Qualified Indebtedness any Indebtedness of a Qualified Parent Company (a) which is not held by any member of the CCI Group and (b) to the extent that the Net Cash Proceeds thereof, if any, are or were used for the (i) payment of interest of or principal (or premium) on any Qualified Indebtedness (including (A) by way of a tender, redemption or prepayment of such Qualified Indebtedness and (B) amounts set aside to prefund any such payment), (ii) direct or indirect Investment in the Borrower or any of its Subsidiaries engaged substantially in businesses of the type described in Section 7.14(a), (iii) payment of management fees (to the extent the Borrower would be permitted to pay such fees under Section 7.8(c)), (iv) payment of amounts that would be permitted to be paid by way of a Restricted Payment under Section 7.6(g) (including the expenses of any exchange transaction) or (v) payment of amounts required to acquire assets which were contributed to the capital of the Borrower or any of its Subsidiaries for use in a Permitted Line of Business; provided that to the extent (A) any Indebtedness of a Qualified Parent Company is issued in exchange for or in payment of interest on Qualified Indebtedness or (B) any assets are acquired in any acquisition by a Qualified Parent Company referred to in clause (v) are contributed to the capital of the Borrower or any Subsidiary, the “Net Cash Proceeds” of such Indebtedness issued, or any Indebtedness assumed by such Qualified Parent Company in connection with such acquisition, shall be deemed to have been applied to pay the principal or interest on Qualified Indebtedness or to acquire such assets for purposes of such requirement, as the case may be. For purposes of this definition, all Indebtedness of a Qualified Parent Company outstanding on the Restatement Effective Date shall be deemed to be Qualified Indebtedness.
Qualified Indebtedness means Pari Passu Indebtedness that is not evidenced by any certificate, instrument, note or other agreement that, directly or indirectly, permits or requires such Indebtedness to be convertible into or exercisable or exchangeable for Common Stock (other than Options that may be issued by the Company to the holder(s) of such Indebtedness, the value of which does not exceed 10% of the principal amount of Indebtedness so incurred, as determined using the Black-Scholes valuation methodology).
Qualified Indebtedness means Indebtedness of the Borrower (which may be guaranteed on a subordinated basis by any of the Subsidiary Guarantors pursuant to subordination provisions that are not materially less favorable to the Lenders than those applicable to the guarantees of the Existing Senior Notes); provided that (i) no portion of such Indebtedness matures prior to the 91st day following the final scheduled maturity of the Loans outstanding at the time such Indebtedness is incurred, (ii) the documentation governing such Indebtedness does not require the repurchase or repayment of such Indebtedness prior to the final maturity thereof except pursuant to a “change of control” or asset sale, (iii) either such Indebtedness is (x) unsecured or (y) to the extent after giving effect to the Incurrence of such Indebtedness and the use of proceeds therefrom on a Pro Forma Basis, the Senior Secured Leverage Ratio as of the last day of the most recent Test Period for which financial statements are available pursuant to Section 9.01(b) or (c) would have been less than or equal to 3.75 to 1.00, secured solely by Liens on the Collateral of the Credit Parties to the extent such Indebtedness constitutes “Notes Obligations” under the Intercreditor Agreement and (iv) the other terms of such Indebtedness are on market terms as determined in good faith by the Borrower.
Examples of Qualified Indebtedness in a sentence
For purposes of this definition, all Indebtedness of a Qualified Parent Company outstanding on the Restatement Effective Date shall be deemed to be Qualified Indebtedness.
The Interests are duly authorized, validly issued, fully paid, nonassessable and are free and clear of any Lien or other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Interests, subject only to applicable securities Laws), other than Liens related to the Qualified Indebtedness and except as set forth in the Organizational Documents of the Companies.
The entire Qualified Indebtedness is intended, and the parties expect it, to qualify as a “qualified liability” under Regulation 1.707-5(a)(6).
Those persons eligible for Program awards must be eligible graduates of NUSL with Qualified Indebtedness, engaged in Full-time or Part-time, Law-related Public Interest work within the Program Guidelines.
The Sellers estimate such portion to be $2,506,000 and, prior to Closing, shall advise Buyer in writing of the exact amount of such Qualified Indebtedness that will not qualify as a “qualified liability” under Regulations Section 1.707-5(a)(6).
More Definitions of Qualified Indebtedness
Qualified Indebtedness. (a) with respect to a Qualified Parent Company, any Indebtedness (i) which is issued in a Rule 144A private placement or registered public offering, (ii) which is not held by any Affiliate of the Borrower and (iii) as to which 100% of the Net Cash Proceeds thereof are used by such Qualified Parent Company to make Investments in one or more of its Subsidiaries engaged substantially in businesses of the type described in Section 7.14(a) and/or to refinance other Qualified Indebtedness or Indebtedness of the Borrower and (b) with respect to an Affiliate of the Borrower, any Indebtedness as to which 100% of the Net Cash Proceeds thereof were contributed to the Borrower.
Qualified Indebtedness means, with respect to a specific qualified
Qualified Indebtedness means Indebtedness of the U.S. Borrower (which may be guaranteed on a subordinated basis by any of the U.S. Subsidiary Guarantors pursuant to subordination provisions that are not materially less favorable to the Lenders than those applicable to the guarantees of the Existing Senior Notes); provided that (i) no portion of such Indebtedness matures prior to the 91st day following the final scheduled maturity of the Term Loans outstanding at the time such Indebtedness is incurred, (ii) the documentation governing such Indebtedness does not require the repurchase or repayment of such Indebtedness prior to the final maturity thereof except pursuant to a “change of control” or asset sale, (iii) either such Indebtedness is (x) unsecured or (y) to the extent after giving effect to the Incurrence of such Indebtedness and the use of proceeds therefrom, the Senior Secured Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 8.01(a) or (b) would have been less than or equal to 3.75 to 1.00 on a Pro Forma Basis, secured solely by Liens on the Collateral of the U.S. Credit Parties to the extent such Indebtedness constitutes “Notes Obligations” under the Intercreditor Agreement and (iv) the other terms of such Indebtedness are on market terms as determined in good faith by the U.S. Borrower.
Qualified Indebtedness. (a) with respect to a Qualified Parent Company, any Indebtedness (i) which is issued in a Rule 144A private placement or registered public offering, (ii) which is not held by any Affiliate of the Borrower and (iii) as to which 100% of the Net Cash Proceeds thereof are used by such Qualified Parent Company to make Investments in one or more of its Subsidiaries engaged substantially in businesses of the type described in Section 7.14(a) and/or to refinance
Qualified Indebtedness any Indebtedness of a Qualified Parent Company (a) which is not held by any member of the CCI Group and (b) to the extent that the Net Cash Proceeds thereof, if any, are or were used for the (i) payment of interest of or principal (or premium) on any Qualified Indebtedness (including (A) by way of a tender, redemption or prepayment of such Qualified Indebtedness and (B) amounts set aside to prefund any such payment), (ii) direct or indirect Investment in the Borrower or any of its Subsidiaries engaged substantially in businesses of the type described in Section 7.14(a), (iii) payment of management fees (to the extent the Borrower would be permitted to pay such fees under Section 7.8(c)) and (iv) payment of amounts that would be permitted to be paid by way of a Restricted Payment under Section 7.6(g) (including the expenses of any exchange transaction). For purposes of this definition, all Indebtedness of a Qualified Parent Company outstanding on the Restatement Effective Date and all subsequent accretion of principal thereon shall be deemed to be Qualified Indebtedness.
Qualified Indebtedness means Indebtedness that (i) is not subject to any Guarantee by any Person other than a Loan Party and shall be guaranteed on a pari passu basis with the Obligations, (ii) if secured, the obligations in respect thereof shall not be secured by a Lien on any asset of Holdings or any Restricted Subsidiary other than any asset constituting Collateral, (iii) if secured, the security agreements relating to such Indebtedness shall be no more restrictive, taken as a whole, than the Collateral Documents, (iv) if secured, such Indebtedness shall be subject to a Customary Intercreditor Agreement, (v) is subject to covenants, defaults and similar provisions that are not more restrictive, taken as a whole, than market terms of agreements governing comparable Indebtedness of similar companies at the time such Indebtedness is incurred and do not violate any provisions of this Agreement (provided that, a certificate of a Financial Officer of the Borrower Representative delivered to the Administrative Agent in good faith 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 Borrower Representative has determined in good faith that such covenants, defaults and similar provisions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such covenants, defaults and similar provisions satisfy such requirement unless the Administrative Agent provides notice to the Borrower Representative of its objection during such five (5) Business Day period (including a reasonable description of the basis upon which it objects), (vi) such Indebtedness does not mature on or prior to the date occurring 91 days after the Latest Maturity Date and (vii) such Indebtedness does not have scheduled amortization payments in excess of 1% per year.
Qualified Indebtedness means Indebtedness related to or outstanding pursuant to any (x) senior debt securities of the Borrower or any Subsidiary Guarantor issued in capital markets transactions or (y) senior credit facilities of the Borrower or any Subsidiary Guarantor, which, for the avoidance of doubt shall include the Existing Credit Agreement and the Bridge Facility.