Subordinated Seller definition

Subordinated Seller s Interest Percentage" for any Payment Date is 100% minus the Noteholders' Percentage for such Payment Date.
Subordinated Seller shall have the meaning set forth in the preamble.

Examples of Subordinated Seller in a sentence

  • Designate all Obligations as “designated senior debt” (or any similar designation) under any Subordinated Seller Indebtedness.

  • Borrowers shall not make any payments which constitute Contingent Consideration, nor shall Borrowers make any scheduled payment due on Subordinated Seller Debt unless (i) no Default or Event of Default then exists, and (ii) immediately after and assuming any such payment has been made, Borrowers have cash or Cash Equivalents equal to at least $2,500,000.

  • In addition, Borrowers shall not make or allow any prepayment of any amounts due under any Subordinated Seller Debt.

  • The subordination provisions of the Subordinated Seller Debt will be enforceable against the holders of the Subordinated Seller Debt by any Holder of Obligations which has not effectively waived the benefits thereof.

  • All Obligations, including the Obligations to pay principal of and interest on the Loans, constitute senior Indebtedness entitled to the benefits of subordination created by the Subordinated Seller Debt.

  • Each Borrower incurring the same has the corporate power and authority to incur the Indebtedness evidenced by the Subordinated Seller Debt.

  • The aggregate consideration for the Acquisition shall not exceed $114,000,000 (excluding the GenCorp Earnout Obligations) and a portion of such consideration shall consist of the Subordinated Seller Note in the principal amount of $25,500,000.

  • The obligations of Holdings under the ------------------- Guarantee and Collateral Agreement constitute "Senior Debt" of Holdings under and as defined in the Subordinated Seller Notes.

  • The total consideration for the AFC Business acquisition is comprised of the following: Subordinated Seller Note – The fair value of the Seller Subordinated Note was determined by discounting the required principal and interest payments at a rate of 15%, which the Company believes is appropriate for instruments with comparable terms.

  • The Administrative Agent shall have received evidence that not less than $25,500,000 of the aggregate consideration for the Acquisition shall have been in the form of the Subordinated Seller Note.

Related to Subordinated Seller

  • Subordinated Securities means Securities that by the terms established pursuant to Section 2.02(i) are subordinated in right of payment to Senior Debt of the Company.

  • Subordinated Documents means the Subordinated Note and any and all other documents, agreements, writings or instruments executed in connection therewith or pursuant thereto, in each case, as in effect on the date hereof and as amended, modified, restated or Refinanced in accordance with the terms hereof.

  • Subordinated Shareholder Funding means, collectively, any funds provided to the Issuer by any Parent, any Affiliate of any Parent or any Permitted Holder or any Affiliate thereof, in exchange for or pursuant to any security, instrument or agreement other than Capital Stock, in each case issued to and held by any of the foregoing Persons, together with any such security, instrument or agreement and any other security or instrument other than Capital Stock issued in payment of any obligation under any Subordinated Shareholder Funding; provided, however, that such Subordinated Shareholder Funding:

  • Subordinated Loan Documents means at any time the agreements and other documents then governing the Subordinated Indebtedness.

  • Subordinated Security or “Subordinated Securities” means any Security or Securities designated pursuant to Section 301 as a Subordinated Security.

  • Subordinated Loan Agreement means any loan agreement made or to be made between (i) any Borrower and (ii) a Subordinated Creditor.

  • Subordinated means, as applied to Indebtedness, Indebtedness that shall have been subordinated (by written terms or written agreement being, in either case, in form and substance satisfactory to Agent and the Required Lenders) in favor of the prior payment in full of the Obligations.

  • Intercompany Subordination Agreement means an intercompany subordination agreement, dated as of even date with this Agreement, executed and delivered by each Loan Party and each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.

  • Subordinated Note Documents means the indenture under which the Subordinated Notes were issued and all other instruments, agreements and other documents evidencing or governing the Subordinated Notes or providing for any Guarantee or other right in respect thereof.

  • Subordinated Creditor means any creditor of Tenant which is a party to a Subordination Agreement in favor of Landlord.

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

  • Junior Debt Documents means the agreements governing any Junior Debt.

  • Subordinated Intercompany Debt shall have the meaning assigned to such term in Section 6.01(e).

  • Subordinated Loan has the meaning set forth in Section 1.2(a) of the Agreement.

  • Seller Notes means any promissory note or notes issued by the Borrower or a Restricted Subsidiary of the Borrower in respect of any acquisition permitted hereunder as consideration in connection with such acquisition, but that is not in the nature of an earn-out obligation or similar deferred or contingent obligation.

  • Subordinated Creditors means all creditors the indebtedness of which is subordinated, in the event of the Winding-Up of DSB, in right of payment to the claims of depositors and other unsubordinated creditors of DSB other than those whose claims rank or is expressed to rank by operation of law or contract pari passu with, or junior to, the claims of the Noteholders. For this purpose indebtedness shall include all liabilities, whether actual or contingent;

  • Subordinated Intercompany Note means the Intercompany Subordinated Note, dated as of the Agreement Date, by and among Holdings, the Borrower and each Restricted Subsidiary of Holdings from time to time party thereto.

  • Senior Debt Documents means (a) the Credit Agreement Loan Documents and (b) any Additional Senior Debt Documents.

  • Subordinated Debt Documents means any documents evidencing and/or securing Debt governed by a Subordination Agreement, all of which documents must be in form and substance acceptable to Agent in its sole discretion. As of the Closing Date, there are no Subordinated Debt Documents.

  • Subordinated Lender means each Seller, in its capacity as subordinated lender pursuant to the relevant Subordinated Loan Agreement.

  • Subordinated Claim means a Claim of the kind described in sections 726(a)(3) or 726(a)(4) of the Bankruptcy Code and/or Claims subordinated under sections 510(b) or 510(c) of the Bankruptcy Code.

  • Subordinated Obligation means any Indebtedness of the Company (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Securities pursuant to a written agreement.

  • Subordinate Obligations means, collectively, the Subordinate Notes and any Other Subordinate Obligations.

  • Designated Senior Indebtedness means with respect to a Person (i) the Credit Facility Indebtedness under or in respect of any Senior Credit Facility and (ii) any other Senior Indebtedness of such Person that, at the date of determination, has an aggregate principal amount equal to or under which, at the date of determination, the holders thereof are committed to lend up to, at least $25.0 million and is specifically designated by such Person in an agreement or instrument evidencing or governing such Senior Indebtedness as “Designated Senior Indebtedness” for purposes of this Indenture.

  • 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.

  • Subordinated Claims means the aggregate amount of all claims admitted in the winding up or dissolution of the Issuer which rank, or are expressed to rank, junior to claims in respect of the Senior Non-Preferred Notes or other Senior Non-Preferred Claims, including (without limitation) (i) claims of creditors in respect of the Subordinated Notes and (ii) the obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 2 Capital, Additional Tier 1 Capital or CET1 Capital, including, for the avoidance of doubt, all claims in respect of Deferred Shares.