Seller Debt Facilities definition

Seller Debt Facilities means the documents in respect of Indebtedness of the Acquired Companies set forth on Schedule 1.1(f) of the Seller Disclosure Schedule.
Seller Debt Facilities means the facilities set forth on Schedule 1.1(g) of the Seller Disclosure Schedule.
Seller Debt Facilities means (a) that certain Credit Agreement, dated as of December 17, 2018, among Seller, the other loan parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, (b) that certain Indenture, date as of April 19, 2017, among Seller, as issuer, the Subsidiaries of Seller party thereto as guarantors, Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent, and Deutsche Bank Luxembourg S.A., as transfer agent, registrar and authenticating agent, and any notes issues pursuant thereto and (c) that certain Indenture, dated as of February 5, 2019, between Seller (as successor to CFX Escrow Corporation), as issuer, and Wilmington Trust, National Association, as trustee, paying agent, registrar and transfer agent.

Examples of Seller Debt Facilities in a sentence

  • Seller shall use reasonable best efforts to deliver to Purchaser at or prior to the Closing customary documentation evidencing the release of the Acquired Companies from each of the Seller Debt Facilities (the “Seller Debt Facilities Releases”).

  • The Seller Debt Facilities Releases shall provide that all obligations of the Acquired Companies in respect of Indebtedness, all guarantees and security provided by the Acquired Companies, and in the case of any factoring programs or arrangements, all assets of the Acquired Companies subject to such programs or arrangements, in each case under the Seller Debt Facilities shall be released or terminated, as applicable, upon the consummation of the Transactions.

  • Seller shall deliver customary documentation evidencing the release of the Acquired Companies from the Seller Debt Facilities (the “Seller Debt Facilities Releases”) to each Purchaser, as applicable, in accordance with Section 3.2(e).

  • Seller shall bear all costs and expenses incurred by Seller or any of its Affiliates in connection with the Seller Debt Facilities Releases (including any penalty, payment or prepayment of principal or interest (including prepayment penalties) to the extent due and payable in accordance with the terms of the applicable Seller Debt Facility and in connection with any such Seller Debt Facilities Release).

  • Except for the Seller Debt Facilities and any Affiliate Obligation that is set forth in Section 4.15 of the Seller Disclosure Schedule, to the Knowledge of the Seller, there are no Affiliate Obligations.

  • The Seller Debt Facilities Releases shall provide that all guarantees provided by the Acquired Companies in connection with the Seller Debt Facilities shall be released and terminated upon the consummation of the Transactions.

  • Notwithstanding the foregoing, no Purchaser shall be responsible for: (i) amounts payable to employees of the Seller and the Acquired Companies with respect to services provided pursuant to this Section 6.15 prior to the Closing or (ii) any amounts incurred in connection with the Seller Debt Facilities Releases or the Financial Statements, in each case other than as expressly contemplated by this Agreement.

  • All questions concerning the timeliness, validity, form and eligibility of any exercise of Rights will be determined by the Company, whose determination will be final and binding.

  • For the avoidance of doubt, none of Buyer or any of the Companies will guarantee or otherwise provide any credit support to Parent and its other Affiliates under the Seller Debt Facilities effective as of the Closing.

  • Seller shall apply the proceeds from the sale of the Business in accordance with the terms of the Seller Debt Facilities.


More Definitions of Seller Debt Facilities

Seller Debt Facilities means the Existing Credit Agreements and the Existing Indentures.
Seller Debt Facilities means all credit agreements and other debt instruments of Seller that evidence indebtedness of Seller which encumbers any of the Acquired Assets.
Seller Debt Facilities means (a) the Credit Agreement, dated as of April 23, 2013, as amended, by and among the Seller, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other parties thereto, (b) the Letter of Credit Reimbursement Agreement, dated as of September 18, 2014, as amended, among the Seller, Macquarie Bank Limited, and Macquarie Energy LLC, (c) Letter of Credit Reimbursement Agreement, dated as of February 7, 2017, between the Seller and Xxxxxxx Sachs Bank USA, (d) the 2023 Senior Notes Indenture, dated as of May 20, 2013, by and among the Seller, the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee, as supplemented from time to time, (e) the 2019, 2022 and 2024 Senior Notes Indentures, dated as of October 27, 2014, respectively, by and between Dynegy Finance II, Inc. and Wilmington Trust, National Association, as Trustee, as supplemented from time to time, (f) 2025 Senior Notes Indenture, dated as of October 11, 2016, by and among the Seller, the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee and (g) 2024 Senior Notes Indenture, dated as of February 2, 2017, by and among the Seller, the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee.
Seller Debt Facilities means (a) that certain Amended and Restated Credit Agreement, dated November 1, 2018, (as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement, dated July 17, 2020 and further amended by that certain Amendment No. 2 to Amended and Restated Credit Agreement, dated March 16, 2021), among the Seller, as borrower, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent and SunTrust Bank and Xxxxx Fargo Bank, National Association, as co-documentation agents, and (b) that certain Senior Notes Indenture, dated September 25, 2014 (as amended by that certain First Supplemental Indenture, dated September 25, 2014, that certain Second Supplemental Indenture, dated as of March 24, 2015, that certain Third Supplemental Indenture, dated as of April 20, 2017, that certain Fourth Supplemental Indenture, dated November 1, 2018, and further amended by that certain Fifth Supplemental Indenture, dated as of April 22, 2019), among the Seller, as issuer, Trinity Construction Materials, Inc., THP, Trinity Industries Leasing Company, Trinity Marine Products, Inc., Trinity North American Freight Car, Inc., Trinity Parts & Components, LLC, Trinity Rail Group, LLC, Trinity Structural Towers, Inc., and Trinity Tank Car, Inc., as guarantors, together with such other guarantors as may be added from time to time, and Xxxxx Fargo Bank, National Association, as trustee.
Seller Debt Facilities means the facilities set forth on Schedule 1.1(d) of the Company Disclosure Schedule. “Seller Expenses” shall have the meaning set forth on Part I of ANNEX A.

Related to Seller Debt Facilities

  • Debt Facilities means one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit or issuances of debt securities evidenced by notes, debentures, bonds or similar instruments, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities) in whole or in part from time to time (and whether or not with the original administrative agent, lenders or trustee or another administrative agent or agents, other lenders or trustee and whether provided under the original Credit Agreement or any other credit or other agreement or indenture).

  • Debt Facility means any Senior Facility and any Second Priority Debt Facility.

  • Debt Financing Documents means the agreements, documents and certificates contemplated by the Debt Financing.

  • Existing Credit Facilities means (a) the 364-Day Credit Agreement dated as of February 28, 2012 among TMCC, TMFNL, TFSUK, TLG, TCPR, TCCI and TKG, the lenders party thereto, BNP Paribas, as administrative agent, swing line agent and swing line lender, Citibank, N.A., as syndication agent and swing line lender, Bank of America, N.A., as syndication agent and swing line lender, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as syndication agent, and JPMorgan Chase Bank, N.A., as documentation agent, (b) the Three Year Credit Agreement dated as of March 1, 2011, as amended by Amendment No. 1 dated as of February 28, 2012, among TMCC, TMFNL, TFSUK, TLG, TCPR, TCCI and TKG, the lenders party thereto, BNP Paribas, as administrative agent, swing line agent and swing line lender, Citibank, N.A., as syndication agent and swing line lender, Bank of America, N.A., as syndication agent and swing line lender, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as syndication agent, and JPMorgan Chase Bank, N.A., as documentation agent, and (c) the Five Year Credit Agreement dated as of March 1, 2011, as amended by Amendment No. 1 dated as of February 28, 2012, among TMCC, TMFNL, TFSUK, TLG, TCPR, TCCI and TKG, the lenders party thereto, BNP Paribas, as administrative agent, swing line agent and swing line lender, Citibank, N.A., as syndication agent and swing line lender, Bank of America, N.A., as syndication agent and swing line lender, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as syndication agent, and JPMorgan Chase Bank, N.A., as documentation agent.

  • Senior Credit Facilities means the Credit Facility under the Credit Agreement, dated as of March 29, 2007, by and among the Issuer, the Guarantors, the lenders party thereto in their capacities as lenders thereunder and Deutsche Bank AG New York Branch, as administrative agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof).

  • Debt Financing has the meaning set forth in Section 5.7.

  • Existing Financing means the financing arrangements that provided for a security interest granted by Company in the Aircraft and that were outstanding on August 3, 2020.

  • Second Lien Facility means the second lien term loan facility under the Second Lien Credit Agreement.

  • Exit Facility Documents means, collectively, the Exit Credit Agreement, and all other agreements, documents, and instruments delivered or entered into in connection with the Exit Facility, including any guarantee agreements, pledge and collateral agreements, UCC financing statements or other perfection documents, intercreditor agreements, subordination agreements, fee letters, and other security documents.

  • Exit Facilities means, collectively, the Exit ABL Facility and the Exit Term Loan Facility.

  • Additional Senior Debt Facility means each indenture or other governing agreement with respect to any Additional Senior Debt.

  • Senior Liabilities means all present and future moneys, debts and liabilities due, owing or incurred by the Obligors to any Finance Party under or in connection with any Finance Document (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise).

  • Existing Indebtedness Agreements shall have the meaning provided in Section 5.05.

  • Financing Parties means Parties financing the Project, pursuant to Financing Documents.

  • DIP Facilities means the DIP ABL Facility and the DIP Term Loan Facility.

  • Credit Facility Documents means the collective reference to any Credit Facility, any notes issued pursuant thereto and the guarantees thereof, and the collateral documents relating thereto, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified, in whole or in part, from time to time.

  • Company Indebtedness means the Indebtedness of the Company.

  • Second Lien Security Documents means the “Security Documents”, as defined in the Second Lien Credit Agreement, and any other agreement, document or instrument pursuant to which a Lien is granted to secure any Second Lien Obligations or under which rights or remedies with respect to any such Lien are governed.

  • Project Financing Subsidiary means any Restricted Subsidiary of the Borrower (or any other Person in which Borrower directly or indirectly owns a 50% or less interest) whose principal purpose is to incur Project Financing or to become an owner of interests in a Person so created to conduct the business activities for which such Project Financing was incurred, and substantially all the fixed assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in whole or in part by one or more Project Financings.

  • Bridge Loan Documents means the “Loan Documents” as defined in the Bridge Credit Agreement.

  • Existing Credit Facility means the credit facility evidenced by that certain Credit Agreement, dated as of March 25, 2010, among the Borrower, the lenders party thereto, and JPMCB, as administrative agent, as amended.

  • Existing Indebtedness means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of this Indenture, until such amounts are repaid.

  • Permitted Existing Indebtedness means the Indebtedness of the Borrower and its Subsidiaries identified as such on Schedule 1.1.1 to this Agreement.

  • Credit Agreement Refinancing Indebtedness means (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Lien Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) Indebtedness incurred or Other Revolving Commitments obtained pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans, outstanding Revolving Loans or (in the case of Other Revolving Commitments obtained pursuant to a Refinancing Amendment) Revolving Commitments, outstanding loans under any Incremental Revolving Facility or undrawn commitments under any Incremental Revolving Facility (“Refinanced Debt”); provided that (i) such extending, renewing, replacing or refinancing Indebtedness (including, if such Indebtedness includes any Other Revolving Commitments, the unused portion of such Other Revolving Commitments) is in an original aggregate principal amount not greater than the sum of the aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused commitments under any Incremental Revolving Facility or Other Revolving Commitments, the amount thereof) plus all accrued and unpaid interest and fees thereon and expenses incurred in connection with such extension, renewal, replacement or refinancing, (ii) such Indebtedness has a maturity that is equal to or later than and, except in the case of Other Revolving Commitments, a Weighted Average Life to Maturity equal to or greater than the Refinanced Debt, and (iii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained; provided that to the extent that such Refinanced Debt consists, in whole or in part, of commitments under any Incremental Revolving Facility or Other Revolving Commitments (or loans incurred pursuant to any Incremental Revolving Facility or Other Revolving Loans), such commitments shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

  • Credit Facilities means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

  • Project Financing means: (a) one or more loans, leases, equity and/or debt financings, together with all modifications, renewals, supplements, substitutions and replacements thereof, the proceeds of which are used to finance or refinance the costs of the Customer Facility, any alteration, expansion or improvement to the Customer Facility, the purchase and sale of the Customer Facility or the operation of the Customer Facility; (b) a power purchase agreement pursuant to which Interconnection Customer’s obligations are secured by a mortgage or other lien on the Customer Facility; or (c) loans and/or debt issues secured by the Customer Facility.