Take Back Debt definition

Take Back Debt means, collectively (a) the Term Loan Take Back Debt and (b) the Delayed Draw Take Back Debt. “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. “Term Loan Take Back Debt” has the meaning assigned to such term in the Second Lien Facility as in effect on the date hereof, or as such Second Lien Facility is amended, restated, amended and restated, supplemented or otherwise modified in accordance with this Agreement and the Amended and Restated Intercreditor Agreement (or any other intercreditor agreement entered into pursuant to the terms of this Agreement). “Termination Date” means the earlier of the Maturity Date and the date of termination of the Commitments in accordance with the terms of this Agreement. “Total Assets” shall mean, as of any date of determination with respect to any Person, the amount that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a balance sheet of such Person at such date. “Total Debt” means, at any date, all Indebtedness of the Borrower and the Consolidated Restricted Subsidiaries on a consolidated basis, excluding contingent obligations arising under FASB ASC 815; provided that net Swap Obligations to the extent such obligations are due and payable and not paid on such date shall constitute Total Debt. “Transactions” means, with respect to (a) the Borrower, the execution, delivery and performance by the Borrower of this Agreement, each other Loan Document to which it is a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, the Borrower’s grant of the security interests and provision of Collateral under the Security Instruments and Borrower’s grant of Liens on Mortgaged Properties (if applicable) and other Properties pursuant to the Security Instruments and (b) each Loan Party, the execution, delivery and performance by such Loan Party of each Loan Document to which it is a party, the guaranteeing of the Secured Obligations and the other obligations under the Security Agreement by such Loan Party and (c) each Loan Party, such Loan Party’s grant of the security interests and provision of Collateral under the Security Instruments, and the grant of Liens by such Loan Party...
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Examples of Take Back Debt in a sentence

  • Notwithstanding anything herein to the contrary, the Lenders shall agree not to sell or assign the Delayed Draw Take Back Debt until the earlier to occur of (i) the Borrower providing consent to such sale or assignment, (ii) two (2) years after the date of the Delayed Draw Term Loans Conversion, and (iii) the Delayed Draw Term Loan Maturity Date.

  • In connection with any Lender Conversion, the parties, as promptly as reasonably practicable after the Conversion Date, will execute and deliver a credit agreement having the terms for the Term Loan Take Back Debt or the Delayed Draw Take Back Debt, as applicable, specified in Section 11.01(b) or 11.02(b), as applicable.

  • Notwithstanding anything herein to the contrary, the Lenders shall agree not to sell or assign the Term Loan Take Back Debt until the earlier to occur of (i) the Borrower providing consent to such sale or assignment, (ii) two (2) years after the date of the Term Loan Conversion, and (iii) the Term Loan Maturity Date.

Related to Take Back Debt

  • Project Finance Indebtedness means any present or future indebtedness incurred to finance the ownership, acquisition, development and/or operation of an asset, whether or not an asset of a member of the Group:

  • Acquisition Debt means any Indebtedness for Borrowed Money of the Borrower 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 for Borrowed Money of the Borrower, any of its Subsidiaries or the Person(s) or assets to be acquired); provided that (a)(i) the release of the proceeds thereof to the Borrower and its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held pursuant to an escrow or similar arrangement and (ii) 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 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 for Borrowed Money, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and its Subsidiaries in respect of such Indebtedness for Borrowed Money or (b)(i) such Indebtedness for Borrowed Money contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness for Borrowed Money to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness for Borrowed Money, and (ii) 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 for Borrowed Money, such Indebtedness for Borrowed Money is so redeemed or prepaid within ninety (90) days of such termination or such specified date, as the case may be.

  • Long-Term Indebtedness means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

  • Permitted Subsidiary Indebtedness means any of the following:

  • Intercompany Indebtedness means Indebtedness of Company or any of its Subsidiaries which is owing to Company or any of its Subsidiaries.