Ziggo Group Assumption definition

Ziggo Group Assumption means the following transactions which followed the Ziggo Group Combination:
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Ziggo Group Assumption means the assumption of all of the obligations of the SPV Borrower under any notes issued by it and any indenture that it is party to and such assumption will be a deemed repayment in full and cancellation of the obligations of the Covenant Parties under the Proceeds Loan in relation to those notes.
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Ziggo Group Assumption means the assumption by the Fold-In Issuer of the obligations of the Old Issuer under the Notes and this Indenture and the deemed repayment in full and cancellation of the Proceeds Loans.
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Examples of Ziggo Group Assumption in a sentence

  • Prior to the Ziggo Group Assumption, for so long as any Notes are outstanding, the Issuer will take any action reasonably necessary to maintain its status as a disregarded entity for U.S. Federal tax purposes.

  • Upon the consummation of the Ziggo Group Assumption, Ziggo Secured Finance B.V., the Fold-In Issuer and the Trustee will execute and deliver an accession agreement (a “Note Accession Agreement”) in form and substance substantially similar to Schedule B hereto pursuant to which (i) the Fold-In Issuer will accede to this Note and assume all obligations of Ziggo Secured Finance B.V. as Issuer under this Note and (ii) Ziggo Secured Finance B.V. will be released from its obligations under this Note.


More Definitions of Ziggo Group Assumption

Ziggo Group Assumption means the assumption by the Issuer of the obligations of the Old Issuer under the Notes and this Indenture. EXHIBIT H
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Related to Ziggo Group Assumption

  • Prepayment Assumption As defined in the Prospectus Supplement.

  • Incremental Assumption Agreement means an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and, if applicable, one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders.

  • Valuation Assumptions means, as of an Early Termination Date, the assumptions that (1) in each Taxable Year ending on or after such Early Termination Date, the Corporate Taxpayer will have taxable income sufficient to fully utilize the deductions arising from the Basis Adjustments and Imputed Interest during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available, (2) the U.S. federal income tax rates and state and local income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date, (3) any loss carryovers generated by deductions arising from Basis Adjustments, the NOLs or Imputed Interest that are available as of such Early Termination Date will be utilized by the Corporate Taxpayer on a pro rata basis from the Early Termination Date through the scheduled expiration date of such loss carryovers, (4) any non-amortizable assets will be disposed of on the fifteenth anniversary of the applicable Basis Adjustment; provided, that in the event of a Change of Control, such non-amortizable assets shall be deemed disposed of at the time of sale of the relevant asset (if earlier than such fifteenth anniversary), and (5) if, at the Early Termination Date, there are Common Units that have not been Exchanged, then each such Common Unit shall be deemed to be Exchanged for the Market Value of the number of shares of Class A Common Stock and the amount of cash that would be transferred if the Exchange occurred on the Early Termination Date.

  • Incremental Term Loan Assumption Agreement means an Incremental Term Loan Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and one or more Incremental Term Lenders.

  • Merger Without Assumption provisions of Section 5(a)(viii) will apply to Party A and will apply to Party B.

  • Affiliated Lender Assignment and Assumption means an assignment and assumption entered into by a Lender and an Affiliated Lender (with the consent of any party whose consent is required by Section 9.05) and accepted by the Administrative Agent in the form of Exhibit A-2 or any other form approved by the Administrative Agent and the Borrower.

  • Assumption Date has the meaning set forth in Section 9.23 of the Sale and Servicing Agreement.

  • Commitment Transfer Supplement means a document in the form of Exhibit 15.3 hereto, properly completed and otherwise in form and substance satisfactory to Agent by which the Purchasing Lender purchases and assumes a portion of the obligation of Lenders to make Advances under this Agreement.

  • Conveyancing and Assumption Instruments means, collectively, the various agreements, instruments and other documents heretofore entered into and to be entered into to effect the transfer of Assets and the assumption of Liabilities in the manner contemplated by the Distribution Agreement, or otherwise arising out of or relating to the transactions contemplated in the Distribution Agreement.

  • nment and Assumption means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of E xhibit A or any other form approved by the Administrative Agent.

  • Net Short Lender has the meaning specified in Section 10.01.

  • Designated Borrower Request and Assumption Agreement has the meaning specified in Section 2.14.

  • Assignment and Assumption means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

  • Closing Date Term Loan Commitment means, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1.1(b) as such Lender’s Closing Date Term Loan Commitment. The aggregate amount of the Closing Date Term Loan Commitments as of the Closing Date is $820,000,000.

  • Guarantee Assumption Agreement means a Guarantee Assumption Agreement substantially in the form of Exhibit A by an entity that, pursuant to Section 8.12(a), is required to become a “Subsidiary Guarantor” hereunder in favor of the Lenders.

  • Permitted Loan Purchase Assignment and Acceptance means an assignment and acceptance entered into by a Lender as an Assignor and Holdings, the Borrower or any of the Subsidiaries as an Assignee, as accepted by the Administrative Agent (if required by Section 9.04) in the form of Exhibit F or such other form as shall be approved by the Administrative Agent and the Borrower (such approval not to be unreasonably withheld or delayed).

  • Assignment and Assumption Agreement means the Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit A.

  • Assignment and Assumption Agreements means each of the Assignment and Assumption Agreements to be executed between a Trustee and trustee of the relevant Successor Trust in accordance with the relevant Trust Agreement, as the same may be amended, modified or supplemented from time to time.

  • Incremental Lender has the meaning assigned to such term in Section 2.22(b).

  • Assumption Agreement has the meaning specified in Section 2.18(d)(ii).

  • New Lender Supplement as defined in Section 2.1(c).

  • Incremental Loan has the meaning set forth in Section 2.14(b).

  • Closing Date Term Loans as defined in Section 2.1.

  • Modified Commitment Transfer Supplement shall have the meaning set forth in Section 16.3(d) hereof.

  • Closing Date Term Loan has the meaning specified in Section 2.01(a).

  • Incremental Loan Commitment shall have the meaning ascribed to such term in Section 2.22(a).