Excluded Rig definition

Excluded Rig means, subject to the immediately following sentence, a Rig (together with any related machinery and equipment required to operate the Rig) that is, as certified in an Officer’s Certificate delivered to the Collateral Agent (other than the Rig Noble Xxx Xxxxxx (registered as of the Issue Date in Liberia under Official Number 15378 and to be renamed Shelf Drilling Winner) for which such an Officer’s Certificate shall be deemed delivered for the Drilling Contract Lien Restrictions in effect on the Escrow Release Date) as being, subject to (A) Drilling Contract Lien Restrictions or (B) in the case of any Rig acquired from a Person other than the Parent, the Issuer or any Subsidiary after the Escrow Release Date, a bid or proposal by the seller, the Issuer or any Subsidiary as of the date such Rig is so acquired for a drilling contract that contains Drilling Contract Lien Restrictions. Notwithstanding anything to the contrary in the foregoing sentence, (1) to the extent that the Excluded Rig ceases to be subject to any Drilling Contract Lien Restrictions (or if an applicable bid or proposal in respect of any Excluded Rig referred to in clause (B) above is not accepted), such Excluded Rig shall automatically cease to be an Excluded Rig, unless an Officer determines such Excluded Rig is reasonably expected within 90 days following the date on which such Excluded Rig ceases to be subject to such Drilling Contract Lien Restrictions or the date on which such Rig is so acquired from such Person, respectively, to be subject, to any Drilling Contract Lien Restrictions; (2) no more than one (1) Rig may constitute an Excluded Rig at any time; provided, that no Rig may constitute an Excluded Rig if fewer than three (3) Rigs are then owned by the Issuer and its Subsidiaries (provided, that in the case of a Total Loss of a Rig following two Asset Dispositions of Rigs permitted pursuant to Section 4.11(g) (neither of which was a Total Loss), to the extent only two (2) Rigs are then owned by the Issuer and its Subsidiaries in the aggregate without being subject to any Liens permitted pursuant to clause (6), (8) or (9) of the definition of Permitted Liens, the Issuer and its Subsidiaries shall be deemed to have owned three (3) Rigs if, within 365 days following the Issuer’s receipt of all of the Net Cash Proceeds of such Total Loss, the Rig Owners own at least three (3) Rigs not subject to any Lien permitted pursuant to clause (6), (8) or (9) of the definition of Permitted Li...
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Excluded Rig means (a) each Rig listed on Schedule 1.1(e) hereto as of the Effective Date and (b) any Rig acquired or constructed after the Effective Date in connection with Indebtedness incurred, issued or assumed pursuant to Section 7.3(g) or Section 7.3(h), but solely to the extent and for so long as the terms of the applicable Indebtedness prohibit the mortgaging of such Rig hereunder.
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Excluded Rig means any Rig acquired or constructed after the Issue Date in connection with Indebtedness incurred, issued or assumed pursuant to Section 4.03(b)(8), but solely to the extent and for so long as the terms of the applicable Indebtedness or any Permitted Refinancing Debt with respect thereto prohibit the mortgaging of such Rig hereunder.
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Examples of Excluded Rig in a sentence

  • If the Subsequent Closing concerns the Algeria Assets and the aggregate Excluded Rig Deduction that would be available to Purchaser under Section 6.3(f) is equal to or greater than 25% of the Algeria Cash Consideration, then Purchaser shall be entitled to terminate this Agreement pursuant to Section 7.1(g).

  • As these rigs are planned well in advance, the additional certainty of a permanent exemption is supported by the petroleum industry.

  • If the aggregate Excluded Rig Deduction that would be available to Purchaser under Section 6.1(f) is equal to or greater than 25% of the KSA Cash Consideration, then Purchaser shall be entitled to terminate this Agreement pursuant to Section 7.1(d).

  • If the Subsequent Closing concerns the Kuwait Assets and the aggregate Excluded Rig Deduction that would be available to Purchaser under Section 6.3(f) is equal to or greater than 25% of the Kuwait Cash Consideration, then Purchaser shall be entitled to terminate this Agreement pursuant to Section 7.1(g).

  • Notwithstanding anything to the contrary in this Indenture: (i) no security will be required to be provided by any Restricted Subsidiary in respect of any Relevant Excluded Rig (as defined in the Super Senior Revolving Credit Facility); and (ii) no guarantees or security will be required to be provided by an immediate holding company of any new Restricted Subsidiary which acquires a Vessel after the Issue Date which is not a Relevant Acquired Rig.

  • If the Initial Closing concerns the Kuwait Assets and the aggregate Excluded Rig Deduction that would be available to Purchaser under Section 6.1(f) is equal to or greater than 25% of the Kuwait Cash Consideration, then Purchaser shall be entitled to terminate this Agreement, solely with respect to the Kuwait Assets, pursuant to Section 7.1(d).

  • The Company shall notify the Administrative Agent of any change in (i) ownership of a Collateral Rig or (ii) the jurisdiction of the flag under which any Rig of the Company or any of its Restricted Subsidiaries (other than any Excluded Rig) is registered (in all cases to an Acceptable Flag Jurisdiction), in each case, no later than three (3) Business Days following any such change.

  • The consideration for the Purchased Assets (the “Purchase Price”) consists of (i) the payment at the Closing by Purchaser of $92,500,000 for the Purchased Assets (“KSA Cash Consideration”), reduced by the amount of any Backlog Deduction and any Excluded Rig Deduction, as applicable, calculated on the Closing Date (the “Cash Consideration”) and (ii) the assumption by Purchaser of the Assumed Liabilities.


More Definitions of Excluded Rig

Excluded Rig means: (i) on the Third Amendment Effective Date, the Rigs Shelf Drilling Mentor (registered in Vanuatu under Official Number 2457), Shelf Drilling Tenacious (registered in Vanuatu under Official Number 2459), Xxxxxxxx Xxxx (registered in Xxxxxxxx Islands under Official Number 1744) and Baltic (registered in Vanuatu under Official Number 1410), together with any related machinery and equipment required to operate such Rigs, with respect to which the drilling contracts applicable to such Rig as of the Third Amendment Effective Date (as such drilling contract may be extended, replaced or renewed with the same counterparty) contains Drilling Contract Lien Restrictions;
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Excluded Rig means: (i) on the Second Amendment Effective Date, the Rigs Xxxxxxxx Xxxx (registered in Xxxxxxxx Islands under Official Number 1744) and Baltic (registered in Vanuatu under Official Number 1410), together with any related machinery and equipment required to operate such Rigs, with respect to which the drilling contracts applicable to such Rig as of the Second Amendment Effective Date (as such drilling contract may be extended, replaced or renewed with the same counterparty) contains Drilling Contract Lien Restrictions; (ii) each Rig (together with any related machinery and equipment required to operate such Rig) specified in an Officer’s Certificate delivered from time to time after the Second Amendment Effective Date by Borrower to the Administrative Agent as being subject to
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Related to Excluded Rig

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

  • Excluded IP has the meaning assigned to such term in the U.S. Security Agreement.

  • Excluded Obligor means an Obligor so designated in writing as such by the Agent or the Majority Purchasers in a notice to the Seller in good faith and in the Agent’s or the Majority Purchasers’ reasonable judgment relating to credit considerations from time to time, it being understood that from time to time such designation may be revoked by written notice to the Seller.

  • Excluded Obligations has the meaning set forth in Section 2.5.

  • Excluded Contract means, at any date, any rights or interest of the Borrower or any Guarantor under any agreement, contract, license, instrument, document or other general intangible (referred to solely for purposes of this definition as a “Contract”) to the extent that such Contract by the terms of a restriction in favor of a Person who is not the Borrower or any Guarantor, or any requirement of law, prohibits, or requires any consent or establishes any other condition for or would terminate because of an assignment thereof or a grant of a security interest therein by the Borrower or a Guarantor; provided that (i) rights under any such Contract otherwise constituting an Excluded Contract by virtue of this definition shall be included in the Collateral to the extent permitted thereby or by Section 9-406 or Section 9-408 of the Uniform Commercial Code and (ii) all proceeds paid or payable to any of the Borrower or any Guarantor from any sale, transfer or assignment of such Contract and all rights to receive such proceeds shall be included in the Collateral.

  • Excluded Receivable means all indebtedness and other obligations owed to Originator or in which Originator has a security interest or other interest (including, without limitation, any indebtedness, obligation or interest constituting an account, chattel paper, instrument or general intangible) arising in connection with the sale of merchandise or the rendering of services by Originator and further includes, without limitation, the obligation to pay any Finance Charges with respect thereto:

  • Excluded Records means any and all:

  • Excluded Asset means any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

  • Excluded Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

  • Excluded Party has the meaning set forth in Section 7.4(b).

  • Excluded Cash means, as of the date of any determination, (a) any cash to be used to pay obligations of the Credit Parties then due and owing to unaffiliated third parties and for which the Credit Parties have issued checks or have initiated wires or ACH transfers, or will have issued checks or will have initiated wires or ACH transfers within five (5) Business Days of such date, in order to pay such obligations, (b) cash held in (i) accounts designated and used solely for payroll or employee benefits, (ii) cash collateral accounts with respect to Letters of Credit, (iii) trust accounts held and used exclusively for the payment of taxes of the Credit Parties, and (iv) suspense or trust accounts held and used exclusively for royalty and working interest payments owing to third parties, (c) any cash or cash equivalents constituting purchase price deposits held in escrow by or from an unaffiliated third party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits, and (d) any net cash proceeds from an issuance of Equity Interests (other than Disqualified Capital Stock) of the Borrower or from a Borrowing to be used to pay obligations of the Credit Parties pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party that, if requested by the Administrative Agent, are segregated from other funds of the Credit Parties in a manner reasonably acceptable to the Administrative Agent; provided that (x) to the extent such cash is proceeds from an issuance of Equity Interests (other than Disqualified Capital Stock) of the Borrower, (1) the Borrower shall notify the Administrative Agent, substantially contemporaneously with the receipt of such cash proceeds, of the intended use of such cash proceeds and that such cash proceeds will constitute Excluded Cash (subject to the following clause (2)) and (2) such cash proceeds shall only constitute Excluded Cash from the date of such issuance through and including the 90th day after such issuance and (y) to the extent such cash is proceeds from a Borrowing, (1) the Borrower shall notify the Administrative Agent, substantially contemporaneously with the Borrowing, of the intended use of such cash proceeds and that such cash proceeds will constitute Excluded Cash (subject to the following clause (2)) and (2) such cash proceeds shall only constitute Excluded Cash from the date of such Borrowing through and including the 5th Business Day after such Borrowing.

  • Excluded Contracts has the meaning set forth in Section 2.02(a).

  • Excluded Property shall have the meaning set forth in the Security Agreement.

  • Excluded Costs shall be defined as (i) any mortgage charges (including interest, principal, points and fees); (ii) brokerage commissions; (iii) salaries of executives and owners not directly employed in the management/operation of the Property; (iv) the cost of work done by Landlord for a particular tenant; (v) the cost of items which, by generally accepted accounting principles, would be capitalized on the books of Landlord or are otherwise not properly chargeable against income, except to the extent permitted pursuant to Section A (i) or (ii) above; (vi) the costs of Landlord’s Work and any contributions made by Landlord to any tenant of the Property in connection with the build-out of its premises; (vii) franchise or income taxes imposed on Landlord; (viii) costs paid directly by individual tenants to suppliers, including tenant electricity, telephone and other utility costs; (ix) increases in premiums for insurance when such increase is caused by the use of the Building by Landlord or any other tenant of the Building; (x) maintenance and repair of capital items not a part of the Building or the Property; (xi) depreciation of the Building; (xii) costs relating to maintaining Landlord’s existence as a corporation, partnership or other entity; (xiii) advertising and other fees and costs incurred in procuring tenants; (xiv) the cost of any items for which Landlord is reimbursed by insurance, condemnation awards, refund, rebate or otherwise, and any expenses for repairs or maintenance to the extent covered by warranties, guaranties and service contracts; (xv) costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Building management, or between Landlord and other tenants or occupants; and (xvi) costs incurred in connection with the clean-up, response action or remediation of Hazardous Materials at the Property; (xvii) costs incurred for the replacement of (i.e., as opposed to the maintenance and repair of) the Acid Neutralization Tank; (xviii) costs in connection with the leasing of space in the Building, including lease concessions, rental abatement and construction allowances granted to specific tenants; (xix) costs incurred with the sale, financing or refinancing of the Building, fines, interest and penalties incurred due to the late payment of taxes or expenses; (xx) costs incurred by Landlord in connection with the correction of defects in design and original construction of the Building or Property; the costs or expenses of any services or benefits provided generally to the other tenants in the Building and not provided or available to Tenant; sums (other than management fees, it being agreed that the management fees included in Building Operating Costs are as described above) paid to subsidiaries or other affiliates of Landlord for services on or to the Property, Building or the First Floor Premises, but only to the extent that the costs of such services exceed the competitive cost for such services rendered by persons or entities of similar skill, competence and experience; any general administrative expenses, which costs would not be chargeable to operating expenses of the Building in accordance with generally accepted accounting principles, consistently applied; or any penalties or damages that Landlord pays to Tenant under this Lease or to other tenants in the Building under their respective leases.

  • Excluded Person means each Defendant, the directors and officers of each Defendant, the subsidiaries or affiliates of each Defendant, the entities in which each Defendant or any of that Defendant’s subsidiaries or affiliates have a controlling interest and the legal representatives, heirs, successors and assigns of each of the foregoing.

  • Excluded Equipment means (i) defibrillators, enhanced emergency medical kits and other medical equipment, (ii) airphones and other components or systems installed on or affixed to the Airframe that are used to provide individual telecommunications or electronic entertainment to passengers aboard the Aircraft, (iii) galley carts, beverage carts, waste containers, liquor kits, food tray carriers, ice containers, oven inserts, galley inserts, and other branded passenger convenience or service items, (iv) any items, equipment or systems leased by Company or any Permitted Lessee (other than items, equipment, or systems that are leased from Company pursuant to the applicable Lease) or owned by Company or any Permitted Lessee subject to a conditional sales agreement or a security interest (other than the security interest granted under the Indenture), and (v) cargo containers.

  • Excluded Debt means (i) intercompany Indebtedness between or among any Credit Parties and any of their Subsidiaries, (ii) credit extensions under the Revolving Credit Facility and the Existing Target Credit Agreement (and any refinancing, renewal, refunding, extension or replacement of either or both thereof in an aggregate principal amount not to exceed the refinanced, renewed, refunded, extended or replaced funded amount thereof plus accrued and unpaid interest or premiums thereon and fees and expenses incurred in connection therewith plus (without duplication) an amount equal to any commitment unutilized thereunder plus $500,000,000), (iii) any refinancing, renewal, refunding, extension or replacement of any Indebtedness existing on the Effective Date in an aggregate principal amount not to exceed the refinanced, renewed, refunded, extended or replaced amount plus accrued and unpaid interest or premiums thereon and fees and expenses incurred in connection therewith, so long as any such Indebtedness so refinanced, renewed, refunded, extended or replaced after the Closing Date shall have a maturity prior to the Maturity Date, (iv) any Indebtedness issued or incurred in the ordinary course of business for working capital purposes in an aggregate amount not to exceed $500,000,000, (v) any commercial paper backed by the Revolving Credit Facility or the Existing Target Credit Agreement (or under any facilities refinancing, renewing, refunding, extending or replacing the Revolving Credit Facility and/or the Existing Target Credit Agreement and meeting the requirements set forth in clause (ii) above), (vi) any borrowings under this Credit Agreement or the Term Loan Facility, and (vii) other Debt not included in clauses (i) through (vi) above in an outstanding aggregate principal amount not to exceed $500,000,000.

  • Excluded Claim means a dispute, controversy or claim that concerns (a) the validity or infringement of a patent, trademark or copyright; or (b) any antitrust, anti-monopoly or competition law or regulation, whether or not statutory.

  • Excluded Collateral shall have the meaning assigned to such term in the Security Agreement.

  • Excluded Inventory shall have the meaning set forth in Section 2.1(c).

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Excluded Entity means each of the Hong Kong Disneyland Entities, the Shanghai Project Entities and the Specified Project Entities.

  • Excluded License means an open source or other software license that requires, as a condition of license, use, modification, distribution or conveyance, that (a) the code be disclosed or distributed in source code form; (b) others have the right to modify or create derivative works of it; and/or (c) the code becomes redistributable at no charge.

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.