Guarantor Indebtedness means as of any date of determination, (A) the sum, without duplication of Permitted Guarantor Indebtedness and Ratio Guarantor Indebtedness, in each case as of such date (excluding (i) Hedging Obligations and (ii) any revolving Indebtedness Incurred pursuant to Section 4.04 in an amount not to exceed the greater of (x) $950 million and (y) 33.3% L2QA Pro Forma EBITDA), less (B) the aggregate amount of cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries on a consolidated basis on any date of determination.
Guarantor Indebtedness means as of any date of determination, (A) the sum, without duplication of Permitted Guarantor Indebtedness and Ratio Guarantor Indebtedness, in each case as of such date (excluding (i) Hedging Obligations and (ii) any revolving Indebtedness Incurred pursuant to Section 4.04 in an amount not to exceed the greater of (x) $1,385 million and (y) 33.3% L2QA Pro Forma EBITDA), less (B) the aggregate amount of cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries on a consolidated basis on any date of determination.
Guarantor Indebtedness. Any and all Indebtedness of Seller, Pledgor, Guarantor or any other Person specified under the Repurchase Documents to Buyer, the Indemnified Persons and any other Person specified under the Repurchase Documents in connection with the Repurchase Documents, including, but not limited to, the aggregate Repurchase Price outstanding, the aggregate Price Differential outstanding, all other Repurchase Obligations outstanding, and amounts that would be owed by Seller, Pledgor, Guarantor or any other Person to Buyer or any Indemnified Person but for the fact that they are unenforceable or not allowable, including due to any Insolvency Event of Seller, in each case of such Guarantor Indebtedness, howsoever created, arising, incurred, acquired or evidenced, whether existing now or arising hereafter, as such Guarantor Indebtedness may be amended, modified, extended, renewed or replaced from time to time.
Examples of Guarantor Indebtedness in a sentence
Neither the Borrower nor any Guarantor will make any amendment or modification to the subordination provisions of any indenture, note or other agreement evidencing or governing (i) as to the Borrower, any Subordinated Indebtedness, and (ii) as to any Guarantor, Indebtedness that has been subordinated to Guarantor’s obligations under the Guaranty.
The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Guarantor Indebtedness which may at any time be held by it, to the same extent as any other holder of Senior Guarantor Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.
For the avoidance of doubt, in determining the Guarantor Indebtedness Ratio, no cash or Cash Equivalents shall be included that are the proceeds of Indebtedness in respect of which the calculation of the Guarantor Indebtedness Ratio is to be made.
With respect to the holders of Senior Guarantor Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of Senior Guarantor Indebtedness shall be read into this Article against the Trustee.
The Indebtedness evidenced by these Guarantees is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Guarantor Indebtedness, whether outstanding on the date of the Indenture or thereafter, and the Guarantees are issued subject to such provisions.
More Definitions of Guarantor Indebtedness
Guarantor Indebtedness means all indebtedness and other amounts at any time to be paid by the Borrower or any Obligor (as defined in the Credit Agreement) or any affiliate of any thereof to the Guarantor.
Guarantor Indebtedness. Any and all Indebtedness of Seller, Guarantor or any other Person specified under the Transaction Documents to Buyer, the Indemnified Parties and any other Person specified under the Transaction Documents in connection with the Transaction Documents, including, but not limited to, the aggregate Repurchase Price outstanding, the aggregate Price Differential outstanding, all other Repurchase Obligations outstanding, and amounts that would be owed by Seller, Guarantor or any other Person to Buyer or any Indemnified Parties but for the fact that they are unenforceable or not allowable, including due to any Act of Insolvency of Seller, in each case of such Guarantor Indebtedness, howsoever created, arising, incurred, acquired or evidenced, whether existing now or arising hereafter, as such Guarantor Indebtedness may be amended, modified, extended, renewed or replaced from time to time.
Guarantor Indebtedness means as of any date of determination, (A) the sum, without duplication of Permitted Guarantor Indebtedness and Ratio Guarantor Indebtedness, in each case as of such date, less (B) the aggregate amount of cash and Cash Equivalents of the Borrower and the Restricted Subsidiaries on a consolidated basis on any date of determination.
Guarantor Indebtedness means as of any date of determination, (A) the sum, without duplication of Permitted Guarantor Indebtedness and Ratio Guarantor Indebtedness, in each case as of such date, less (B) the aggregate amount of cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries on a consolidated basis on any date of determination.
Guarantor Indebtedness means, for any Guarantor, without duplication: (a) obligations created, issued or incurred by such Guarantor for borrowed money (whether by loan, advance, the issuance and sale of debt securities or the sale of property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such property from such Person); (b) obligations of such Guarantor to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business; (c) capital lease obligations of such Guarantor; (d) obligations of such Guarantor in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Guarantor; (e) Indebtedness of others secured by a Lien on the property of such Guarantor, whether or not the respective indebtedness so secured has been assumed by such Guarantor; and (f) Indebtedness of others Guaranteed by such Guarantor. Guarantor Indebtedness, however, excludes guaranties made by a Guarantor for which recourse under such guaranty is limited to securities of such Guarantor's portfolio companies or their affiliates (together with replacements for such securities, dividends or other amounts paid on account of such securities, property exchanged or received for such securities, or the proceeds from the sale thereof).
Guarantor Indebtedness means all Indebtedness of the Guarantor, except any (i) Indebtedness which is by its terms pari passu with the Bonds; (ii) Indebtedness owed to a Subsidiary or Affiliate of the Guarantor; and (iii) guarantees by the Guarantor in respect of share capital issued by Subsidiaries of the Guarantor. Guarantor Indebtedness does not include shares of the Guarantor’s capital stock or warrants, options or rights to acquire shares of the Guarantor’s capital stock.
Guarantor Indebtedness of any Guarantor means (i) all indebtedness of such Guarantor for borrowed money or for the deferred purchase price of Property or services (including reimbursement and all other obligations with respect to surety bonds, letters of credit and bankers’ acceptances, whether or not matured, but not including obligations to trade creditors and accrued expenses incurred in the ordinary course of business), (ii) all obligations of such Guarantor evidenced by notes, bonds, debentures or similar instruments, (iii) all indebtedness created or arising under any conditional sale or other title retention agreements with respect to Property acquired by such Guarantor (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), (iv) all obligations under capital leases of such Guarantor, (v) all Guarantor Indebtedness guaranteed by such Guarantor to the extent of such guarantee, and (vi) all Guarantor Indebtedness referred to in clause (i), (ii), (iii), (iv) or (v) above secured by (or for which the holder of such Guarantor Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in Property (including accounts and contract rights) owned by such Guarantor, even though such Guarantor has not assumed or become liable for the payment of such Guarantor Indebtedness, but only to the extent of the value of the Property; provided, that all references to “Guarantor Indebtedness” shall not include any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or derivative agreement of any Guarantor.