a subaccount thereof.

  • Special Retirement means an Optionee’s termination of employment or service with the Employers and Affiliates on or after the later of (i) the Optionee’s attainment of age 62 and (ii) the Optionee’s Early Retirement Date or Normal Retirement Date, as such terms are defined in the Telephone and Data Systems, Inc. Pension Plan.

  • Eligible Retiree means a retired employee of the GROUP who is receiving retirement benefits from GROUP and is entitled to Medicare part A and enrolled in Medicare part B. If this Agreement includes Group Plan 65, an Eligible Retiree who selects Group Plan 65 shall be eligible as an individual. Such Eligible Retiree shall not be deemed to have any dependents who can select Group Plan 65.

  • Mandatory Retirement means termination of employment pursuant to the Company’s mandatory retirement policy.

  • Normal Retirement means retirement from active employment with the Company or any Subsidiary on or after age 65.

  • Disability Retirement Date means the first day of the month following the last day of paid employment;

  • Disability retirement for plan 1 members, means the period

  • Postponed Retirement Date means the first day of the month coincident with or next following a Participant’s date of actual retirement which occurs after his Normal Retirement Date.

  • Supplemental Retirement Benefit means the benefit determined under Article V of this Plan.

  • Late Retirement Date means the first day of the month coinciding with or next following a Participant's actual Retirement Date after having reached his Normal Retirement Date.

  • Normal Retirement Date means the later of the Normal Retirement Age or Termination of Employment.

  • Retirement Account means any retirement or pension fund or account, listed in Iowa Code section 627.6(8)“f” as exempt from execution, regardless of the amount of contribution, the interest generated, or the total amount in the fund or account.

  • Deferred Retirement Date means, in the case of any Participant who continues in employment after his Normal Retirement Date, the first day of any month following his actual retirement.

  • Pre-Retirement Survivor Benefit means the benefit set forth in Article 6.

  • Retirement fund means the "Washington law enforcement

  • Approved Retirement means any voluntary termination of employment that occurs on or after the date on which the sum of your age and years of employment with Deluxe and/or its Affiliates equals at least seventy-five (75) and that is approved by the Compensation Committee of the Board.

  • Continuing care retirement community means a residential

  • Supplemental Retirement Income Benefit means an annual amount (before taking into account federal and state income taxes), payable in monthly installments throughout the Payout Period. Such benefit is projected pursuant to the Agreement for the purpose of determining the Contributions to be made to the Retirement Income Trust Fund (or Phantom Contributions to be recorded in the Accrued Benefit Account). The annual Contributions and Phantom Contributions have been actuarially determined, using the assumptions set forth in Exhibit A, in order to fund for the projected Supplemental Retirement Income Benefit. The Supplemental Retirement Income Benefit for which Contributions (or Phantom Contributions) are being made (or recorded) is set forth in Exhibit A.

  • Earliest Retirement Age means the earliest date on which, under the Plan, the Participant could elect to receive retirement benefits.

  • Normal Retirement Benefit means an annual benefit payment in the amount of Sixty-Six Thousand Three Hundred and Seventy-Three Dollars ($66,373.00) for a period of fifteen (15) years.

  • Retirement means Normal or Early Retirement.