Qualified Indebtedness any Indebtedness of a Qualified Parent Company (a) which is not held by any member of the CCI Group and (b) to the extent that the Net Cash Proceeds thereof, if any, are or were used for the (i) payment of interest of or principal (or premium) on any Qualified Indebtedness (including (A) by way of a tender, redemption or prepayment of such Qualified Indebtedness and (B) amounts set aside to prefund any such payment), (ii) direct or indirect Investment in the Borrower or any of its Subsidiaries engaged substantially in businesses of the type described in Section 7.14(a), (iii) payment of management fees (to the extent the Borrower would be permitted to pay such fees under Section 7.8(c)), (iv) payment of amounts that would be permitted to be paid by way of a Restricted Payment under Section 7.6(g) (including the expenses of any exchange transaction) or (v) payment of amounts required to acquire assets which were contributed to the capital of the Borrower or any of its Subsidiaries for use in a Permitted Line of Business; provided that to the extent (A) any Indebtedness of a Qualified Parent Company is issued in exchange for or in payment of interest on Qualified Indebtedness or (B) any assets are acquired in any acquisition by a Qualified Parent Company referred to in clause (v) are contributed to the capital of the Borrower or any Subsidiary, the “Net Cash Proceeds” of such Indebtedness issued, or any Indebtedness assumed by such Qualified Parent Company in connection with such acquisition, shall be deemed to have been applied to pay the principal or interest on Qualified Indebtedness or to acquire such assets for purposes of such requirement, as the case may be. For purposes of this definition, all Indebtedness of a Qualified Parent Company outstanding on the Restatement Effective Date shall be deemed to be Qualified Indebtedness.
Qualified Indebtedness means Indebtedness of the Borrower (which may be guaranteed on a subordinated basis by any of the Subsidiary Guarantors pursuant to subordination provisions that are not materially less favorable to the Lenders than those applicable to the guarantees of the Existing Senior Notes); provided that (i) no portion of such Indebtedness matures prior to the 91st day following the final scheduled maturity of the Loans outstanding at the time such Indebtedness is incurred, (ii) the documentation governing such Indebtedness does not require the repurchase or repayment of such Indebtedness prior to the final maturity thereof except pursuant to a “change of control” or asset sale, (iii) either such Indebtedness is (x) unsecured or (y) to the extent after giving effect to the Incurrence of such Indebtedness and the use of proceeds therefrom on a Pro Forma Basis, the Senior Secured Leverage Ratio as of the last day of the most recent Test Period for which financial statements are available pursuant to Section 9.01(b) or (c) would have been less than or equal to 3.75 to 1.00, secured solely by Liens on the Collateral of the Credit Parties to the extent such Indebtedness constitutes “Notes Obligations” under the Intercreditor Agreement and (iv) the other terms of such Indebtedness are on market terms as determined in good faith by the Borrower.
Qualified Indebtedness means Pari Passu Indebtedness that is not evidenced by any certificate, instrument, note or other agreement that, directly or indirectly, permits or requires such Indebtedness to be convertible into or exercisable or exchangeable for Common Stock (other than Options that may be issued by the Company to the holder(s) of such Indebtedness, the value of which does not exceed 10% of the principal amount of Indebtedness so incurred, as determined using the Black-Scholes valuation methodology).
Examples of Qualified Indebtedness in a sentence
Qualified Indebtedness shall not include any indebtedness that provides for a premium on repayment or prepayment (i.e., beyond a commercially reasonable interest rate) or that is issued in tandem with any equity securities (or Options or Convertible Securities (as defined below) therefor) unless the same would be junior in right of payment, dividend rights and redemption rights to the Series D Preferred Stock.
The Qualified Indebtedness COD Income Recognition Exception Under Section 108(a)(2), the qualified indebtedness exception does not apply: 1.
Complete attached Supplemental Scheduleof Qualified Indebtedness, as defined in the 2019 Program guidelines.
The Consideration and the Cash Payment paid at Closing shall be increased or decreased, as applicable, by the amount of any differences between $37,000,000 and the actual amount of Qualified Indebtedness on the Closing Date.
The Partnership shall assume from Montierra all of Montierra’s obligations to satisfy the Qualified Indebtedness, and Contributee hereby covenants to satisfy, or cause the Partnership to satisfy, in full the Qualified Indebtedness immediately following Closing.
More Definitions of Qualified Indebtedness
Qualified Indebtedness. (a) with respect to a Qualified Parent Company, any Indebtedness (i) which is issued in a Rule 144A private placement or registered public offering, (ii) which is not held by any Affiliate of the Borrower and (iii) as to which 100% of the Net Cash Proceeds thereof are used by such Qualified Parent Company to make Investments in one or more of its Subsidiaries engaged substantially in businesses of the type described in Section 7.14(a) and/or to refinance other Qualified Indebtedness or Indebtedness of the Borrower and (b) with respect to an Affiliate of the Borrower, any Indebtedness as to which 100% of the Net Cash Proceeds thereof were contributed to the Borrower.
Qualified Indebtedness means, with respect to a specific qualified
Qualified Indebtedness any Indebtedness of a Qualified Parent Company (a) which is not held by any member of the CCI Group and (b) to the extent that the Net Cash Proceeds thereof, if any, are or were used for the (i) payment of interest of or principal (or premium) on any Qualified Indebtedness (including (A) by way of a tender, redemption or prepayment of such Qualified Indebtedness and (B) amounts set aside to prefund any such payment), (ii) direct or indirect Investment in the Borrower or any of its Subsidiaries engaged substantially in businesses of the type described in Section 7.14(a), (iii) payment of management fees (to the extent the Borrower would be permitted to pay such fees under Section 7.8(c)) and (iv) payment of amounts that would be permitted to be paid by way of a Restricted Payment under Section 7.6(g) (including the expenses of any exchange transaction). For purposes of this definition, all Indebtedness of a Qualified Parent Company outstanding on the Restatement Effective Date and all subsequent accretion of principal thereon shall be deemed to be Qualified Indebtedness.
Qualified Indebtedness means Indebtedness of the U.S. Borrower (which may be guaranteed on a subordinated basis by any of the U.S. Subsidiary Guarantors pursuant to subordination provisions that are not materially less favorable to the Lenders than those applicable to the guarantees of the Existing Senior Notes); provided that (i) no portion of such Indebtedness matures prior to the 91st day following the final scheduled maturity of the Term Loans outstanding at the time such Indebtedness is incurred, (ii) the documentation governing such Indebtedness does not require the repurchase or repayment of such Indebtedness prior to the final maturity thereof except pursuant to a “change of control” or asset sale, (iii) either such Indebtedness is (x) unsecured or (y) to the extent after giving effect to the Incurrence of such Indebtedness and the use of proceeds therefrom, the Senior Secured Leverage Ratio as of the last day of the most recent Test Period for which financial statements are available pursuant to Section 8.01(a) or (b) would have been less than or equal to 3.75 to 1.00 on a Pro Forma Basis, secured solely by Liens on the Collateral of the U.S. Credit Parties to the extent such Indebtedness constitutes “Notes Obligations” under the Intercreditor Agreement and (iv) the other terms of such Indebtedness are on market terms as determined in good faith by the U.S. Borrower.
Qualified Indebtedness. (a) with respect to a Qualified Parent Company, any Indebtedness (i) which is issued in a Rule 144A private placement or registered public offering, (ii) which is not held by any Affiliate of the Borrower and (iii) as to which 100% of the Net Cash Proceeds thereof are used by such Qualified Parent Company to make Investments in one or more of its Subsidiaries engaged substantially in businesses of the type described in Section 7.14(a) and/or to refinance (x) other Qualified Indebtedness or (y) Indebtedness of the Borrower; and (b) with respect to an Affiliate of the Borrower, any Indebtedness as to which 100% of the Net Cash Proceeds thereof were contributed to the Borrower. Notwithstanding anything to the contrary in this definition, "Qualified Indebtedness" shall in any event include the 11-7/8% Senior Discount Notes due 2008 issued by CCV Holdings LLC and outstanding as of the Restatement Effective Date.
Qualified Indebtedness means Indebtedness related to or outstanding pursuant to any (x) senior debt securities of the Borrower or any Subsidiary Guarantor issued in capital markets transactions or (y) senior credit facilities of the Borrower or any Subsidiary Guarantor, which, for the avoidance of doubt shall include the Existing Credit Agreement and the Bridge Facility.
Qualified Indebtedness means Indebtedness that (i) is not subject to any Guarantee by any Person other than a Loan Party and shall be guaranteed on a pari passu basis with the Obligations, (ii) if secured, the obligations in respect thereof shall not be secured by a Lien on any asset of the Company or any Restricted Subsidiary other than any asset constituting Collateral, (iii) if secured, the security agreements relating to such Indebtedness shall be no more restrictive, taken as a whole, than the Security Documents, (iv) is subject to covenants, defaults and similar provisions that are not more restrictive, taken as a whole, than market terms of agreements governing comparable Indebtedness of similar companies at the time such Indebtedness is incurred and do not violate any provisions of this Agreement (provided that a certificate of a Financial Officer of the Compay delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Company has determined in good faith that such covenants, defaults and similar provisions satisfy the requirement set out in this clause (iv), shall be conclusive evidence that such covenants, defaults and similar provisions satisfy such requirement unless the Administrative Agent provides notice to the Company of its objection during such five (5) Business Day period (including a reasonable description of the basis upon which it objects), (v) such Indebtedness does not mature on or prior to the date occurring 91 days after the Latest Maturity Date and (vi) such Indebtedness does not have scheduled amortization payments in excess of 1% per year.