Qualified Capital Commitments means, as of any date of determination with respect to any Person, the amount of any uncalled capital commitments of investors in such Person that are (a) payable in Cash; (b) readily available to be called by such Person without restriction or any other condition at any time and from time to time other than notice; (c) not subject to any lien, encumbrance or similar restriction (including, for the avoidance of doubt, any lien or encumbrance granted pursuant to a subscription credit facility or similar facility secured by capital commitments) and (d) from an investor that is not subject to an Act of Insolvency.
Qualified Capital Commitments means, as of any date of determination, the amount of any unpledged, unencumbered (which shall, for the avoidance of doubt, include any encumbrance under any subscription finance facility), unfunded, irrevocable capital commitments of any Investor that is obligated under the Guarantor’s constituent documents to contribute capital in respect of the Guarantor’s Obligations that are available to be called as of right by the Guarantor (or have been validly called on but have not yet been funded) without condition (other than customary notice requirements).
Qualified Capital Commitments means, as of the date of calculation, the sum of (a) the amount of any uncalled capital commitments of Guarantor’s investors to Guarantor that are (i) payable in cash, (ii) readily available to be called by such Guarantor without restriction or any other condition at any time and from time to time other than notice and (iii) remain open through at least six (6) months beyond the then scheduled Maturity Date, plus (b) the amount of any properly called capital commitments of Guarantor’s investors to Guarantor that have not yet been funded provided that (i) such commitments are payable in cash and in less than five (5) days, (ii) such commitments are irrevocable by such investors, (iii) such investors are not in default under the applicable fund documents governing such capital commitments and (iv) such commitments remain open through at least six (6) months beyond the then scheduled Maturity Date; provided further than all “Qualified Capital Commitments” must be unpledged and otherwise unencumbered, and must be from an investor that is not subject to a bankruptcy or similar proceeding.
Examples of Qualified Capital Commitments in a sentence
Guarantor shall at all times maintain a ratio of (x) Total Indebtedness to (y) the sum of (1) Total Equity plus (2) Qualified Capital Commitments of no greater than 3.50:1.00.
The ratio of (i) the Total Indebtedness of Guarantor to (ii) the sum of (x) the Total Equity of Guarantor plus (y) the Qualified Capital Commitments of Guarantor shall not exceed 3.50 to 1.00.
More Definitions of Qualified Capital Commitments
Qualified Capital Commitments means, as of any date of determination, the amount of any unpledged, unencumbered (which shall, for the avoidance of doubt, include any encumbrance under any subscription finance facility), unfunded, irrevocable capital commitments (i) of any Investor that is obligated under the Guarantor’s constituent documents to contribute capital in respect of the Guarantied Obligations that are available to be called as of right by the Guarantor (or have been validly called on but have not yet been funded) without condition (other than customary notice requirements), and (ii) that are not Disqualified Capital Commitments.
Qualified Capital Commitments means, as of any date of determination with respect to any Person, the excess of (a) the amount of any uncalled capital commitments of investors in such Person that are (i) payable in cash; (ii) readily available to be called by such Person without restriction or any other condition at any time and from time to time other than notice and other conditions disclosed in writing by Seller to Buyer prior to the date hereof; and (iii) from an investor that is not subject to an Act of Insolvency over (b) the outstanding principal amount of any debt secured by such capital commitments.
Qualified Capital Commitments means the amount of any unencumbered, unconditional capital commitments of the partners, members or shareholders, as applicable, in Guarantor that have not yet been funded (it being agreed that (a) all capital commitments of the partners, members or shareholders, as applicable, in Guarantor set forth on Exhibit A attached hereto, shall be deemed Qualified Capital Commitments and (b) the existence of any notice requirements or contribution periods or any other ministerial requirements set forth in the organizational documents of Guarantor shall not, in an of themselves, deem a capital commitment of the partners, members or shareholders, as applicable, of Guarantor not to be a Qualified Capital Commitment).
Qualified Capital Commitments means, as of such date of determination, the amount of any unpledged, unencumbered, unfunded, irrevocable capital commitments of the Investors of Guarantor that are available to be called as of right by Guarantor (or have been validly called on but have not yet been funded) without condition (other than customary notice requirements) but excluding any capital commitment of any Investor with respect to which any of the following events has occurred: (i) a failure of the applicable Investor to pay any portion of its capital commitment to Guarantor when such payment is due; (ii) Guarantor has determined in good faith that the related Investor may be unlikely to pay any portion of its capital commitment to Guarantor when such payment is due; (iii) the applicable Investor becoming the subject of any bankruptcy or other insolvency proceeding or the appointment of a receiver in respect thereof; (iv) the repudiation by the applicable Investor of all or any portion of its capital commitment to Guarantor; (v) the applicable Investor withdrawing, in whole or in part, as an Investor in Guarantor in accordance with the applicable partnership, limited liability company or other constitutive agreement; or (vi) the release or termination of the applicable Investor’s capital commitment to Guarantor by such Investor, Guarantor, its general partner or its managing member. For purposes of this definition, any pledge or encumbrance of an Investor’s capital commitments pursuant to a subscription finance facility shall only be deemed pledged and encumbered in an amount up to the current unpaid principal balance of such subscription finance facility such that the net amount of Investor capital commitments over and above the current unpaid principal balance of such subscription finance facility shall be included as Qualified Capital Commitments for purposes of this Guarantee.
Qualified Capital Commitments. As of any date of determination with respect to any Person, the amount of any uncalled capital commitments of investors in such Person that are (a) payable in cash; (b) readily available to be called by such Person without restriction or any other condition at any time and from time to time other than notice; (c) not subject to any lien, encumbrance or similar restriction (including, for the avoidance of doubt, any lien or encumbrance granted pursuant to a subscription credit facility or similar facility secured by capital commitments) and (d) from an investor that is not subject to an Insolvency Event.
Qualified Capital Commitments means commitments under fully executed, irrevocable, unconditional, valid and enforceable subscription agreements in form and substance approved by the Company (it being understood that following the approval by the Company of a form of subscription agreement, any subscription agreement that does not decrease the likelihood (or could be reasonably read to possibly decrease the likelihood) of a commitment being funded thereunder prior to the Closing Date or increase the likelihood (or could be reasonably read to possibly increase the likelihood) that an investor can withdraw its commitment thereunder prior to the Closing Date as compared to the form approved by the Company shall not require the prior approval of the Company) pursuant to which a Person that Parent reasonably believes in good faith has the financial capability to satisfy its obligations thereunder has committed to invest a specified amount of cash on or prior to the Closing with the applicable Parent Party as of the date of calculation and does not provide for the return of any portion thereof to such Person prior to the Closing.
Qualified Capital Commitments. As of any date of determination with respect to Guarantor, the amount of any unfunded, unconditional, unencumbered (except for encumbrances in respect of customary pledges of capital commitments in support of a subscription credit facility), irrevocable and uncalled capital commitments of institutional investors in such Guarantor and/or Sponsor, callable as of right by Guarantor or Sponsor that are (a) payable in cash; (b) readily available to be called by Guarantor or Sponsor without restriction or any other condition at any time and from time to time other than notice; and (c) from an investor that (i) is not subject to an Act of Insolvency and (ii) has not failed to fund any capital call made to it or other commitment to which it is subject under a partnership agreement, subscription agreement or another similar agreement.