Permitted Seller Debt definition

Permitted Seller Debt means unsecured Indebtedness of the Borrower or any of its Subsidiaries issued as part of the consideration payable in respect of any Permitted Acquisition; provided that:

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Permitted Seller Debt means unsecured Indebtedness of the Company or any of its Subsidiaries incurred in connection with a Permitted Acquisition and issued to the seller of the Property acquired pursuant to such Permitted Acquisition, provided that if any Permitted Seller Debt is in an amount in excess of $5,000,000, all terms and conditions thereof (including, without limitation, mandatory repayment provisions, defaults, remedies and subordination provisions but excluding the maturity date thereof and the interest rate applicable thereto), and the documentation therefor, shall be reasonably satisfactory to the Administrative Agent, provided that in any event, unless the Required Lenders otherwise expressly consent in writing prior to the incurrence thereof, (i) no such Indebtedness shall be secured by any Property of the Company or any of its Subsidiaries and (ii) the aggregate outstanding principal amount of such Indebtedness does not exceed $75,000,000 at any time.

Permitted Seller Debt means Indebtedness owed to the Borrower which is incurred by purchasers of the Borrower’s assets in connection with a Permitted Asset Disposition.

Examples of Permitted Seller Debt in a sentence

As of any date, all principal, overdue interest and other amounts then outstanding in respect of Permitted Seller Debt, but excluding accrued interest which is not yet overdue.
As of any date, the aggregate amount of the Commitments then in effect minus the Letter of Credit Exposure, minus that portion of the Permitted Seller Debt Outstandings not secured by Letters of Credit plus the amount by which the NRTC Letter of Credit Exposure as of such date exceeds the actual amount then owed to the NRTC by the Companies under the NRTC Member Agreements.
For purposes of this Agreement, the term "Available Commitments" shall mean, at any time, the aggregate amount of the Commitments then in effect minus the Letter of Credit Exposure minus that portion of the Permitted Seller Debt Outstandings not secured by Letters of Credit.
No Credit Party shall, directly or indirectly, change or amend the terms of Subordinated Indebtedness, Permitted Seller Debt or Permitted Subordinated Earn-Outs in any respect which, in each case, shall be materially adverse to Agent or Lenders without the prior written consent of Agent.
The subordination provisions contained in the Senior Subordinated Note Documents and in any Permitted Seller Debt are enforceable against the issuer of the respective security and the holders thereof, and the Loans and all other Obligations entitled to the benefits of any Loan Document and any related guaranty are within the definitions of "Senior Indebtedness" included in such provisions.

More Definitions of Permitted Seller Debt

Permitted Seller Debt has the meaning specified in SECTION 8.05(g).

Permitted Seller Debt means unsecured Indebtedness (other than earn-out obligations) owing to sellers of assets or Equity Interests by a Loan Party or a Subsidiary that is incurred by a Loan Party or Subsidiary in connection with the consummation of one or more Permitted Acquisitions so long as (i) with respect to any such Indebtedness that (x) requires cash interest or principal payments while any Obligations remain outstanding or (y) has a maturity that is earlier than six (6) months following the Latest Maturity Date, the aggregate principal amount for all such unsecured Indebtedness described in this clause (i) does not exceed $7,500,000 at any one time outstanding and such Indebtedness is otherwise on terms and conditions reasonably acceptable to the Administrative Agent and (ii) any such Indebtedness is subordinated to the Obligations on terms and conditions reasonably acceptable to the Administrative Agent.

Permitted Seller Debt means unsecured Debt of the Borrower incurred in connection with, and as part of the consideration payable in respect of, any Permitted Acquisition; provided that (i) there shall be no scheduled payments of principal in respect of such Debt prior to the first anniversary of the Maturity Date, (ii) the final maturity of such Debt shall not be earlier than the first anniversary of the Maturity Date, (iii) interest or yield (including payment in kind interest and original issue discount) payable in respect of such Debt shall not exceed 12% per annum and (iv) such Debt is subordinated in right of payment to the Obligations on terms acceptable to the Agent.

Permitted Seller Debt means shall mean that certain Junior Subordinated Note dated as of the Closing Date executed by the Parent in favor of Nancourt, Inc. (formerly known as Star Bedding Products (1986) Limited) in an aggregate principal amount of $1,000,000 Canadian dollars.

Permitted Seller Debt unsecured subordinated Indebtedness (other than Earn-Out Obligations and DP Amounts) owing to sellers of assets or Capital Stock by a Group Member that is incurred by a Group Member in connection with the consummation of one or more Permitted Acquisitions so long as, with respect to any such Indebtedness that requires cash interest or principal payments while any Obligations remain outstanding, the aggregate principal amount for all such unsecured Indebtedness does not exceed $5,000,000 at any one time outstanding and such Indebtedness is otherwise on terms and conditions reasonably acceptable to the Administrative Agent.

Permitted Seller Debt. Indebtedness of Holdings, the Borrower or any of their Restricted Subsidiaries issued to a seller as a consideration for a Permitted Acquisition.

Permitted Seller Debt means unsecured Debt incurred in accordance with Section 7.1(h) and in connection with a Permitted Acquisition, payable to the seller in connection therewith and containing subordination terms (or subject to a subordination agreement in favor of Agent and Purchasers) and other terms and conditions acceptable to Agent in its reasonable discretion, which subordination terms (or subordination agreement) shall, unless otherwise agreed to by Agent in its sole discretion, provide for, in each case so long as an Event of Default has occurred and is continuing, unlimited payment blockage and unlimited standstill provisions.