Seller Subordinated Debt definition

Seller Subordinated Debt means unsecured indebtedness of the Company that:

Seller Subordinated Debt means Indebtedness of an Obligor to a seller in connection with any Permitted Acquisition which has been subordinated and made junior to the payment and performance in full in cash of the Obligations, and evidenced as such by a subordination agreement on terms and containing subordination provisions satisfactory to the Administrative Agent.

Seller Subordinated Debt means Debt of the Borrower Parties incurred in connection with any Permitted Acquisition and initially owing to the seller in such Permitted Acquisition; provided, that (a) such Debt shall be subordinated, pursuant to subordination provisions acceptable to the Agent in its sole discretion and such provisions shall be no less favorable to the Lenders than the subordination provisions of any existing subordinated debt, to the obligations of the Borrowers under this Agreement and the other Loan Documents, (b) such Debt shall mature no less than one hundred eighty (180) days after the Termination Date and shall have covenants no more restrictive than those set forth herein and (c) after giving effect to the incurrence of such Debt, no Default or Event of Default shall be in existence.

Examples of Seller Subordinated Debt in a sentence

• Subject to the foregoing, Seller Noteholder may accelerate the Seller Subordinated Debt upon the occurrence of (a) the acceleration of the Superior Debt; and (b) the filing of a petition under the Bankruptcy Code by Borrowers, or any of them; provided that such Seller Noteholder shall reverse such acceleration in the event that (i) the acceleration of the Superior Debt, or any portion thereof, is reversed or (ii) such petition is withdrawn.

• To the extent any amounts owing on the Seller Subordinated Debt are not paid as a result of the provisions of this Section 3 (the “Deferred Amount”), at such time as Borrowers are permitted to resume payments on the Seller Subordinated Debt, the Deferred Amount plus any interest owing as a result of the non-payment at the rate specified in the Seller Unsecured Subordinated Note shall be due and payable.

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• Upon indefeasible payment and satisfaction in full of all Superior Debt and termination of Senior Lenders’ obligation to make revolving loans under the Senior Agreement, Seller Noteholder shall be subrogated to the rights of Senior Lender and the Junior Lenders, in accordance with applicable equitable principles, to receive distributions with respect to the Superior Debt until Seller Subordinated Debt is paid in full.

• In the event of the failure of any holder of Seller Subordinated Debt to endorse or assign any such payment, distribution or security, Superior Lenders are hereby irrevocably authorized to endorse or assign the same.

More Definitions of Seller Subordinated Debt

Seller Subordinated Debt means all Indebtedness of the Loan Parties under the Seller Subordinated Note.

Seller Subordinated Debt means Indebtedness of a Borrower to a seller of assets or Equity Interests acquired pursuant to a Permitted Acquisition.

Seller Subordinated Debt means the Indebtedness evidenced by the Seller Subordinated Loan Documents.

Seller Subordinated Debt means any Debt of F.Y.I. (and not of any Subsidiary of F.Y.I.) which (a) is owed to a seller as part of the purchase consideration for a Permitted Acquisition, (b) is subordinated to the Obligations pursuant to a Subordination Agreement, (c) does not, when aggregated with the principal balance of all other Seller Subordinated Debt, exceed $10,000,000 in principal amount, (d) does not have an interest rate in excess of twelve percent (12%) per annum, and (e) is unsecured. Seller Subordinated Debt may be convertible into Capital Stock of F.Y.I.

Seller Subordinated Debt means Subordindated Debt issued to a seller in connection with an acquisition permitted under Section 8.4 of the Credit Agreement.

Seller Subordinated Debt means (i) indebtedness under the Seller Unsecured Subordinated Note, including, without limitation, principal, interest and other liabilities payable from time to time and similar obligations, premiums, penalties, fees, indemnities or expenses, and regardless of whether direct or indirect, now existing or hereafter arising, absolute or contingent, secured or unsecured, or long or short term, (ii) obligations arising under guarantees executed by the Borrowers or any of their Subsidiaries of items described in (i) above, and (iii) renewals, extensions, refundings, refinancings, deferrals, restructurings, amendments and modifications of the items described in (i) and/or (ii) above.

Seller Subordinated Debt shall have the meaning set forth in Section 1.2.A