Subordinate Liabilities definition

Subordinate Liabilities means all indebtedness of the Borrower to the Subordinated Creditors for (a) principal of and interest on the Subordinated Notes, together with any prepayment fees or premiums under the Subordinated Notes and (b) any and all other indebtedness, liabilities or obligations of any kind or nature of the Borrower, direct or indirect, contingent or non-contingent, now existing or hereafter arising or incurred or now or hereafter due and owing to any Subordinated Creditor under or with respect to the Subordinated Notes and/or the Subordinated Purchase Agreement, including without limitation fees, expenses, costs, and post-petition interest in bankruptcy.
Sample 1
Subordinate Liabilities means all Indebtedness of Borrower to Lender for (a) principal of and interest on the Notes, together with any fees or premiums under the Notes or this Agreement, and (b) all other indebtedness or liabilities of Borrower , direct or indirect, contingent or noncontingent, now existing or hereafter incurred or now or hereafter due and owing to Lender under or with respect to the Notes or this Agreement, including fees, expenses, costs, and post-petition interest in bankruptcy.
Sample 1
Subordinate Liabilities means all indebtedness of the Company to the Subordinated Creditors for (a) principal of and interest on the Notes, together with any prepayment fees or premiums under the Notes, and (b) all other indebtedness or liabilities of the Company, direct or indirect, contingent or noncontingent, now existing or hereafter incurred or now or hereafter due and owing to the Subordinated Creditors under or with respect to the Notes or the Purchase Agreement, including fees, reimbursement obligations, expenses, costs, and post-petition interest in bankruptcy.
Sample 1

Examples of Subordinate Liabilities in a sentence

  • Sales to customers outside of North America accounted for 52% and 56.9% of net revenues for the years ended December 31, 2020 and 2019, and we expect that international sales will continue to represent a material portion of our total revenues.

  • Each holder of Subordinate Liabilities waives any and all notice (except notices specifically provided for herein) of the creation or modification of any Senior Obligations and notice of or proof of reliance by the holders of Senior Obligations upon the subordination provided for herein.

  • Stuart Person, Evidence, Meeting No. 38, 40th Parliament, 3rd Session, Ottawa, November 23, 2010, 0910.

  • So long as a Senior Event of Default has occurred and is continuing under circumstances in which Sections 2.2 and 2.3 are not applicable, and after written notice by the Senior Lender to the Subordinated Creditors, no Subordinated Creditor shall be entitled to receive or retain any direct or indirect payment (in cash, property, by set-off or otherwise) on or with respect to the Subordinate Liabilities.

  • Notwithstanding the foregoing restriction and anything else contained herein to the contrary, the Company may make any and all regularly scheduled payments of interest on the Subordinate Liabilities, so long as, but only so long as, the Company is then in compliance with each of the conditions for payment set forth on Exhibit B and each of the other terms of this Subordination Agreement.

  • Xxxxxxxx EXHIBIT A ACKNOWLEDGMENT The undersigned purchaser, assignee, or transferee of the Subordinate Liabilities described in Schedule 1 attached hereto, hereby acknowledges the terms of this Intercreditor and Subordination Agreement and the subordination provided for herein and agrees to be bound by all of the terms hereof.

  • EXHIBIT B Permitted Payments on Subordinate Liabilities The Company shall be permitted to make scheduled payments on the Subordinate Liabilities so long as the Company shall be in full compliance with each of the conditions set forth in this Exhibit B and each of the other terms of this Subordination Agreement.

  • The failure to make a payment of principal of, interest on, or fees, costs or expenses relative to any of the Subordinate Liabilities by reason of any provision of this Agreement shall not be construed as preventing the occurrence of a default or event of default with respect to such Subordinate Liabilities.

  • So long as any Senior Obligations are outstanding, Lender agrees, for itself and each future holder of the Subordinate Liabilities, that the Subordinate Liabilities are and shall be expressly subordinate and junior in right of payment and exercise of remedies to all Senior Obligations in the manner and solely to the extent set forth in this Article VI.

  • The provisions of this Agreement are solely for the purposes of defining the relative rights of the holders of Senior Obligations on the one hand and the holders of Subordinate Liabilities on the other hand, with respect to the enforcement of rights and remedies and priority of payment of the various obligations of the Company to each of them.


More Definitions of Subordinate Liabilities

Subordinate Liabilities means all indebtedness of the Company to the Junior Lender for principal, interest, fees, indemnities, expenses and costs (including collection costs and expenses and post-petition interest in bankruptcy) or other amounts, including amounts advanced to protect the liens and security interests of the Junior Lender as provided under the Loan Agreement, direct or indirect, contingent or noncontingent, secured or unsecured, now existing or hereafter incurred or now or hereafter due and owing, pursuant to the terms of the Loan Agreement.
Sample 1
Subordinate Liabilities set forth in the Intercreditor Agreement is hereby amended and restated in its entirety as follows:
Sample 1
Subordinate Liabilities means (a) all indebtedness of the Company to the Subordinated Creditor for principal of and interest on the Notes, together with any prepayment fees or premiums under the Notes, (b) all indebtedness of LTHI to the Subordinated Creditor for principal of and interest on the Bridge Notes, together with any prepayment fees or premiums under the Bridge Notes, (c) all indebtedness of the Dutch Subsidiary to the Subordinated Creditor under the Dutch Guarantee, and (d) all other indebtedness or liabilities of the Borrowers, direct or indirect, contingent or noncontingent, now existing or hereafter incurred or now or hereafter due and owing to the Subordinated Creditor under or with respect to the Notes, the Dutch Guarantee or the Purchase Agreement or otherwise, including fees, reimbursement obligations, expenses, costs, and post- petition interest in bankruptcy."
Sample 1
Subordinate Liabilities means collectively all Liabilities now existing and hereafter arising to the Shareholder-Creditor from the Company including, but not limited to, the existing Subordinate Liabilities set forth on Exhibit A attached hereto; providing, however, the foregoing does not constitute a consent by the Senior Banks to any such future indebtedness.
Sample 1
Subordinate Liabilities means all indebtedness of the Company to the Junior Subordinated Creditors for (a) principal of and interest on the Junior Subordinated Notes, together with any prepayment fees or premiums under the Junior Subordinated Notes, including without limitation any Make-Whole Amount (as such term is defined in the Junior Subordinated Purchase Agreement) and (b) any and all other indebtedness, liabilities or obligations of any kind or nature of the Company, direct or indirect, contingent or non-contingent, now existing or hereafter arising or incurred or now or hereafter due and owing to any Subordinated Creditor under or with respect to the Junior Subordinated Notes and/or the Junior Subordinated Purchase Agreement, including without limitation fees, expenses, costs, and post-petition interest in bankruptcy.
Sample 1

Related to Subordinate Liabilities

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Subordinated Liabilities means liabilities subordinated to the Borrower’s obligations to the Bank in a manner acceptable to the Bank in its sole discretion.

  • Proportionate Liability means the proportion of any judgment that, had the Settling Defendants not settled, the Ontario Court or Quebec Court, as applicable, would have apportioned to the Releasees.

  • Subordinate Obligations means, collectively, the Subordinate Notes and any Other Subordinate Obligations.

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

  • Senior Liabilities means the Senior Lender Liabilities and the Hedging Liabilities.

  • Senior Higher Priority Liabilities means any obligations in respect of principal of the Issuer under any Notes and any other unsecured and unsubordinated obligations (créditos ordinarios) of the Issuer, other than the Senior Non Preferred Liabilities; and

  • Subordinated Claims means the aggregate amount of all claims admitted in the winding up or dissolution of the Issuer which rank, or are expressed to rank, junior to claims in respect of the Senior Non-Preferred Notes or other Senior Non-Preferred Claims, including (without limitation) (i) claims of creditors in respect of the Subordinated Notes and (ii) the obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 2 Capital, Additional Tier 1 Capital or CET1 Capital, including, for the avoidance of doubt, all claims in respect of Deferred Shares.

  • Other Liabilities means any obligation on account of (a) any Cash Management Services furnished to any of the Loan Parties or any of their Subsidiaries and/or (b) any Bank Product furnished to any of the Loan Parties and/or any of their Subsidiaries.

  • Maximum Liability has the meaning assigned to such term in Section 10.10.

  • Hedge Liabilities shall have the meaning provided in the definition of “Lender-Provided Interest Rate Hedge”.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Excluded Hedge Liability or Liabilities means, with respect to each Borrower and Guarantor, each of its Swap Obligations if, and only to the extent that, all or any portion of this Agreement or any Other Document that relates to such Swap Obligation is or becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such Borrower’s and/or Guarantor’s failure to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap. Notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or any Other Document, the foregoing is subject to the following provisos: (a) if a Swap Obligation arises under a master agreement governing more than one Swap, this definition shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by such Borrower or Guarantor for any reason to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap; (b) if a guarantee of a Swap Obligation would cause such obligation to be an Excluded Hedge Liability but the grant of a security interest would not cause such obligation to be an Excluded Hedge Liability, such Swap Obligation shall constitute an Excluded Hedge Liability for purposes of the guaranty but not for purposes of the grant of the security interest; and (c) if there is more than one Borrower or Guarantor executing this Agreement or the Other Documents and a Swap Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not all of them, the definition of Excluded Hedge Liability or Liabilities with respect to each such Person shall only be deemed applicable to (i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect to such Person, and (ii) the particular Person with respect to which such Swap Obligations constitute Excluded Hedge Liabilities.

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;

  • Hedging Liabilities means the Liabilities owed by any Debtor to the Hedge Counterparties under or in connection with the Hedging Agreements.

  • Liabilities means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

  • Environmental Costs and Liabilities means any and all losses, liabilities, obligations, damages, fines, penalties, judgments, actions, claims, costs and expenses (including, without limitation, fees, disbursements and expenses of legal counsel, experts, engineers and consultants and the costs of investigation and feasibility studies and remedial activities) arising from or under any Environmental Law or order or contract with any Governmental Authority or any other Person.

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Environmental Liabilities and Costs means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Liabilities and Costs means all claims, judgments, liabilities, obligations, responsibilities, losses, damages (including lost profits), punitive or treble damages, costs, disbursements and expenses (including, without limitation, reasonable attorneys’, experts’ and consulting fees and costs of investigation and feasibility studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future.

  • Safety Obligations means all applicable obligations concerning health and safety (including any duty of care arising at common law, and any obligation arising under statute, statutory instrument or mandatory code of practice) in Great Britain;

  • DIP Obligations means “DIP Obligations” as defined in the DIP Order.