Transaction Debt definition

Transaction Debt has the meaning provided such term in Section 7.1(a).

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Transaction Debt has the meaning set forth in Section 5.8(c).

Transaction Debt means any debt incurred by the Partnership, the proceeds of which are delivered to Contributor as Cash Consideration.

Examples of Transaction Debt in a sentence

The Parties agree to act at all times in a manner consistent with this intended treatment of the Cash Consideration and the Transaction Debt.
The Parties have agreed to take such steps as may be appropriate to cause the proceeds of the Transaction Debt to be allocable to the Cash Distribution pursuant to Treasury Regulation Section 1.707-5(b)(1) and Temporary Treasury Regulation Section 1.163-8T.
At the Effective Time, all such units of Newco Equity Interests will be owned directly by Spinco free and clear of any Lien, except for any Lien securing Transaction Debt (as defined in Section 7.01(j)).
Mergerco has the corporate power and authority to incur the Unsecured Transaction Debt and has duly authorized, executed and delivered the Other Debt Documents applicable to such Unsecured Transaction Debt.
The Borrower acknowledges that each Agent, each Lender and each Issuer is entering into this Agreement and is extending its Commitments in reliance upon the subordination provisions of the Other Debt Documents relating to the Unsecured Transaction Debt.

More Definitions of Transaction Debt

Transaction Debt shall have the meaning specified in Section 2.6(b).

Transaction Debt means Indebtedness incurred by the Company, the Borrower and/or one or more of their respective Subsidiaries, in each case, prior to the consummation of the Acquisition for purposes of financing the Acquisition, refinancing Indebtedness of the Company, the Borrower, Glimcher or their subsidiaries in connection with the Acquisition, and paying related premiums, fees and expenses (the “Permitted Purposes”) and any Contingent Obligations issued by the Company, the Borrower or any of their respective Subsidiaries in respect of all or any portion of such Indebtedness so long as (x) the aggregate principal amount of such Indebtedness does not exceed $1,250,000,000, (y) the proceeds of such Indebtedness are deposited into and held in a segregated account and released from such segregated account only for application to the Permitted Purposes or to the mandatory redemption or repayment of such Indebtedness in accordance with its terms (it being agreed, for the avoidance of doubt, that such proceeds shall not constitute “Unrestricted Cash” while in such segregated account) and (z) such Indebtedness is not secured by any Liens other than Liens on such segregated account; provided, that notwithstanding anything to the contrary set forth herein, such Indebtedness shall cease to constitute “Transaction Debt” upon the consummation of the Acquisition; provided further, that if the Acquisition is not consummated on or prior to April 16, 2015, or if the Merger Agreement is terminated in accordance with its terms at any time prior thereto, if such Indebtedness is not repaid or redeemed within twenty (20) Business Days of such date, such Indebtedness shall thereafter cease to constitute Transaction Debt.

Transaction Debt has the meaning set forth in the Transaction Agreement.

Transaction Debt means the Loans hereunder and the Senior Subordinated Bridge B Loans and the Senior Subordinated Bridge C Loans.

Transaction Debt has the meaning set forth in Section 5.8(c). “Transaction Taxes” has the meaning set forth in Section 2.6. “Treasury Regulations” has the meaning set forth in Section 5.8(c).

Transaction Debt means the liability or liabilities to be incurred by MLP with respect to transactions contemplated by Section 2.1 which will be considered recourse debt within the meaning of Treasury Regulations Section 1.752-1. “Transaction Documents” shall mean the Assignment of Subject Interests in Exhibit A, such certificate or other documents as are necessary to transfer the Unit Consideration to HOLDINGS, MIDSTREAM and GP pursuant to Section 2.2, and any other document related to the sale, transfer, assignment or conveyance of the Subject Interests to be delivered at Closing. “Treasury Regulations” shall mean regulations promulgated under the Code. “Units” shall mean the common units representing limited partner interests in the MLP. “Unit Consideration” shall mean the GP Unit Consideration, the HOLDINGS Unit Consideration and the MIDSTREAM Unit Consideration. “▇▇▇▇/▇▇▇▇▇” shall have the meaning given such term in the Recitals.