Seller Subordinated Indebtedness definition

Seller Subordinated Indebtedness shall have the meaning given to such term in Section 8.2(viii).
Sample 1Sample 2Sample 3
Seller Subordinated Indebtedness means any unsecured Indebtedness (including non- contingent deferred purchase price obligations) of the Parent Borrower or any Subsidiary issued subsequent to the Closing Date in favor of a seller as consideration for a Permitted Acquisition, which unsecured Indebtedness by its terms is expressly subordinated in right of payment to the prior payment of the Obligations pursuant to subordination provisions reasonably satisfactory to the Administrative Agent and which Indebtedness shall not (a) mature, and have no scheduled principal payments, prepayments, repurchases, redemptions or sinking fund or like payments required, at any time on or prior to 180 days after the Maturity Date other than scheduled principal payments not exceeding $1,000,000 in any fiscal year of the Parent Borrower or (b) include any financial maintenance covenants and the terms thereof shall otherwise not be more restrictive in any respect to the Parent Borrower and its Subsidiaries than the provisions of this Agreement.
Sample 1Sample 2Sample 3
Seller Subordinated Indebtedness means any unsecured Indebtedness (including non-contingent deferred purchase price obligations) of the Parent Borrower or any Subsidiary issued subsequent to the Closing Date in favor of a seller as consideration for a Permitted Acquisition, which unsecured Indebtedness by its terms is expressly subordinated in right of payment to the prior payment of the Obligations pursuant to subordination provisions reasonably satisfactory to the Administrative Agent and which Indebtedness shall not (a) mature, and have no scheduled principal payments, prepayments, repurchases, redemptions or sinking fund or like payments required, at any time on or prior to 180 days after the Maturity Date other than scheduled principal payments not exceeding $1,000,000 in any fiscal year of the Parent Borrower or (b) include any financial maintenance covenants and the terms thereof shall otherwise not be more restrictive in any respect to the Parent Borrower and its Subsidiaries than the provisions of this Agreement.
Sample 1Sample 2

Examples of Seller Subordinated Indebtedness in a sentence

  • Without limiting the generality of the foregoing, Seller shall enter into one or more Subordination Agreements with FINOVA, in form and substance satisfactory to FINOVA, providing that Seller's right to payments in respect of the Seller Subordinated Indebtedness shall be subordinated in right of payment to the Loan.

  • The Company shall provide the Administrative Agent with at least ten (10) Business Days prior written notice of the Seller’s intention to repay any outstanding principal balance owing under any Permitted Seller Subordinated Indebtedness or any Permitted Parent Indebtedness.

  • In addition, FINOVA must review and find satisfactory all terms and conditions applicable to any promissory notes delivered to evidence the Seller Subordinated Indebtedness.

  • The Borrower has delivered to the Agent a complete and correct copy of all documents evidencing or relating to the Seller Subordinated Indebtedness, and each of the representations and warranties given by the Borrower therein is true and correct in all material respects.

  • Company shall provide the Administrative Agent with at least ten (10) Business Days prior written notice of the Seller’s intention to repay any outstanding principal balance owing under any Permitted Seller Subordinated Indebtedness.

  • Amend in any way (a) the subordination provisions applicable to the Seller Subordinated Indebtedness, or (b) the interest rate (or formula pursuant to which such interest rate is determined) or principal amount or schedule of payments of principal and interest with respect to the Seller Subordinated Indebtedness or the Second Lien Senior Secured Facility other than to reduce the interest rate or extend the schedule of payments with respect thereto.

  • The Borrower has delivered to the Lenders a complete and correct copy of all documents evidencing or relating to the Seller Subordinated Indebtedness, and each of the representations and warranties given by the Borrower therein is true and correct in all material respects.

  • Administrative Agent and each of the Lenders hereby consents to the amendment and restatement of the subordinated promissory notes evidencing Permitted Seller Subordinated Indebtedness previously approved by Administrative Agent and the Lenders, provided such amended and restated subordinated promissory notes shall be in the form circulated to Administrative Agent on the date hereof.


More Definitions of Seller Subordinated Indebtedness

Seller Subordinated Indebtedness means the Indebtedness of the Borrower evidenced by the Seller Subordinated Note, including principal thereof and interest and premium, if any, thereon, together with any and all Indebtedness related thereto.
Sample 1Sample 2
Seller Subordinated Indebtedness means any unsecured Indebtedness of the Company or any Subsidiary issued subsequent to the Original Closing Date in favor of a seller as consideration for a Permitted Acquisition which unsecured Indebtedness by its terms is expressly subordinated in right of payment to the prior payment of the Obligations pursuant to subordination provisions satisfactory to the Administrative Agent and which Indebtedness (a) shall not mature, or have any scheduled principal payments, prepayments, repurchases, redemptions or sinking fund or like payments required, at any time on or prior to 180 days after the Maturity Date, (b) shall not include any financial maintenance covenants, and (c) shall have terms that are otherwise not more restrictive in any respect to the Company and its Subsidiaries than the provisions of this Agreement. Notwithstanding the foregoing, the Company and its Subsidiaries may incur Seller Subordinated Indebtedness that in the aggregate does not require scheduled principal payments exceeding $15,000,000 in any fiscal year of the Company.
Sample 1
Seller Subordinated Indebtedness means Indebtedness owing under (a) the CPI Subordinated Note, so long as (i) the aggregate principal amount for all such Indebtedness does not exceed $500,000 at any one time outstanding, and (ii) such Indebtedness is subordinated to the Obligations pursuant to the CPI Subordination Agreement, (b) the PMSI Subordinated Note, so long as (i) the aggregate principal amount for all such Indebtedness does not exceed $1,125,000 at any one time outstanding, and (ii) such Indebtedness is subordinated to the Obligations pursuant to the PMSI Subordination Agreement, (c) the PSNW Subordinated Note, so long as (i) the aggregate principal amount for all such Indebtedness does not exceed $600,000 at any one time outstanding, and (ii) such Indebtedness is subordinated to the Obligations pursuant to the PSNW Subordination Agreement, (d) the Compass Subordinated Note, so long as (i) the aggregate principal amount for all such Indebtedness does not exceed $1,474,153.21 at any one time outstanding, and (ii) such Indebtedness is subordinated to the Obligations pursuant to the subordination provisions of the Compass Subordinated Note, (e) the iSystems Subordinated Note, so long as (i) the aggregate principal amount for all such Indebtedness does not exceed $5,000,000 at any one time outstanding, and (ii) such Indebtedness is subordinated to the Obligations pursuant to the iSystems Subordination Agreement, (f) the ADA Subordinated Note, so long as (i) the aggregate principal amount for all such Indebtedness does not exceed $1,122,000 at any one time outstanding, and (ii) such Indebtedness is subordinated to the Obligations pursuant to the subordination provisions of the ADA Subordinated Note, (g) the Spring 2018 Acquisition Indebtedness so long as (i) the aggregate principal amount for all such Indebtedness does not exceed $2,750,000 at any one time outstanding, and (ii) such Indebtedness is subordinated to the Obligations pursuant to the subordination provisions of the Spring 2018 Acquisition Indebtedness Subordination Agreements and (h) unsecured Indebtedness (including Earn-Outs) owing to the seller(s) of assets or Equity Interests to a Loan Party that is incurred by the applicable Loan Party solely for the purpose of consummating a Permitted Acquisition (and is not incurred for working capital purposes) so long as (i) the aggregate principal amount for all such unsecured Indebtedness does not exceed $7,500,000 at any one time outstanding, (ii) such unsecured Indebtedness is...
Sample 1
Seller Subordinated Indebtedness has the meaning provided in Section -------------------------------- 5.4(b)(viii).
Sample 1
Seller Subordinated Indebtedness. Section 9.2(x) “Senior Lenders” Recitals “Warrants” Recitals “Windjammer” Preamble Certain Definitions The following terms shall have the following meanings:
Sample 1
Seller Subordinated Indebtedness shall have the meaning given to such term in SECTION 8.2."
Sample 1

Related to Seller Subordinated Indebtedness

  • Permitted Subordinated Indebtedness means Indebtedness incurred after the Closing Date by the Borrower or the Subsidiaries that is (i) subordinated to the Obligations and all other Indebtedness owing from the Borrower or the Subsidiaries to the Lender pursuant to a written subordination agreement satisfactory to the Lender in its sole discretion and (ii) in an amount and on terms approved by the Lender in its sole discretion.

  • Senior Subordinated Indebtedness means the Securities and any other Indebtedness of the Company that specifically provides that such Indebtedness is to rank pari passu with the Securities in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of the Company which is not Senior Indebtedness.

  • Junior Subordinated Indebtedness means the principal of (and premium, if any) and unpaid interest on (a) indebtedness of the Company (including indebtedness of others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, for money borrowed, which in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such indebtedness ranks junior in right of payment to the Company’s Senior Indebtedness and Senior Subordinated Indebtedness and equally and pari passu in right of payment to any other Junior Subordinated Indebtedness, (b) Junior Subordinated Securities, and (c) renewals, extensions, modifications and refinancings of any such indebtedness.

  • Permitted Subordinated Debt means Indebtedness of any of the Borrowers which has been subordinated and made junior to the Full Payment of the Obligations, and evidenced as such by a subordination agreement containing subordination provisions substantially in the form of Exhibit I, or otherwise in form and substance reasonably satisfactory to the Administrative Agent; provided that (a) at the time such Permitted Subordinated Debt is incurred, no Default or Event of Default has occurred or would occur as a result of such incurrence, and (b) the documentation evidencing such Permitted Subordinated Debt shall have been delivered to the Administrative Agent and shall contain all of the following characteristics: (i) it shall be unsecured, (ii) it shall bear interest at a rate not to exceed the market rate as determined in good faith by the applicable Borrower, (iii) it shall not require unscheduled principal repayments thereof prior to the maturity date of such debt, (iv) if it has any covenants, such covenants (including covenants relating to incurrence of indebtedness) shall be less restrictive than those set forth herein, (v) it shall have no restrictions on the Borrowers’ ability to grant liens securing indebtedness ranking senior to such Permitted Subordinated Debt, (vi) it shall permit the incurrence of senior indebtedness under this Agreement, (vii) it may be cross-accelerated with the Obligations and other senior indebtedness of the Borrowers (but shall not be cross-defaulted except for payment defaults which the senior lenders have not waived) and may be accelerated upon bankruptcy, and (viii) it shall provide for the complete, automatic and unconditional release of any and all guarantees of such Permitted Subordinated Debt granted by any Borrower in the event of the sale by any Person of such Borrower or the sale by any Person of all or substantially all of such Borrower’s assets (including in the case of a foreclosure).

  • Subordinated Indebtedness means any Indebtedness of the Borrower or any Subsidiary the payment of which is subordinated in right to the Loan Obligations.

  • Senior Subordinated Debt means the Indebtedness represented by the Senior Subordinated Notes (including the Note Guarantees, Exchange Notes (each as defined in the Senior Subordinated Debt Documents), guarantees of Exchange Notes and any replacement Exchange Notes).

  • Eligible Subordinated Debt means, at any time in respect of any issuer, each series of the issuer’s then-outstanding long-term indebtedness for money borrowed that (a) upon a bankruptcy, liquidation, dissolution or winding up of the issuer, ranks subordinate to the issuer’s then outstanding series of indebtedness for money borrowed that ranks most senior, (b) is then assigned a rating by at least one NRSRO (provided that this clause (b) shall apply on a Redesignation Date only if on such date the issuer has outstanding subordinated long-term indebtedness for money borrowed that satisfies the requirements in clauses (a), (c) and (d) that is then assigned a rating by at least one NRSRO), (c) has an outstanding principal amount of not less than $100,000,000, and (d) was issued through or with the assistance of a commercial or investment banking firm or firms acting as underwriters, initial purchasers or placement or distribution agents. For purposes of this definition as applied to securities with a CUSIP number, each issuance of long-term indebtedness for money borrowed that has (or, if such indebtedness is held by a trust or other intermediate entity established directly or indirectly by the issuer, the securities of such intermediate entity that have) a separate CUSIP number shall be deemed to be a series of the issuer’s long-term indebtedness for money borrowed that is separate from each other series of such indebtedness.

  • Subordinated Indebtedness Documents means any document, agreement or instrument evidencing any Subordinated Indebtedness or entered into in connection with any Subordinated Indebtedness.

  • Junior Subordinated Debt means (a) subordinated junior deferrable interest debentures of the Borrower, (b) the related preferred securities, if applicable, of Subsidiaries of the Borrower and (c) the related subordinated guarantees, if applicable, of the Borrower, in each case, from time to time outstanding.

  • Company Indebtedness means all indebtedness of the Company (including without limitation, any loans, advances, letters of credit, bank overdrafts, capital lease obligations and all other indebtedness of any kind including interest, principal and fees).

  • Related Indebtedness means any and all indebtedness paid or payable by Borrower to Administrative Agent or any Lender pursuant to any Loan Document other than any Note.

  • Existing Senior Subordinated Notes means the 10.875% Senior Subordinated Notes Due 2009 issued by the Company pursuant to the Existing Senior Subordinated Note Indenture.

  • Subordinate Indebtedness means all present and future indebtedness, obligations, and liabilities of Borrower to Subordinate Lender under or in connection with the Subordinate Loan or the Subordinate Loan Documents.

  • Guarantor Subordinated Obligations means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.

  • Senior Subordinated Note Documents means the Senior Subordinated Notes Indenture and all other instruments, agreements and other documents evidencing the Senior Subordinated Notes or providing for any guarantee or other right in respect thereof.

  • Junior Subordinated Notes means the $__________ aggregate principal amount of the Depositor's Series __ ____% Junior Subordinated Notes due ____ __, ____, issued pursuant to the Subordinated Indenture.

  • Senior Subordinated Notes means the Borrower’s 9.75% Senior Subordinated Notes due 2014, in an original aggregate principal amount of $225,000,000.

  • Senior Subordinated Indenture means the Indenture, dated as of August 30, 2007, among the Company, the subsidiary guarantors party thereto from time to time and Xxxxx Fargo Bank, National Association, as trustee, governing the 13.5% Senior Subordinated Notes due 2015 of the Company, as the same may be amended, supplemented, waived or otherwise modified from time to time.

  • Intercompany Indebtedness means Indebtedness of Company or any of their respective Subsidiaries which is owing to any member of such group.

  • Existing Subordinated Notes means any instrument or loan issued or incurred before 1 January 2013, whether publicly or privately placed, ranking or expressed to be ranking pari passu with all other subordinated obligations (except for those subordinated obligations expressed by their terms to rank junior), provided that should any such Existing Subordinated Notes be amended in any way (contractually or by statute) which would result in allowing the Issuer to issue subordinated notes ranking senior thereto, then such Subordinated Notes would be deemed to no longer constitute an Existing Subordinated Note. As a result, in the event of liquidation or bankruptcy of the Issuer or in the event of a Moratorium (as defined in Condition 3 of the Conditions of the Notes) with respect to the Issuer, the claims of the holders of the Subordinated Notes ("Subordinated Noteholders") against the Issuer will be:

  • Senior Subordinated Note Indenture the Indenture entered into by the Borrower and certain of its Subsidiaries in connection with the issuance of the Senior Subordinated Notes, together with all instruments and other agreements entered into by the Borrower or such Subsidiaries in connection therewith, as the same may be amended, supplemented or otherwise modified from time to time in accordance with Section 7.9.

  • Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

  • Guarantor Subordinated Obligation means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) which is expressly subordinate in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.

  • Junior Subordinated Debentures means the aggregate principal amount of the Depositor's ____% Junior Subordinated Deferrable Interest Debentures, due ________ __, 2027, issued pursuant to the Indenture.

  • Subordinated Liabilities means liabilities subordinated to Borrower’s obligations to Lender in a manner acceptable to Lender in its sole discretion.