Permitted Seller Notes means notes in an aggregate principal amount of $2,000,000 issued by the Borrower to sellers of stock or assets in a Permitted Acquisition and issued in accordance with Section 7.15, which notes may be senior but shall be unsecured and unguaranteed, and shall otherwise be in form and substance satisfactory to the Agent.
Permitted Seller Notes means promissory notes containing subordination provisions in substantially the form of, or no less favorable to Lenders (in the reasonable judgment of Administrative Agent) than the subordination provisions contained in, Exhibit K annexed hereto, representing any Indebtedness of Holdings or Company incurred in connection with any Permitted Acquisition payable to the seller in connection therewith, as such note may be amended, supplemented or otherwise modified from time to time to the extent permitted under subsection 6.16; provided that, no Permitted Seller Note shall (i) be guarantied by any Subsidiary of Holdings or secured by any property of Holdings, Company or any of its Subsidiaries, (ii) bear cash interest at a rate greater than 8.5% per annum; or, (iii) except in accordance with subsection 6.5, provide for any prepayment or repayment of all or any portion of the principal thereof prior to the date of the final scheduled installment of principal of the Loans; provided, further, that in no event shall the aggregate scheduled cash payments of principal and interest on all outstanding Permitted Seller Notes exceed $4,000,000 in any Fiscal Year.
Permitted Seller Notes means any promissory note issued by Holdings or any of its Subsidiaries to a seller in any Permitted Acquisition constituting part of the purchase price thereof (or to a third party lender in connection with any Permitted Acquisition); provided that such Indebtedness (i) is on market terms (taking into account, among other things, Holdings’ corporate structure and the market in which the relevant Person operates), (ii) is unsecured, (iii) is expressly subordinated to the prior payment in full in cash of Obligations on customary terms and conditions reasonably satisfactory to Administrative Agent and (iv) has a scheduled maturity of at least six months beyond the scheduled maturity of the Loans.
Examples of Permitted Seller Notes in a sentence
The subordination provisions of any Permitted Seller Notes, if any, will be enforceable against the holders thereof, and the Loans and other monetary obligations hereunder are and will be within the definition of "Senior Indebtedness" included in such provisions.
The subordination provisions of the Existing Seller Note and any Permitted Seller Notes are enforceable against the holders thereof, and the Loans and other monetary Obligations hereunder are and will be within the definition of "Senior Indebtedness" included in such provisions.
The subordination provisions of any Permitted Seller Notes, the Senior Subordinated Note Documents or other Subordinated Indebtedness are enforceable against the holders thereof, and the Loans and other Obligations thereunder are and will be within the definition of "Subordinated Indebtedness" or "Subordinated Debt", or similar term, as applicable, included in such provisions.
Permitted Seller Notes shall not permit any voluntary or mandatory prepayment.
Seller Note SPV does not engage in any business activity or have any assets or liabilities (including any Indebtedness) other than (i) the Permitted Seller Notes, (ii) the performance of its rights and obligations under or in connection with its Organization Documents or any Loan Document and (iii) actions incidental to maintaining its existence and complying with applicable laws.
More Definitions of Permitted Seller Notes
Permitted Seller Notes has the meaning specified in Section 7.03(b)(xvii).
Permitted Seller Notes means any promissory note issued by Holdings or any of its Restricted Subsidiaries to a seller in any Permitted Acquisition or another permitted Investment constituting part of the purchase price thereof (or to a third party lender in connection with any Permitted Acquisition or another permitted Investment); provided that (unless agreed to by the Administrative Agent in its sole discretion) such Indebtedness (a) is unsecured; (b) is expressly subordinated to the prior payment in full in cash of Obligations; and (c) has a scheduled maturity of at least 90 days beyond the Revolving Maturity Date.
Permitted Seller Notes means any promissory note issued by Borrower or any of its Subsidiaries to a seller in any Permitted Acquisition constituting part of the purchase price thereof (or to a third party lender in connection with any Permitted Acquisition); provided that such Indebtedness (i) is on market terms, (ii) is unsecured, (iii) is expressly subordinated to the prior payment in full in cash of Obligations on customary terms and conditions reasonably satisfactory to Administrative Agent and (iv) has a scheduled maturity of at least six months beyond the scheduled maturity of the Loans.
Permitted Seller Notes means promissory notes issued by the Borrower or any of its Subsidiaries to sellers of stock or assets in one or more Permitted Acquisitions, which promissory notes shall be (i) unsecured and (ii) Subordinated Indebtedness, in an aggregate outstanding amount not to exceed at the time of incurrence thereof the greater of (i) $10,000,000 or (ii) 1.0% of consolidated total assets of the Borrower as shown on the most recent quarterly or annual (as the case may be) consolidated balance sheet of the Borrower, and Permitted Refinancing Indebtedness in respect thereof;
Permitted Seller Notes. Permitted Secured Seller Notes and Permitted Unsecured Seller Notes.
Permitted Seller Notes means, with respect to a Company, any unsecured obligations of such Company consisting of a deferred purchase price payment or other deferred consideration (excluding any standard “working capital adjustment” provisions or similar provisions) payable by such Company in connection with a Permitted Acquisition (or other Acquisition consummated with the consent of Required Lenders), whether evidenced by a promissory note, by the terms of the applicable acquisition purchase or merger agreement, or otherwise, in an aggregate principal amount of all such Indebtedness permitted by this clause (x) at any one time outstanding not to exceed $25,000,000, and which are subject to subordination terms (or a subordination agreement in favor of Agent) in favor of the Obligations reasonably acceptable to Agent and either (x) do not provide for any payments of principal thereunder prior to the date that is 90 days after the last day of the Term as in effect on the date such obligation is created or (y) otherwise on terms and conditions acceptable to Agent in its reasonable discretion.
Permitted Seller Notes means the senior secured exchangeable notes in an aggregate principal amount on the Closing Date equal to $215,000,000 issued by the Seller Note SPV pursuant to that certain Indenture, dated as of January 29, 2015, by and among the Seller Note SPV, as issuer, the Borrower, as guarantor, and Wilmington Trust, National Association, as trustee, exchange agent, registrar, paying agent and collateral agent.