Required Indebtedness definition
Examples of Required Indebtedness in a sentence
The Required Indebtedness for each Party shall be compared to the appropriate amount of Indebtedness set out in the Final Closing Statements (the "Closing Indebtedness").
The Required Indebtedness shall be reduced to the extent that the Original Holders redeem, in whole or in part, their Preferred Partnership Units in exchange for REIT Shares, redeem their Preferred Partnership Units in full for cash or otherwise dispose of their Preferred Partnership Units (other than by a conversion to Common Partnership Units) or die (the Preferred Partnership Units that are so redeemed, disposed of, or held by transferees of deceased holders are referred to as "Stepped-Up Basis Units").
In such a case, the Required Indebtedness shall be reduced by an amount equal to the original Required Indebtedness prior to any reduction multiplied by a fraction equal to (i) the portion of the Initial Negative Capital Accounts allocable to the Stepped-Up Basis Units redeemed or transferred immediately prior to the reduction of the Required Indebtedness, divided by (ii) the Initial Negative Capital Accounts.
Using the relevant numbers set forth below for September 30, 2003 and December 31, 2003, a straight-line interpolation of Indebtedness for each Party for the period between September 30, 2003 and the Closing Date shall be calculated (the "Required Indebtedness").
For a period of ten years following the date hereof, the Partnership shall maintain indebtedness (the "Required Indebtedness") in an amount equal to the lesser of approximately: (A) $4,300,000 or (B) the aggregate negative capital account balances of the contributor of Northgate Country Club (the "Northgate Partner") at the time of the contribution of such Golf Course (the "Initial Negative Capital Account"); and the Northgate Partner shall be permitted to guaranty such indebtedness.
In such a case, the Required Indebtedness shall be reduced by an amount equal to the original Required Indebtedness prior to any reduction multiplied by a fraction equal to (i) the portion of the Cash Consideration received by the Guaranteeing MeriStar OP Unit Holders that is allocable to the Stepped-Up Basis Units redeemed or transferred immediately prior to the reduction of the Required Indebtedness, divided by (ii) the Cash Consideration received by the Guaranteeing MeriStar OP Unit Holders.
Notwithstanding anything contained in this Agreement, without the prior consent of Parent, in no instance shall the Company, Parent or their respective Affiliates, pay or provide Additional Concessions in excess of the amount specified on Section 5.15 of the Company Disclosure Schedule in connection with obtaining the Required Indebtedness Consents necessary to satisfy the condition set forth in Section 6.02(g).
The Required Indebtedness shall be reduced to the extent that the Northgate Partner (or its partners, if the Northgate Partner distributes its Partnership Units to its partners) redeem in whole or in part, their Partnership Units in exchange for REIT Shares, redeem their Partnership Units in full for cash or otherwise dispose of their Partnership Units or dies (the Partnership Units that are so redeemed, disposed of, or held by transferees of deceased holders are referred to as "Stepped-Up Basis Units").
In such a case, the Required Indebtedness shall be reduced by an amount equal to the original Required Indebtedness prior to any reduction multiplied by a fraction equal to (i) the Initial Negative Capital Account, minus the aggregate negative capital account balances associated with the Stepped-Up Basis Units redeemed or transferred immediately prior to the reduction of the Required Indebtedness, divided by (ii) the Initial Negative Capital Account.
If this comparison shows that GTI has failed to meet its Required Indebtedness target (by having more Indebtedness and/or less cash such that the net cash position of GTI is less than the amount of such target), GTI shall pay to Seller the difference between its Closing Indebtedness and its Required Indebtedness.