Take-Out Notes definition

Take-Out Notes means any debt securities issued to refinance all or any portion of the Indebtedness incurred under the Bridge Loan Documents.
Sample 1Sample 2
Take-Out Notes has the meaning set forth in Section 5.09.
Sample 1
Take-Out Notes means the Take-Out Notes issued under a Take-Out Note Indenture pursuant to Clause 39.2 (Option to Exchange).
Sample 1

Examples of Take-Out Notes in a sentence

  • The Sellers agree that GeoBio and/or Magna are hereby indemnified by the Sellers from any liability, damages and expenses arising in connection with Magna’ federal and state income tax returns for 2009 and prior years and for subsequent periods due or coming due prior to the retirement of the Take-Out Notes that are affected by the results of any IRS review.

  • Within the times and in the manner prescribed by law, Magna will file all federal, state, and local tax returns required by law, and pay any and all taxes due, for periods prior to the January 1, 2010 and for subsequent periods due or coming due prior to the retirement of the Take-Out Notes.

  • Such Liabilities shall not substantially change between the Closing and the retirement of the Take-Out Notes, and shall only change due to budget or expense variations occurring in the ordinary course of business which Working Capital amount shall not substantially change (“substantially” for these purposes meaning by greater than 10%).

  • The Sellers agree to prepare and file Magna’s final LLC tax return for the period January 1, 2010 and for subsequent periods due or coming due prior to the retirement of the Take-Out Notes, and pay any and all taxes due, and shall furnish a copy thereof to GeoBio upon filing the same with the IRS and other taxing authorities.

  • Additionally, upon retirement of the Take-Out Notes, all Members and Managers of the corporate entity, Magna Energy Services LLC, shall appoint GeoBio’s designee as Manager of the corporate entity, Magna Energy Services LLC, and shall resign Members and/or Manages thereof.

  • Subsequent to the Closing but prior to, and as a condition of, the retirement of the Take-Out Notes, GeoBio shall have received the results of environmental surveys of the assets, operations and/or rental of personal properties of Magna including a “Phase I” Environmental Survey, as required by federal, state and local regulations, and GeoBio shall be satisfied with, and approve of, the results thereof.

  • The Company and Big Flower each agree that upon written request (a "Request") from the Take-Out Banks made at any time after March 31, 2000 and prior to the payment in full of the Loans, the Company and/or Big Flower, as applicable, will take all actions reasonably requested, to the extent within its power, so that the Take-Out Banks can, as soon as reasonably practicable after such Request, publicly sell or privately place the Demand Take-Out Notes (the "Initial Request Date").

  • To the extent that the verifiable 12-month trailing EBITDA upon the date of the Maturity Date (defined in Section 1.01(a), below) is lower than Magna’s Stated 12-Month EBITDA by more than ten percent (10%), the Purchase Price Consideration (the principal plus interest of the Take-Out Notes) shall be adjustable downward proportionally to the EBITDA short-fall, subject to the EBITDA Adjustment, as set forth in Section 1.01, and/or Termination, as set forth in Section 6.02, below.

  • At the Closing, one hundred percent (100%) of all of the outstanding Equity Interests shall be transferred to the Escrow Agent for the benefit of GeoBio, and unconditionally released by the Escrow Agent to GeoBio upon GeoBio’s retirement of the Take-Out Notes.

  • Upon retirement of the Take-Out Notes, the current key managers not continuing with Employment Agreements, including but not limited to Xxxx Xxxxx and Xxxxx Xxxxxxxx, shall submit to GeoBio their written resignations to from their positions at Magna.


More Definitions of Take-Out Notes

Take-Out Notes means senior subordinated debentures or notes issued by the Company after the date hereof (i) having terms (other than as to pricing and subordination) not materially more restrictive with respect to the Guarantor and its Subsidiaries than those terms contained in the Indenture (2005), (ii) having subordination terms not materially less favorable to the Lenders than those contained in the Indenture (2005), (iii) in an aggregate principal amount not exceeding $150,000,000 at any one time outstanding, (iv) maturing not earlier than ten years from the date hereof and (v) having a cash interest rate or coupon of not more than 10% per CREDIT AGREEMENT annum; the proceeds of which shall be used to prepay the Loans in accordance with Section 2.10(c) hereof.
Sample 1
Take-Out Notes means unsecured notes or debentures of the Borrower yielding aggregate Net Proceeds not exceeding $1,750,000,000, that may be issued by the Borrower after the Effective Date to refinance Indebtedness outstanding under this Agreement.
Sample 1
Take-Out Notes means unsecured notes or debentures of the Borrower, that may be issued by the Borrower after the Closing Date to refinance Indebtedness outstanding under this Credit Agreement.
Sample 1
Take-Out Notes means the senior subordinated debt securities of TTII the proceeds from the issuance of which are concurrently used to redeem the Notes in accordance with the terms of the Notes Purchase Agreement.
Sample 1
Take-Out Notes means senior notes of the Company issued under an indenture substantially similar to the Indenture the proceeds of which shall be used to repay the Initial Notes in whole or in part, which Take-Out Notes shall be guaranteed by each entity that guarantees the Initial Loan; provided that the Take-Out Notes shall not be secured by any property or assets of the Company and its Subsidiaries unless the proceeds thereof are used to repay the Initial Notes in full.
Sample 1

Related to Take-Out Notes

  • Equipment Notes means, at any time, the Series A Equipment Notes, the Series B Equipment Notes and the Series C Equipment Notes, collectively, and in each case, any Equipment Notes issued in exchange therefor or replacement thereof pursuant to the terms of the Indentures.

  • Company Notes means the 5.500% Senior Notes of the Company due 2027 issued under the Indenture.

  • Refinancing Equipment Notes and “Refinancing Trust” shall have the respective meanings assigned to such terms in the Intercreditor Agreement.

  • Intercompany Notes means, with respect to each Pledgor, all intercompany notes described in Schedule 11 to the Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.

  • Replacement Notes means Notes issued to the Beneficial Owners of the Notes in accordance with Article II hereof.

  • Seller Notes means the series of unsecured, subordinated promissory notes in the initial aggregate principal amount of $100 million issued to Globetrotter Co-Investment B LP and to the selling equity holders of Lakeland Holdings, LLC (including the intragroup back-to-back notes issued by certain Debtors to other Debtors related thereto) and the guarantees provided by Lakeland Seller Finance, LLC in respect thereof, in connection with that certain Sale and Merger Agreement dated as of November 8, 2017, by and among WS Holdings Acquisition, Inc., as Purchaser, WS Holdings, Inc. as Blocker Corp., Lakeland Holdings, LLC as the Company, Lakeland Merger Sub II, LLC as Merger Sub, Globetrotter Co-Investment B LP as Blocker Seller and, solely in its capacity as Representative in accordance with the terms of the Sale and Merger Agreement, Metalmark Management II LLC.

  • Bridge Notes means the series of notes, of which this Note is a part, dated on or about the date hereof, each of which are identical, other than the date of the Note, identity of the Holder and principal amount of this Note.

  • Net Financing Proceeds means the cash proceeds received by the Partnership in connection with any borrowing by or on behalf of the Partnership (whether or not secured), or distributed to the Partnership in respect of any such borrowing by any Subsidiary Entity, after deduction of all costs and expenses incurred by the Partnership in connection with such borrowing, and after deduction of that portion of such proceeds used to repay any other indebtedness of the Partnership, or any interest or premium thereon.

  • New Notes shall have the meaning assigned to such term in Section 32.

  • Refinancing Notes means any secured or unsecured notes or loans issued by the Borrower or any Subsidiary Loan Party (whether under an indenture, a credit agreement or otherwise) and the Indebtedness represented thereby; provided, that (a) (i) 100% of the Net Proceeds of such Refinancing Notes that are secured on a pari passu basis with the Term B-1 Loans are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof or (ii) 90% of the Net Proceeds of any other Refinancing Notes are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof; (b) the principal amount (or accreted value, if applicable) of such Refinancing Notes does not exceed the principal amount (or accreted value, if applicable) of the aggregate portion of the Loans so reduced and/or Commitments so replaced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses); (c) the final maturity date of such Refinancing Notes is on or after the Term Facility Maturity Date or the Revolving Facility Maturity Date, as applicable, of the Term Loans so reduced or the Revolving Facility Commitments so replaced; (d) the Weighted Average Life to Maturity of such Refinancing Notes is greater than or equal to the Weighted Average Life to Maturity of the Term Loans so reduced or the Revolving Facility Commitments so replaced, as applicable; (e) in the case of Refinancing Notes in the form of notes issued under an indenture, the terms thereof do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Term Facility Maturity Date of the Term Loans so reduced or the Revolving Facility Maturity Date of the Revolving Facility Commitments so replaced, as applicable (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default); (f) the other terms of such Refinancing Notes (other than interest rates, fees, floors, funding discounts and redemption or prepayment premiums and other pricing terms), taken as a whole, are substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than the terms, taken as a whole, applicable to the Term B-1 Loans (except for covenants or other provisions applicable only to periods after the Latest Maturity Date in effect at the time such Refinancing Notes are issued), as determined by the Borrower in good faith (or, if more restrictive, the Loan Documents are amended to contain such more restrictive terms to the extent required to satisfy the foregoing standard); (g) there shall be no obligor in respect of such Refinancing Notes that is not a Loan Party; and (h) Refinancing Notes that are secured by Collateral shall be subject to the provisions of a Permitted Pari Passu Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable.

  • First Lien Indebtedness means any Indebtedness for borrowed money (which, for the avoidance of doubt, does not include Purchase Money Indebtedness, and any related Liens thereto) secured by a Lien on any assets of the Issuer or any Restricted Subsidiary ranking pari passu with the Liens securing the Notes Obligations.

  • NIM Notes The notes to be issued pursuant to the Indenture.

  • Second Lien Noteholders means the registered holders, from time to time, of the Second Lien Notes, as determined in accordance with the relevant Second Lien Notes Indenture.

  • Lead Securitization Notes means Note A-1-A, Note A-1-B, Note A-1-C, Note A-1-D, Note A-1-E, Note B-1, Note B-2, Note B-3, Note B-4 and Note B-5 for so long as any such note is included in the Lead Securitization.

  • Second Lien Indebtedness means the Indebtedness of the Loan Parties owing to the Second Lien Agent and the Second Lien Lenders under the Second Lien Credit Agreement, which Indebtedness is on terms and conditions reasonably acceptable to the Collateral Agent.

  • Aggregate Noteholders’ Priority Principal Distributable Amount With respect to any Distribution Date, the sum of (i) the First Priority Principal Distributable Amount, (ii) the Second Priority Principal Distributable Amount, (iii) the Third Priority Principal Distributable Amount and (iv) the Fourth Priority Principal Distributable Amount, each as of such Distribution Date. Aggregate Principal Balance of Non-Subvented Receivables: As of any date, the present value as of such date of all scheduled monthly payments on all of the Non-Subvented Receivables (other than Liquidating Receivables) held by the Issuing Entity on such date which have not been applied on or prior to such date (determined after taking into account any Warranty Payments and Administrative Purchase Payments in respect of such Receivables), with each Receivable being discounted from the last day of the calendar month in which payments are to become due to such date at the greater of the Discount Rate and the Annual Percentage Rate.

  • First Lien Notes means (a) senior secured loans or notes of the U.S. Borrower (which notes or loans may either be secured by a first priority Lien on the Collateral that is pari passu with the Lien securing the U.S. Obligations or may be secured by a Lien ranking junior to the Lien on the Collateral securing the U.S. Obligations, but shall not be secured by any assets that do not constitute Collateral securing the U.S. Obligations) incurred after the Amendment Effective Date (i) the terms of which do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the latest Term Facility Maturity Date in effect at the time of the issuance thereof (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default) and (ii) the covenants, events of default, guarantees, collateral and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the U.S. Borrower and the Subsidiaries than those set forth in this Agreement; provided that a certificate of the Chief Financial Officer of the U.S. Borrower delivered to the Administrative Agent in good faith at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) 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 U.S. Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement and (b) loans or notes borrowed or issued in connection with any refinancing, refunding, renewal or extension of any First Lien Notes; provided that (i) in connection with any such refinancing, refunding, renewal or extension, the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses), (ii) such refinancing Indebtedness otherwise complies with this definition and (iii) if such Indebtedness being refinanced is not secured by a first priority Lien on the Collateral that is pari passu with the Lien securing the U.S. Obligations, then such refinancing Indebtedness may not be secured with a first priority Lien on the Collateral that is pari passu with the Lien securing the U.S. Obligations. Notes issued by the U.S. Borrower in exchange for any First Lien Notes in accordance with the terms of a registration rights agreement entered into in connection with the issuance of such First Lien Notes shall also be considered First Lien Notes.

  • Junior Lien Indebtedness means any Indebtedness of any Credit Party that is secured by Liens on Collateral that rank junior in priority to the Liens that secure the Obligations.

  • Series A Equipment Notes means Equipment Notes issued and designated as “Series A Equipment Notes” under the Indenture, in the original principal amount and maturities as specified in Schedule I to the Indenture under the heading “Series A Equipment Notes” and bearing interest at the Debt Rate for Series A Equipment Notes specified in Schedule I to the Indenture.

  • Series B Equipment Notes means Equipment Notes issued and designated as “Series B Equipment Notes” under the Indenture, in the original principal amount and maturities as specified in Schedule I to the Indenture under the heading “Series B Equipment Notes” and bearing interest at the Debt Rate for Series B Equipment Notes specified in Schedule I to the Indenture.

  • First Lien Last Out Loan means a loan that, prior to an event of default under the applicable Related Contract, is entitled to receive payments pari passu with other senior secured loans of the same Obligor, but following an event of default under the applicable Related Contract, such Collateral Loan becomes fully subordinated to other senior secured loans of the same Obligor and is not entitled to any payments until such other senior secured loans are paid in full.

  • Senior Class Debt Representative has the meaning assigned to such term in Section 8.09.

  • Pari Passu Intercreditor Agreement means an intercreditor agreement among the Administrative Agent and the other parties from time to time party thereto, substantially in the form of Exhibit I.

  • Refinancing Proceeds means the proceeds of the refinancing of any indebtedness of the Company, less the amount of expenses incurred by or on behalf of the Company in connection with such refinancing.

  • Pari Passu Indebtedness means any Indebtedness of the Issuer or any Guarantor that ranks pari passu in right of payment with the Notes or the Note Guarantees, as applicable.

  • Financing Proceeds means the net proceeds from any loan secured by all or any portion of the Partnership's real property (including any refinancing) that remain after the repayment of any indebtedness of the Partnership secured by all or a portion of such real property with such proceeds and all costs related to such loan.