Exempt Indebtedness definition

Exempt Indebtedness means any Indebtedness of any Person (other than XL Group or any of its Affiliates) that is consolidated on the balance sheet of XL Group and its consolidated Subsidiaries in accordance with GAAP (whether or not required to be so consolidated); provided that (a) at the time of the incurrence of such Indebtedness by such Person, the cash flows from the assets of such Person shall reasonably be expected by such Person to liquidate such Indebtedness and all other liabilities (contingent or otherwise) of such Person and (b) no portion of such Indebtedness of such Person shall be Guaranteed (other than guarantees of the type referred to in clause (a) or (b) of the definition of Indebtedness) by, or shall be secured by a Lien on any assets owned by, XL Group or any of its Subsidiaries and neither such Person nor any of the holders of such Indebtedness shall have any direct or indirect recourse to XL Group or any of its Subsidiaries (other than in respect of liabilities and guarantees of the type referred to in clause (a) or (b) of the definition of Indebtedness).
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Exempt Indebtedness means any Indebtedness of any Person (other than the Account Party or any of its Affiliates) that is consolidated on the balance sheet of the Account Party and its consolidated Subsidiaries in accordance with GAAP (whether or not required to be so consolidated); provided that (a) at the time of the incurrence of such Indebtedness by such Person, the cash flows from the assets of such Person shall reasonably be expected by such Person to liquidate such Indebtedness and all other liabilities (contingent or otherwise) of such Person and (b) no portion of such Indebtedness of such Person shall be Guaranteed (other than by guarantees of the type referred to in clause (a) or (b) of the definition of the term Indebtedness) by, or shall be secured by a Lien on any assets owned by, the Account Party or any of its Subsidiaries and neither such Person nor any of the holders of such Indebtedness shall have any direct or indirect recourse to the Account Party or any of its Subsidiaries (other than in respect of liabilities and guarantees of the type referred to in clause (a) or (b) of the definition of the term Indebtedness);
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Exempt Indebtedness means any Indebtedness of any Person (other than SCA or any of its Affiliates) that is consolidated on the balance sheet of SCA and its consolidated Subsidiaries in accordance with GAAP (whether or not required to be so consolidated); PROVIDED that (a) at the time of the incurrence of such Indebtedness by such Person, the cash flows from the assets of such Person shall reasonably be expected by such Person to liquidate such Indebtedness and all other liabilities (contingent or otherwise) of such Person and (b) no portion of such Indebtedness of such Person shall be Guaranteed (other than guarantees of the type referred to in clause (a) or (b) of the definition of Indebtedness) by, or shall be secured by a Lien on any assets owned by, SCA or any of its Subsidiaries and neither such Person nor any of the holders of such Indebtedness shall have any direct or indirect recourse to SCA or any of its Subsidiaries (other than in respect of liabilities and guarantees of the type referred to in clause (a) or (b) of the definition of Indebtedness).
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Examples of Exempt Indebtedness in a sentence

  • Pendingapplication to such redemption, such moneys shall be not be invested at a yield exceeding the yield on the related Series of Secured Bonds unless the City shall have provided a Bond Counsel’s Opinion to the effect that investment of such moneys at a greater yield would not adversely affect the exclusion of interest on any Tax Exempt Indebtedness from gross income of the holder for federal income tax purposes.Section 504.

  • In addition, the City shall not take, or permit to be taken on its behalf, any action which would adversely affect the exclusion from federal gross income of the interest on any Series of Tax Exempt Indebtedness.

  • Pending application to such redemption, such moneys shall be not be invested at a yield exceeding the yield on the related Series of Secured Bonds unless the Authority shall have provided a Bond Counsel's Opinion to the effect that investment of such moneys at a greater yield would not adversely affect the exclusion of interest on any Tax Exempt Indebtedness from gross income of the holder for federal income tax purposes.

  • Any moneys transferred to the Redemption Account pending application to redemption of Secured Bonds which constitute Tax Exempt Indebtedness shall be invested at a yield not exceeding the yield on the Secured Bonds to be redeemed unless the Authority shall deliver a Bond Counsel's Opinion to the effect that investment of such moneys at a higher yield is permitted without adversely affecting the exclusion of interest on the Secured Bonds from gross income for federal income tax purposes.


More Definitions of Exempt Indebtedness

Exempt Indebtedness means Indebtedness or any portion thereof specifically incurred or to be incurred (in either instance, within 75 days of the Exempt Repurchase to which it relates) for the purpose of making an Exempt Repurchase, or a refinancing thereof.
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Exempt Indebtedness means, collectively (a) Indebtedness of a Subsidiary borrowed or able to be borrowed from the Borrower or another Subsidiary and (b) the first $100,000,000 of Indebtedness of the Borrower to be incurred or able to be incurred after the date hereof (other than any Indebtedness incurred or able to be incurred pursuant to the Existing Credit Agreements).
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Exempt Indebtedness means any Debt of any Person (other than the Borrower or any of its Affiliates) that is consolidated on the balance sheet of the Borrower and its consolidated Subsidiaries in accordance with GAAP (whether or not required to be so consolidated); provided that (a) at the time of incurrence of such Debt by such Person, the cash flows from the assets of such Person shall reasonably be expected by such Person to liquidate such Debt and all other liabilities (contingent or otherwise) of such Person and (b) no portion of such Debt of such Person shall be Guaranteed (other than guarantees of the type referred to in clause (i) and (ii) of the definition of Debt) by, or shall be secured by a Lien on any assets owned by the Borrower or any of its Subsidiaries and neither such Person nor any of the holders of such Debt shall have any direct or indirect recourse to the Borrower or any of its Subsidiaries (other than in respect of liabilities and guarantees of the type referred to in clause (i) or (ii) of the definition of Debt)." The parties to the Credit Agreement hereby agree that, effective as of the date hereof, Section 1.01 of the Credit Agreement is hereby amended by adding the following definition in proper alphabetical order therein:
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Exempt Indebtedness. Exempt Repurchases," "Initial Tender Period," "June Senior Debt Securities," "Operating Cash Flow," "Preferred Event Put Notice," "Preferred Event Redemption Date," "Preferred Event Redemption Price," "1992 Preferred Stock," "Preferred Stock Change of Control Event," "Preferred Stock Redemption Payment," "Principal Property," "Proposed Date," "Put Option Borrowing," "Put Option Redemption Date," "Put Option Redemption Price" "Put Option Stock Repurchase," "Put Option Transaction," "Put Option Transaction Date," "1998-1999 Share Repurchase Program," "Restricted Group," "Restricted Stock Purchase Agreement," "Restricted Payment," "Restricted Subsidiary," "Revolving Credit Agreement," "Stock Liquidation Agreement," "Tender Discharge Date," "Tender Period," "Total Interest Expense," and "Unrestricted Subsidiary."(4)
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Exempt Indebtedness. Restricted Group," "Restricted Subsidiary," "Revolving Credit Agreement." The following terms shall be added to this paragraph in the Supplemental Indenture for the 2006 Notes: "1994 Credit Facility," "1995 Credit Facility," "Exempt Repurchase Indebtedness," "Investment Grade Rated," "New Borrowing Group," and "Notes Restricted Group."
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Related to Exempt Indebtedness

  • Excluded Indebtedness means all Indebtedness not incurred in violation of Section 6.01.

  • Permitted Convertible Indebtedness means unsecured Indebtedness in the form of notes issued by the Borrower that (i) as of the date of issuance thereof contains terms, conditions, covenants, conversion or exchange rights, redemption rights and offer to repurchase rights, in each case, as are typical and customary for notes of such type, (ii) is convertible or exchangeable into a fixed number of shares of common stock of the Borrower (or Qualified Equity Interests following a merger event or other change of common stock of the Borrower), cash or a combination thereof (such amount of cash determined by reference to the price of the Borrower’s common stock or such Qualified Equity Interests), and cash in lieu of fractional shares of common stock of the Borrower, (iii) has a stated final maturity date that is no earlier than the date that is one hundred eighty (180) days after the Maturity Date (the “Earliest Date”), (iv) shall not be required to be repaid, prepaid, redeemed, repurchased or defeased (whether through scheduled amortization, principal payments, mandatory redemptions or payments of principal or otherwise), whether on one or more fixed dates, prior to the Earliest Date, except (x) upon the occurrence of an event of default, “fundamental change” or equivalent or (y) following the Borrower’s election to redeem such notes to the extent expressly permitted pursuant to Section 9.07(d) or as otherwise consented to by the Majority Lenders; provided that the right to convert such Indebtedness into Qualified Equity Interests, cash or any combination thereof shall not be deemed to violate this clause (iv), (v) is not supported by a Guaranty made or issued by any Subsidiary of the Borrower that is not an Obligor and (vi) does not provide for or require the payment of cash interest in excess of five and a half (5.5%) per annum2.

  • Acquisition Indebtedness any Indebtedness of the Company or any of its Subsidiaries that has been issued for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Company, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds thereof to the Company and its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Company and its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Permitted Indebtedness means, without duplication, each of the following:

  • Settlement Indebtedness means any payment or reimbursement obligation in respect of a Settlement Payment.

  • Permitted Secured Indebtedness any Secured Indebtedness that:

  • Related Indebtedness means any and all indebtedness paid or payable by Borrower to Administrative Agent or any Lender pursuant to any Loan Document other than any Note.

  • Adjusted Indebtedness means, at any date, the result of (a) Seller’s Indebtedness on such date, minus (b) the unpaid principal of Seller’s Subordinated Debt on such date (to the extent such Subordinated Debt is excluded from Seller’s Indebtedness in calculating Seller’s Adjusted Tangible Net Worth on such date in accordance with the definition thereof).

  • Recourse Indebtedness means Indebtedness that is not Non-Recourse Indebtedness; provided that personal recourse for Customary Recourse Exceptions shall not, by itself, cause such Indebtedness to be characterized as Recourse Indebtedness.

  • Nonrecourse Indebtedness means, with respect to a Person, an Extension of Credit or other Indebtedness in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, and other similar customary exceptions to recourse liability) is contractually limited to specific assets of such Person encumbered by a Lien securing such Extension of Credit or other Indebtedness.

  • Applicable Indebtedness has the meaning specified in the definition of “Weighted Average Life to Maturity.”

  • Balloon Indebtedness means Long-Term Indebtedness, 25% or more of the original principal amount of which becomes due (either by maturity or mandatory redemption) during any consecutive twelve-month period, if such principal amount becoming due is not required to be amortized below such percentage by mandatory redemption or prepayment prior to such twelve-month period.

  • 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).

  • Convertible Indebtedness means Indebtedness of the Parent that is convertible into common Equity Interests of the Parent (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common Equity Interests).

  • Unsecured Indebtedness means, with respect to any Person, all Indebtedness of such Person for borrowed money that does not constitute Secured Indebtedness.

  • Permitted Unsecured Indebtedness means Indebtedness of Holdings or the Borrower (a) that is not (and any Guarantees thereof by Subsidiaries or Holdings are not) secured by any collateral (including the Collateral), (b) that does not mature earlier than the Latest Maturity Date then in effect, and has a weighted average life to maturity no shorter than the Class of Term Loans with the Latest Maturity Date in effect at the time of incurrence of such Indebtedness, (c) that does not provide for any amortization, mandatory prepayment, redemption or repurchase (other than upon a change of control, fundamental change, customary asset sale or event of loss mandatory offers to purchase and customary acceleration rights after an event of default and, for the avoidance of doubt, rights to convert or exchange in the case of convertible or exchangeable Indebtedness) prior to the date that is the Latest Maturity Date then in effect, (d) that shall not include any financial maintenance covenants and applicable negative covenants shall be incurrence-based and that shall contain covenants, events of default and other terms that, when taken as a whole (other than interest rates, rate floors, fees and optional prepayment or redemption terms) are not materially more restrictive to Holdings and its Subsidiaries than, those set forth in the Loan Documents; provided, that, a Financial Officer of Holdings shall have delivered a certificate to the Administrative Agent at least two (2) Business Days prior to the incurrence of such Indebtedness or the modification, refinancing, refunding, renewal or extension thereof (or such shorter period of time as may reasonably be agreed by the Administrative Agent), together with a summary of the material terms and conditions of such resulting Indebtedness, stating that Holdings has determined in good faith that such material terms and conditions satisfy the requirements set forth in this clause (d), which determination shall be conclusive, and (e) that is not guaranteed by any Person other than on an unsecured basis by Holdings and Subsidiaries that are Subsidiary Loan Parties.

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

  • Subordinate Indebtedness means all present and future indebtedness, obligations, and liabilities of Borrower to Subordinate Lender under or in connection with the Subordinate Loan or the Subordinate Loan Documents.

  • Pledged Indebtedness means the Indebtedness evidenced by promissory notes and instruments listed on Schedule I hereto.

  • Secured Recourse Indebtedness means the portion of Secured Indebtedness that is not Non-Recourse Debt.

  • Designated Indebtedness means any Indebtedness that has been designated by the Borrower at the time of the incurrence thereof as “Designated Indebtedness” for purposes of this Agreement in accordance with the requirements of Section 6.01.

  • Permitted Subsidiary Indebtedness means any of the following:

  • Restricted Indebtedness means Indebtedness of the Borrower or any Subsidiary, the payment, prepayment, repurchase or defeasance of which is restricted under Section 6.09(b).

  • Second Lien Indebtedness means the Indebtedness of the Loan Parties owing to the Second Lien Agent and the Second Lien Lenders under the Second Lien Credit Agreement, which Indebtedness is on terms and conditions reasonably acceptable to the Collateral Agent.

  • Total Unsecured Indebtedness means, as of any date of determination, that portion of Total Indebtedness which does not constitute Total Secured Indebtedness.