Permitted Parent Indebtedness definition

Permitted Parent Indebtedness means unsecured senior or subordinated Indebtedness of the Parent or CCI that (a) is not Guaranteed by the Borrower or any Restricted Subsidiary (other than CCI), (b) does not mature or amortize or require any payment of principal, and is not subject to any sinking fund requirement, prior to March 22, 2009 (other than pursuant to a prepayment obligation), (c) is not convertible into or exchangeable into any Indebtedness or Equity Interests other than a Permitted Parent Financing, provided however that, the New Convertible Notes may be convertible into Equity Interests in a Subsidiary so long as (i) if such Subsidiary is a Restricted Subsidiary, (A) the holders of such resulting Equity Interests enter into a consent agreement reasonably satisfactory to the Collateral Agent in which such holders acknowledge and consent to such Subsidiary's Guarantee of the Indebtedness hereunder and its grant of security interests under the Loan Documents to secure the Obligations and (B) the Required Lenders consent thereto and the terms of this Agreement (including, without limitation, the Financial Covenants and the definitions applicable thereto) are amended to account for the existence of minority equity interests held by non-Loan Parties in such Subsidiary, (ii) if such Subsidiary is an Unrestricted Subsidiary, the Required Lenders shall otherwise consent if any related transactions with respect to such Subsidiary are not permitted pursuant to this Agreement or the other Loan Documents and (iii) the requisite lenders under the Senior Unsecured Facility shall also consent thereto (if necessary pursuant to the terms of the commitment under, or the definitive documentation for, such facility), (d) either requires no cash interest payments or provides for a pre-funded cash interest reserve sufficient to cover all interest payments, in each case for the period of three years commencing on the Effective Date, and (e) in the case of subordinated debt, contains subordination terms reasonably satisfactory to the Administrative Agent.
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Permitted Parent Indebtedness means any secured or unsecured debt financing incurred by Parent which satisfies each of the following criteria:
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Permitted Parent Indebtedness means any unsecured Indebtedness, together with all interest, fees and expenses from time to time accrued thereon, by Parent on arms-length terms, in an aggregate principal amount not in excess of $100,000,000, which is subordinated to the Obligations and on other terms that, in each case, are reasonably satisfactory to the Required Lenders.
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Examples of Permitted Parent Indebtedness in a sentence

  • No Parent has any Indebtedness other than Permitted Parent Indebtedness.

  • There are no material defaults, breaches or violations existing in respect of any Permitted Indebtedness or Permitted Parent Indebtedness by any party thereto and no event has occurred that, with the passage of time or the giving of notice, or both, would constitute a material default, breach or violation by any party thereunder, except to the extent that any of the foregoing have been waived in writing by the applicable holder of such Permitted Indebtedness or Permitted Parent Indebtedness.

  • The Company shall provide the Administrative Agent with at least ten (10) Business Days prior written notice of the Seller’s intention to repay any outstanding principal balance owing under any Permitted Seller Subordinated Indebtedness or any Permitted Parent Indebtedness.

  • Except pursuant to the Credit Documents, none of Parent, Seller, FlexLending, Intermediate Seller or Company shall enter into any Contractual Obligation prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, other than the Second Warehouse Facility, Permitted Parent Indebtedness or a Permitted Channel Partner Program.

  • No Parent shall grant (i) any Lien on any assets of any Parent in respect of any Permitted Parent Indebtedness other than Liens specifically contemplated within the definition of Permitted Parent Indebtedness or (ii) any greater priority than Lender has with respect to the Loan with respect to any payment obligations of any Parent under any Permitted Parent Indebtedness except to the extent specifically contemplated within the definition of Permitted Parent Indebtedness.

  • Those provisions required by §10.13 and the definition of Permitted Parent Indebtedness for the incurrence by the Parent of Permitted Parent Indebtedness.

  • No borrower, guarantor or other party obligated in respect of the Permitted Indebtedness or Permitted Parent Indebtedness has given or received any notice of default under any of the Permitted Indebtedness or Permitted Parent Indebtedness that remains uncured or in dispute.

  • Parent has no indebtedness for borrowed money other than Permitted Parent Indebtedness, if any.

  • This obligation shall include, (i) the Company’s commitment to cooperate with, and provide reasonable assistance to, Parent in obtaining Permitted Parent Indebtedness (including without limitation, providing such information as may be reasonably requested from a potential lending source), and (ii) on the part of Parent, sending a termination letter to Agent in substantially the form of Exhibit A attached to the Investment Management Trust Agreement by and between Parent and Agent dated as of June 13, 2007.


More Definitions of Permitted Parent Indebtedness

Permitted Parent Indebtedness means the following Indebtedness of the Parent:
Sample 1
Permitted Parent Indebtedness means loans to Parent in an aggregate amount not to exceed $750,000 on terms approved by Parent’s Board of Directors and reasonably acceptable to the Company giving consideration to the facts and circumstances existing at the time such loans are made; the term “Permitted Parent Indebtedness” includes warrants to purchase shares of Parent Common Stock in connection with the Permitted Parent Indebtedness.
Sample 1
Permitted Parent Indebtedness means unsecured senior or subordinated Indebtedness of the Parent or CCI that (a) is not Guaranteed by the Borrower or any Restricted Subsidiary (other than CCI), (b) does not mature or amortize or require any payment of principal, and is not subject to any sinking fund requirement, prior to March 22, 2009 (other than pursuant to a prepayment obligation), (c) is not convertible into or exchangeable for any Indebtedness or Equity Interests other than a Permitted Parent Financing, (d) either requires no cash interest payments or provides for a pre-funded cash interest reserve sufficient to cover all interest payments, in each case for the period of three years commencing on the Effective Date, and (e) in the case of subordinated debt, contains subordination terms reasonably satisfactory to the Administrative Agent. 34 29
Sample 1

Related to Permitted Parent Indebtedness

  • Acquisition Indebtedness any Indebtedness of the Company or any of its Subsidiaries that has been issued 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 Company, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds thereof to the Company and 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 Company and 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).

  • Second Lien Indebtedness means the Indebtedness of the Loan Parties owing to the Second Lien Agent and the Second Lien Lenders under the Second Lien Credit Agreement, which Indebtedness is on terms and conditions reasonably acceptable to the Collateral Agent.

  • Permitted Acquisition Indebtedness means Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries to the extent such Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock of any other Person existing at the time (a) such Person became a Restricted Subsidiary of the Company or (b) such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, provided that on the date such Person became a Restricted Subsidiary or the date such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, as applicable, either

  • Project Finance Indebtedness means any present or future indebtedness incurred to finance the ownership, acquisition, development and/or operation of an asset, whether or not an asset of a member of the Group:

  • First Lien Indebtedness means the Indebtedness under the First Lien Indebtedness Documents.

  • 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).

  • Permitted Subsidiary Indebtedness means any of the following:

  • Consolidated First Lien Indebtedness means Consolidated Total Indebtedness as of any date of determination that is secured by a Lien on any asset or property of the Borrower and its Restricted Subsidiaries, which Lien does not rank junior in priority to the Liens securing the Secured Obligations.

  • Permitted Financial Indebtedness means Financial Indebtedness:

  • Balloon Indebtedness means Long-Term Indebtedness, 25% or more of the original principal amount of which becomes due (either by maturity or mandatory redemption) during any consecutive twelve-month period, if such principal amount becoming due is not required to be amortized below such percentage by mandatory redemption or prepayment prior to such twelve-month period.

  • Subordinate Indebtedness means all present and future indebtedness, obligations, and liabilities of Borrower to Subordinate Lender under or in connection with the Subordinate Loan or the Subordinate Loan Documents.

  • Excluded Indebtedness means all Indebtedness not incurred in violation of Section 6.01.

  • Related Indebtedness means any and all indebtedness paid or payable by Borrower to Administrative Agent or any Lender pursuant to any Loan Document other than any Note.

  • Credit Agreement Refinancing Indebtedness means (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing Debt or (c) Permitted Unsecured Refinancing Debt, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, existing Term Loans, or any then-existing Credit Agreement Refinancing Indebtedness (“Refinanced Debt”); provided that (i) such Indebtedness has a maturity no earlier, and a Weighted Average Life to Maturity equal to or greater, than 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (ii) such Indebtedness shall not have a greater principal amount (or accreted value, if applicable) than the principal amount (or accreted value, if applicable) of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees and expenses associated with the refinancing, (iii) the terms and conditions of such Indebtedness (except as otherwise provided in clause (ii) above and with respect to pricing, rate floors, discounts, premiums and optional prepayment or redemption terms) are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Indebtedness, than those applicable to the Refinanced Debt being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness) (provided that a certificate of a Responsible Officer delivered to the Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Parent Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (iii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Agent notifies the Parent Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)), and (iv) such Refinanced Debt shall be repaid, repurchased, retired, defeased or satisfied and discharged, and all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

  • Permitted Refinancing Indebtedness means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

  • Refinanced Indebtedness shall have the meaning provided in the definition of the term “Permitted Refinancing Indebtedness”.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness, determined as of and immediately prior to the Closing.

  • Permitted Existing Indebtedness means the Indebtedness of the Borrower and its Subsidiaries identified as such on Schedule 1.1.1 to this Agreement.

  • Permitted Convertible Indebtedness means unsecured Indebtedness in the form of notes issued by the Borrower that (i) as of the date of issuance thereof contains terms, conditions, covenants, conversion or exchange rights, redemption rights and offer to repurchase rights, in each case, as are typical and customary for notes of such type, (ii) is convertible or exchangeable into a fixed number of shares of common stock of the Borrower (or Qualified Equity Interests following a merger event or other change of common stock of the Borrower), cash or a combination thereof (such amount of cash determined by reference to the price of the Borrower’s common stock or such Qualified Equity Interests), and cash in lieu of fractional shares of common stock of the Borrower, (iii) has a stated final maturity date that is no earlier than the date that is one hundred eighty (180) days after the Maturity Date (the “Earliest Date”), (iv) shall not be required to be repaid, prepaid, redeemed, repurchased or defeased (whether through scheduled amortization, principal payments, mandatory redemptions or payments of principal or otherwise), whether on one or more fixed dates, prior to the Earliest Date, except (x) upon the occurrence of an event of default, “fundamental change” or equivalent or (y) following the Borrower’s election to redeem such notes to the extent expressly permitted pursuant to Section 9.07(d) or as otherwise consented to by the Majority Lenders; provided that the right to convert such Indebtedness into Qualified Equity Interests, cash or any combination thereof shall not be deemed to violate this clause (iv), (v) is not supported by a Guaranty made or issued by any Subsidiary of the Borrower that is not an Obligor and (vi) does not provide for or require the payment of cash interest in excess of five and a half (5.5%) per annum2.

  • 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.

  • Other Permitted Indebtedness means (a) accrued expenses and current trade accounts payable incurred in the ordinary course of the Borrower’s business which are not overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings, (b) Indebtedness (other than Indebtedness for borrowed money) arising in connection with transactions in the ordinary course of the Borrower’s business in connection with its securities transactions, derivatives transactions, reverse repurchase agreements or dollar rolls to the extent such transactions are permitted under the Investment Company Act and the Borrower’s Investment Policies (after giving effect to any Permitted Policy Amendments), provided that such Indebtedness does not arise in connection with the purchase of Portfolio Investments other than Cash Equivalents and U.S. Government Securities and (c) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments or awards do not constitute an Event of Default under clause (l) of Article VII.

  • Intercompany Indebtedness means Indebtedness of Company or any of their respective Subsidiaries which is owing to any member of such group.

  • Settlement Indebtedness means any payment or reimbursement obligation in respect of a Settlement Payment.

  • Permitted Indebtedness means, without duplication, each of the following:

  • Existing Indebtedness means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the Issue Date, until such amounts are repaid.