Retained Debt definition

Retained Debt means the indebtedness of the Corporation that relates to and is secured by a charge of certain real property of the Corporation to be beneficially transferred, assigned, conveyed and set over by the Corporation to the Partnership pursuant to the Master Asset Contribution Agreement, which indebtedness will not be assumed by the Partnership on such transfer, assignment, conveyance and set over and will remain indebtedness of the Corporation in respect of which the Corporation is and will remain the primary obligor to make principal, interest and other payments in respect of such indebtedness as such amounts become due and payable, as set out more particularly therein;

Retained Debt means those mortgages on certain of the properties acquired by the REIT from Melcor that have been retained by Melcor.

Retained Debt means $1,000,000 of Senior Secured Notes, which, after the occurrence of the Effective Date, shall be: (a) unsecured; (b) certificated; and (c) held by Finance Co pursuant to the transactions contemplated by the Implementation Plan.

Examples of Retained Debt in a sentence

• On the Merger Date, the Holder of the Retained Debt shall receive the treatment set forth in Section 4 of the Implementation Plan.

• Immediately following the transactions contemplated by Sections 1.2, 1.3 and 1.4, Issuer Co shall cancel and extinguish the entire amount of Convertible Notes Receivable and the Secured Notes Receivable (other than the Retained Debt), and each of the Parties hereto shall take all such actions reasonably necessary or desirable to evidence such cancellation and extinguishment.

• On the Closing Date (and concurrently with the transactions described in Sections 1.2, 1.3 and 1.4, and the cancellation of indebtedness described in Section 1.5), Issuer Co shall evidence the Retained Debt by issuing (and upon written instruction of Issuer Co, the Trustee shall authenticate) a single, certificated, unsecured note held in the name of Finance Co in the amount of $1,000,000.

• In consideration of the Retained Debt, Melcor received 9,454,411 Class C LP Units of Melcor REIT Limited Partnership (the “Partnership”), a subsidiary of the REIT, on which priority distributions are made to permit Melcor to satisfy required principal and interest payments.

• Retained Debt means $1,000,000 of Senior Secured Notes, which, after the occurrence of the Effective Date, shall be: (a) unsecured; (b) certificated; and (c) held by Finance Co pursuant to the transactions contemplated by the Implementation Plan.

More Definitions of Retained Debt

Retained Debt means the US1,000,000.00 payable by Quotient to FinanceCo under, or in respect of, certain senior secured notes issued by Quotient pursuant to an indenture, dated 14 October 2016 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time) by and among the Issuer, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee.

Retained Debt shall have the meaning set forth in the Operating Agreement.

Retained Debt. The Debt of Hilton and its Subsidiaries which is to be retained by Hilton and/or the Retained Business Group Subsidiaries in connection with the Distribution, as determined pursuant to Section 2.08.

Retained Debt means all obligations for borrowed money or indebtedness owed by any Seller to any Person.

Retained Debt means those mortgages on certain of the Initial Properties that have been retained by Melcor.

Retained Debt means those mortgages on certain of the Initial Canadian IPO Properties that have been retained by Morguard.

Retained Debt means any and all amounts required to be paid by any Debtor to Senior Creditor pursuant to any indemnity provisions contained in any of the Senior Loan Documents, the claim for which arises or becomes due and payable after the consummation of the purchase by Junior Creditor pursuant to the Purchase Option; the term “Retained Interests” shall mean the rights and interest retained by Senior Creditor under all of the Senior Loan Documents, notwithstanding the sale and the assignment of the Assigned Interests, in respect of the Retained Debt and in respect of indemnification obligations of Debtors in accordance with the Senior Loan Documents (all of which shall survive the sale and assignment of the Assigned Interests and continue to benefit Senior Creditor); and the term “Asserted Known Indemnification Claim” means any matters or circumstances for which notice or demand has been made or asserted against Senior Creditor in writing that at the time of determination could reasonably be expected to result in direct or actual damages and expenses (including, without limitation, reasonable and documented attorneys’ fees and disbursements but excluding special, indirect, consequential or punitive damages to Senior Creditor) to Senior Creditor and which are subject to indemnification by any Debtor pursuant to the terms of the Senior Loan Documents. Any reference to the amount of any Asserted Known Indemnification Claim shall mean that amount as reasonably determined by Senior Creditor in light of the facts and circumstances of the underlying claim. In connection with any such sale or assignment, each Debtor agrees to execute and deliver to Senior Creditor all such agreements, instruments or documents as Senior Creditor may reasonably request to evidence the survival of such rights, interest and obligations. The grant of the Purchase Option shall not operate to restrict Senior Creditor from assigning or transferring to any Person any or all of its loan commitments under the Senior Loan Documents or any Senior Debt owing to it or any of its rights or other interests under the Senior Loan Documents, so long as such Person agrees to be bound by the terms of this Section 10.