Subordinated Seller Debt definition

Subordinated Seller Debt means the Indebtedness of the Company to Spectra Physics Holdings USA, Inc., evidenced by the Seller Subordinated Note, which Indebtedness is subordinated to the Obligations.
Subordinated Seller Debt means unsecured Debt that the Required Lenders may approve and that is held by a seller to a Borrower of assets or of Equity Interests in a Permitted Acquisition, which Debt is subject to a subordination agreement in form and substance approved and executed by Collateral Agent, and pursuant to which Collateral Agent's and each Lender's rights are made senior to the rights of the seller. Collateral Agent may require that such Debt is deeply subordinated and favorable to Collateral Agent and Lenders in all respects, including an unlimited payment blockage and standstill period as to all remedies during the continuation of an Event of Default.
Subordinated Seller Debt means Seller Debt in excess of the Seller Enforcement Proceeds (or the value reasonably attributed to the Seller Enforcement Proceeds if they are made in kind and/or in specie).

Examples of Subordinated Seller Debt in a sentence

  • 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.

  • If, for any reason, the Subordinated Seller Debt or the Shareholder Debt is discharged in any manner other than as allowed under this Agreement, the Seller or the Shareholders must immediately notify the Intercreditor Agent of such discharge of their Debt.

  • Neither the Company nor any of its Subsidiaries shall amend, modify or otherwise change any of the terms or provisions of (i) the Acquisition Documents, or of any of their respective constituent documents as in effect on the date hereof in any manner materially adverse to the interests of the Lenders or (ii) the documents evidencing the Subordinated Seller Debt.

  • The Company shall, and shall cause each of its Subsidiaries to, comply at all times with each covenant contained in the documents evidencing the Subordinated Seller Debt and shall not permit any potential or actual defaults to occur with respect to the Seller Subordinated Debt.

  • There is attached to this Agreement a true, correct and complete copy of the Subordinated Seller Debt Documents.


More Definitions of Subordinated Seller Debt

Subordinated Seller Debt means any Indebtedness issued by the Company or any of its Subsidiaries in connection with an Acquisition permitted under this Indenture, which Indebtedness constitutes all or a portion of the purchase price for such Acquisition, issued on terms and conditions that provide, among other things, that such Indebtedness shall (a) be unsecured, (b) not pay cash interest or principal at any time prior to the Maturity Date of the Notes, (c) contain no creditor-like rights or remedies and (d) have a final maturity of no earlier than 90 days after the Maturity Date of the Notes.
Subordinated Seller Debt means any Seller Debt issued with terms and ------------------------ conditions acceptable to the Agents in their sole discretion, which terms and conditions shall provide, among other things, that such Seller Debt shall (a) be unsecured, (b) not pay cash interest or principal at any time prior to the Final Maturity Date, (c) contain no creditor-like rights or remedies, and (d) have a final maturity of no earlier than ninety (90) days after the Final Maturity Date.
Subordinated Seller Debt means unsecured Seller Debt that is subordinated as to payment, liquidation, collection and collection in bankruptcy to the obligations of Borrowers to Lender pursuant to subordination documentation in form and substance acceptable to Lender and which has a maturity of no earlier than six (6) months following the Maturity Date.

Related to Subordinated Seller Debt

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

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

  • 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).

  • 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.

  • Subordinated Loan Documents means the Subordinated Credit Agreement, the promissory notes executed and delivered pursuant to the Subordinated Credit Agreement, and each other agreement, instrument, or document executed by the Borrower or any of its Subsidiaries or any of their Responsible Officers in connection with the Subordinated Credit 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 Liabilities means liabilities subordinated to Borrower’s obligations to Lender in a manner acceptable to Lender in its sole discretion.

  • Shareholder Debt means any shareholder loan made to the Issuer as debtor, if such loan:

  • 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.

  • Junior Debt Documents means, collectively, any loan agreements, indentures, note purchase agreements, promissory notes, guarantees and other instruments and agreements evidencing the terms of any Junior Indebtedness.

  • 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.

  • Junior Debt means any Indebtedness of the types described in clauses (i) and (ii) of the definition of “Indebtedness” (other than Indebtedness among the Borrower and/or its Restricted Subsidiaries) of the Borrower or any of its Restricted Subsidiaries that is contractually subordinated in right of payment to the Obligations, in each case, with an individual outstanding principal amount in excess of the Threshold Amount. For the avoidance of doubt, each Asset Financing Facility and CRE Financing shall not constitute Junior Debt.

  • 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.

  • Subordinated Obligation means any Indebtedness of the Company (whether outstanding on the Issue Date or thereafter incurred) that is subordinated or junior in right of payment to the Notes pursuant to a written agreement.

  • Subordinated Note Documents means the Subordinated Notes, the Subordinated Note Purchase Agreement, the “Fee Letter” under and as defined in the Subordinated Note Purchase Agreement and any other Note Document (as defined in the Subordinated Note Purchase Agreement).

  • Junior Lien Debt means Indebtedness incurred by a Covenant Entity that is secured by a Lien that is junior to the Lien on the Collateral securing the Obligations.

  • Junior Lien Indebtedness means any Indebtedness (other than any ABL Facility) that is secured by a junior Lien to the Lien securing the Secured Obligations and that was permitted to be incurred and so secured hereunder.

  • Consolidated Senior Indebtedness means, at any time, the amount of all Consolidated Indebtedness at such time, less the aggregate principal amount of all such Indebtedness outstanding at such time which is subordinated to the Obligations on customary market subordination terms reasonably satisfactory to the Administrative Agent.

  • Subordinated Obligations has the meaning specified in Section 7.05.

  • Second Lien Note Documents means the Second Lien Notes, the Second Lien Notes Indenture and the Second Lien Security Documents.

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

  • Designated Senior Indebtedness means (i) the Bank Indebtedness and (ii) any other Senior Indebtedness which, at the date of determination, has an aggregate principal amount of, 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 the Company in the instrument evidencing or governing such Senior Indebtedness as "Designated Senior Indebtedness" for purposes of this Indenture.

  • Permitted Senior Indebtedness means the principal of (and premium, if any), interest on, and all fees and other amounts (including, without limitation, any reasonable out-of-pocket costs, enforcement expenses (including reasonable out-of-pocket legal fees and disbursements), collateral protection expenses and other reimbursement or indemnity obligations relating thereto) payable by Company and/or its Subsidiaries under or in connection with any credit facility to be entered into by the Company and/or its Subsidiaries with one or more financial institutions together with any amendments, restatements, renewals, refundings, refinancings or other extensions thereof); provided, however, that the aggregate outstanding amount of such Permitted Senior Indebtedness (taking into account the maximum amounts which may be advanced under the loan documents evidencing such Permitted Senior Indebtedness) does not as of the date on which any such Permitted Senior Indebtedness is incurred exceed $10,000,000, with respect to the unpaid principal balance of loans thereunder and, provided further that such Permitted Senior Indebtedness shall only be incurred to the extent that the Consolidated Total Indebtedness to Market Capitalization Ratio does not exceed .15 at the time of incurrence of such Permitted Senior Indebtedness.

  • Subordinated Loan Agreement means a binding agreement with a Subordinated Debt Provider providing unsecured debt financing for the benefit of the Energy Complex and on terms and conditions that shall satisfy the requirements of the Financing Documents.

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

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