Common use of Funded Debt Clause in Contracts

Funded Debt. Funded Debt" of any Person shall mean, without duplication, (i) all indebtedness for borrowed money or issued in exchange or substitution for borrowed money (including, without limitation, indebtedness evidenced by issued but uncashed checks or as amounts drawn against overdraft lines of credit), (ii) all liabilities of such Person evidenced by any note, bond, debenture or other debt security, (iii) all liabilities of such Person for the deferred purchase price of property or services (excluding operating leases) with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise, including, without limitation, all incurred but unpaid liabilities with respect to former employees for which such Person is liable and all liabilities (whether earn-outs, indemnity payments, non-compete payments, consulting payments, bonuses, commissions or other forms of compensation or other similar payments) that may be payable as a result of or in connection with (x) the Merger or (y) any acquisition of, or investments in, another Person or in the assets of another Person (other than trade payables and other current liabilities incurred in the ordinary course of business which are not more than six months past due) by such Person, (iv) all commitments by which such Person assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit), other than such commitments that have been entered into in the ordinary course of business which are not more than six months past due, (v) all liabilities guaranteed in any manner by such Person (including guarantees in the form of an agreement to repurchase or reimburse, but excluding the guaranty of any WPZ Subsidiary of WPZ indebtedness that is considered Funded Debt), (vi) all liabilities under capitalized leases with respect to which such Person is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations another Person assures a creditor against loss; and (vii) any fees, penalties (including any prepayment or similar penalties triggered upon the consummation of the transactions contemplated hereunder) or accrued and unpaid interest on any of the foregoing items.

Funded Debt. Funded Debt" of any Person shall mean, As to the Borrower and its Subsidiaries and without duplication, the amount (iwhether such obligations are owing to any Affiliate of the Borrower or to any other Person) of: (a) all indebtedness for borrowed money or issued in exchange or substitution for borrowed money money; (including, without limitation, indebtedness evidenced by issued but uncashed checks or as amounts drawn against overdraft lines of credit), (iib) all liabilities of such Person evidenced by any note, bond, debenture or other debt security, (iii) all liabilities of such Person for obligations incurred as the deferred purchase price of property or services (excluding operating leases) with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise, including, without limitation, all incurred but unpaid liabilities with respect to former employees for which such Person is liable and all liabilities (whether earn-outs, indemnity payments, non-compete payments, consulting payments, bonuses, commissions or other forms of compensation or other similar payments) that may be payable as a result of or in connection with (x) the Merger or (y) any acquisition of, or investments in, another Person or in the assets of another Person (other than (i) trade payables and other current liabilities incurred in the ordinary course of business which are not more than six months past due) by such Person, (iv) all commitments by which such Person assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit), other than such commitments that have been entered into in the ordinary course of business pursuant to ordinary terms, and (ii) ordinary course purchase price adjustments); (c) all reimbursement and other payment obligations with respect to letters of credit, bankers’ acceptances, surety bonds and other similar documents; (d) all obligations evidenced by promissory notes, bonds, debentures or other similar instruments, including all obligations so evidenced incurred in connection with the acquisition of property or any business; (e) all Capitalized Lease obligations and all indebtedness created under any conditional sale or other title retention agreements or sales of accounts receivable; (f) all non-recourse indebtedness of the kind described in clause (a) through clause (e) secured by liens on property of the obligor; and (g) all guaranty obligations in respect of indebtedness of the kind described in clause (a) through clause (f) above; excluding up to $25,000,000 in the aggregate of contingent liabilities of the Borrower and its Subsidiaries which are not more than six months past duerequired by Generally Accepted Accounting Principles to be disclosed on the balance sheet of the Borrower and its Subsidiaries. For all purposes of this Agreement, (v) all liabilities guaranteed in any manner by such Person (including guarantees in the form of an agreement to repurchase or reimburse, but excluding the guaranty of any WPZ Subsidiary of WPZ indebtedness that is considered term “Funded Debt)” shall not include, (vi) all liabilities under capitalized leases with respect to the Borrower and its Subsidiaries, the contractual and other similar obligations of the Borrower and its Subsidiaries with respect to any Monetization Transactions. The term “Monetization Transaction” means, with respect to any Equity Interests owned by the Borrower or any of its Subsidiaries (an “Owner”) in any Person or Persons that are not directly, or indirectly through one or more intermediaries, controlled by the Owners, any transaction, agreement, device or arrangement (A) which such Person is liableresults in an Owner receiving payments on account of entering into contractual or other similar obligations and granting rights in, contingently or otherwise, as obligor, guarantor or otherwise, to or with respect to such Equity Interests, or (B) by which obligations another Person assures a creditor an Owner xxxxxx against loss; and (vii) any fees, penalties (including any prepayment or similar penalties triggered upon the consummation of the transactions contemplated hereunder) or accrued and unpaid interest on any of the foregoing itemsprice fluctuation with respect to such Equity Interests.

Funded Debt. Funded Debt" Without duplication, (a) all indebtedness of any Person shall mean, without duplication, (i) all indebtedness for borrowed money or issued in exchange or substitution for borrowed money (including, without limitation, indebtedness evidenced by issued but uncashed checks or as amounts drawn against overdraft lines of credit), (ii) all liabilities of such Person evidenced by any note, bond, debenture or other debt security, (iii) all liabilities of such Person for the deferred purchase price of property or services (excluding operating leases) with respect to which as of such Person is liable, contingently or otherwise, as obligor or otherwise, including, without limitation, all incurred but unpaid liabilities with respect to former employees for which such Person is liable and all liabilities (whether earn-outs, indemnity payments, non-compete payments, consulting payments, bonuses, commissions or other forms of compensation or other similar payments) that may be payable as a result of or in connection with (x) the Merger or (y) any acquisition of, or investments in, another Person or in the assets of another Person date (other than Operating Leases and trade payables liabilities and other current liabilities royalties payable incurred in the ordinary course of business and payable in accordance with customary practices) or which are not more than six months past due) is evidenced by such Persona note, bond, debenture or similar instrument, (ivb) the principal component of all obligations of such Person under Capitalized Leases, (c) all commitments by which reimbursement obligations of such Person assures a creditor against loss in respect of letters of credit (including contingent reimbursement obligations with respect to other than trade letters of credit), other than bankers acceptances or similar obligations issued or created for the account of such commitments that have been entered into in the ordinary course of business which are not more than six months past duePerson, (vd) all liabilities guaranteed of the type described in (a), (b) and (c) above that are secured by any manner Liens (as defined in the Credit Agreement) on any property owned by such Person (including guarantees as of such date even though such Person has not assumed or otherwise become liable for the payment thereof, in the form case of an agreement each of the items in clauses (a) through (d), the amount of which is determined in accordance with GAAP; provided, however, that so long as such Person is not personally liable for any such liability, the amount of such liability shall be deemed to repurchase or reimbursebe the lesser of the fair market value at such date of the property subject to the Lien (as defined in the Credit Agreement) securing such liability and the amount of the liability secured, but excluding the guaranty and (e) all guarantee obligations in respect of any WPZ Subsidiary liability which constitutes Funded Debt; provided, however, that Funded Debt shall not include any indebtedness under any Hedging Agreement (as defined in the Credit Agreement) prior to the occurrence of WPZ indebtedness a termination event with respect thereto; provided further that is considered upon the defeasance or satisfaction and discharge of Funded Debt in accordance with the terms of such Funded Debt, such Funded Debt will cease to be “Funded Debt” hereunder (for the avoidance of doubt, including upon the giving or mailing of a notice of redemption and redemption funds being deposited with a trustee or paying agent or otherwise segregated or held in trust or under an escrow or other funding arrangement for the sole purpose of repurchasing, redeeming, defeasing, repaying, satisfying and discharging, or otherwise acquiring or retiring such Funded Debt in accordance with the terms of such Funded Debt), (vi) all liabilities under capitalized leases with respect to which such Person is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations another Person assures a creditor against loss; and (vii) any fees, penalties (including any prepayment or similar penalties triggered upon the consummation of the transactions contemplated hereunder) or accrued and unpaid interest on any of the foregoing items.

Funded Debt. Funded Debt" of any Person shall mean, As to the Borrower and its Subsidiaries and without duplication, the amount (iwhether such obligations are owing to any Parent Affiliated Company or to any other Person) of: (a) all indebtedness for borrowed money or issued in exchange or substitution for borrowed money money; (including, without limitation, indebtedness evidenced by issued but uncashed checks or as amounts drawn against overdraft lines of credit), (iib) all liabilities of such Person evidenced by any note, bond, debenture or other debt security, (iii) all liabilities of such Person for obligations incurred as the deferred purchase price of property or services (excluding operating leases) with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise, including, without limitation, all incurred but unpaid liabilities with respect to former employees for which such Person is liable and all liabilities (whether earn-outs, indemnity payments, non-compete payments, consulting payments, bonuses, commissions or other forms of compensation or other similar payments) that may be payable as a result of or in connection with (x) the Merger or (y) any acquisition of, or investments in, another Person or in the assets of another Person (other than (i) trade payables and other current liabilities incurred in the ordinary course of business which are not more than six months past due) by such Person, (iv) all commitments by which such Person assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit), other than such commitments that have been entered into in the ordinary course of business pursuant to ordinary terms, and (ii) ordinary course purchase price adjustments); (c) all reimbursement and other payment obligations with respect to letters of credit, bankers’ acceptances, surety bonds and other similar documents; (d) all obligations evidenced by promissory notes, bonds, debentures or other similar instruments, including all obligations so evidenced incurred in connection with the acquisition of property or any business; (e) all Capitalized Lease obligations and all indebtedness created under any conditional sale or other title retention agreements or sales of accounts receivable; (f) all non-recourse indebtedness of the kind described in clause (a) through clause (e) secured by liens on property of the obligor; and (g) all guaranty obligations in respect of indebtedness of the kind described in clause (a) through clause (f) above; excluding up to $25,000,000 in the aggregate of contingent liabilities of the Borrower and its Subsidiaries which are not more than six months past duerequired by Generally Accepted Accounting Principles to be disclosed on the balance sheet of the Borrower and its Subsidiaries. For all purposes of this Agreement, (v) all liabilities guaranteed in any manner by such Person (including guarantees in the form of an agreement to repurchase or reimburse, but excluding the guaranty of any WPZ Subsidiary of WPZ indebtedness that is considered term “Funded Debt)” shall not include, (vi) all liabilities under capitalized leases with respect to the Borrower and its Subsidiaries, the contractual and other similar obligations of the Borrower and its Subsidiaries with respect to any Monetization Transactions. The term “Monetization Transaction” means, with respect to any Equity Interests owned by any Parent Affiliated Company, the Borrower or any of its Subsidiaries (an “Owner”) in any Person or Persons that are not directly, or indirectly through one or more intermediaries, controlled by the Owners, any transaction, agreement, device or arrangement (A) which such Person is liableresults in an Owner receiving payments on account of entering into contractual or other similar obligations and granting rights in, contingently or otherwise, as obligor, guarantor or otherwise, to or with respect to such Equity Interests, or (B) by which obligations another Person assures a creditor an Owner xxxxxx against loss; and (vii) any fees, penalties (including any prepayment or similar penalties triggered upon the consummation of the transactions contemplated hereunder) or accrued and unpaid interest on any of the foregoing itemsprice fluctuation with respect to such Equity Interests.