Applicable Obligations definition

Applicable Obligations means (i) for each Assignor that is a Specified RAI Senior Notes Assignor but not a Specified Existing Senior Notes Assignor, all the Obligations other than the Existing Senior Notes Obligations, (ii) for each Assignor that is a Specified Existing Senior Notes Assignor but not a Specified RAI Senior Notes Assignor, all the Obligations other than the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, (iii) for each Assignor that is both a Specified RAI Senior Notes Assignor and a Specified Existing Senior Notes Assignor, all the Obligations and (iv) for each Assignor that is neither a Specified RAI Senior Notes Assignor nor a Specified Existing Senior Notes Assignor, all the Obligations other than the Existing Senior Notes Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, provided that (x) the Existing Senior Notes Obligations shall be excluded from the Applicable Obligations of a Specified Existing Senior Notes Assignor to the extent the Existing Senior Notes Documents do not require the Existing Senior Notes Obligations to be secured pursuant to this Agreement (or, in the case of the Applicable Obligations of the Borrower, to the same extent the Existing Senior Notes Obligations are excluded from the Applicable Obligations of RJRTH as provided above in this clause (x)), (y) the New Senior Notes Obligations shall be excluded from the Applicable Obligations of a Specified RAI Senior Notes Assignor to the extent the New Senior Notes Documents do not require the New Senior Notes Obligations to be secured pursuant to this Agreement, and (z) the Refinancing Senior Notes Obligations shall be excluded from the Applicable Obligations of a Specified RAI Senior Notes Assignor to the extent the Refinancing Senior Notes Documents do not require the Refinancing Senior Notes Obligations to be secured pursuant to this Agreement.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

Applicable Obligations has the meaning set forth in the Holdco Agreement.

Applicable Obligations means the Obligations relating to the Term Facility.

Examples of Applicable Obligations in a sentence

• If at any time, any payment, or any part thereof, made in respect of any of the Applicable Obligations is rescinded or must otherwise be restored or returned by Administrative Agent or any Term Lender upon the insolvency, bankruptcy or reorganization of any Term Borrower, or otherwise, the provisions of this Section 2.24 hereof will forthwith be reinstated and in effect as though such payment had not been made.

• The Applicable Obligations of the Term Borrowers with respect to Term Loans made to one of them, and the Applicable Obligations arising as a result of the joint and several liability of one of the Term Borrowers hereunder with respect to Term Loans made to the other Term Borrower hereunder, shall be separate and distinct obligations, but all such other Applicable Obligations shall be primary obligations of both Term Borrowers.

• Each Term Borrower consents and agrees that Administrative Agent and Term Lenders shall be under no obligation to marshal any assets in favor of the Term Borrower(s) or against or in payment of any or all of the Applicable Obligations.

• Any claim which any Term Borrower may have against the other Term Borrower with respect to any payments to the Administrative Agent or the Term Lenders hereunder or under any of the other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Applicable Obligations arising hereunder or thereunder, to the occurrence of the Termination Date.

• This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor and its successors and assigns (and shall inure to the benefit of the Company and be enforceable by the Company against such successors and assigns) until all of the Applicable Obligations have been satisfied in full.

More Definitions of Applicable Obligations

Applicable Obligations shall have the meaning provided in Section 3.1 hereof.

Applicable Obligations means the Liabilities of Purchaser arising under this Agreement and the Related Documents and Liabilities of Purchaser's Affiliates under the Share Purchase Agreement and the Related Documents (as defined in the Share Purchase Agreement).

Applicable Obligations means (i) for each Pledgor that is a Specified RAI Senior Notes Pledgor, all the Obligations and (ii) for each Pledgor that is not a Specified RAI Senior Notes Pledgor, all the Obligations other than the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, provided that (x) the New Senior Notes Obligations shall be excluded from the Applicable Obligations of a Specified RAI Senior Notes Pledgor, to the extent the New Senior Notes Documents do not require the New Senior Notes Obligations to be secured pursuant to this Agreement, and (y) the Refinancing Senior Notes Obligations shall be excluded from the Applicable Obligations of a Specified RAI Senior Notes Pledgor, to the extent the Refinancing Senior Notes Documents do not require the Refinancing Senior Notes Obligations to be secured pursuant to this Agreement.

Applicable Obligations means (x) for each Assignor that is a Specified Assignor, all the Obligations and (y) for each other Assignor, all the Obligations other than the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, provided that (i) the New Senior Notes Obligations shall be excluded from the Applicable Obligations of the Borrower or a Restricted Subsidiary to the extent the New Senior Notes Documents do not

Applicable Obligations means (v) with respect to the Theraplant Foreclosure, the Theraplant Obligations, (w) with respect to the TH Foreclosure, the TH Obligations, (x) with respect to the Holdings Foreclosure, the Holdings Obligations, (y) with respect to the Strict Foreclosures collectively, the Theraplant Obligations, the TH Obligations and the Holdings Obligations and (z) with respect to the Transaction (as a whole), all Obligations and other Existing Debt other than the Surviving Obligations (as defined below);

Applicable Obligations means (a) with respect to SSCC, SSCE and any other Domestic Subsidiary (other than any Domestic Subsidiary that is a subsidiary of a Canadian Subsidiary), the Obligations and (b) with respect to any Canadian Subsidiary or a subsidiary of a Canadian Subsidiary, the Canadian Obligations.

Applicable Obligations means (i) for each Assignor that is a Specified RAI Senior Notes Assignor, all the Obligations and (ii) for each Assignor that is not a Specified RAI Senior Notes Assignor, all the Obligations other than the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, provided that (x) the New Senior Notes Obligations shall be excluded from the Applicable Obligations of a Specified RAI Senior Notes Assignor to the extent the New Senior Notes Documents do not require the New Senior Notes Obligations to be secured pursuant to this Agreement and (y) the Refinancing Senior Notes Obligations shall be excluded from the Applicable Obligations of a Specified RAI Senior Notes Assignor to the extent the Refinancing Senior Notes Documents do not require the Refinancing Senior Notes Obligations to be secured pursuant to this Agreement.