Allocation of Indebtedness Clause Samples

Allocation of Indebtedness. The Capital Account of the Contributing Investing Members shall include an initial allocation of Company indebtedness in the amounts for each Contributing Investing Member in accordance with the provisions otherwise set forth in this Agreement.
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Allocation of Indebtedness. The initial aggregate principal amount of the Term Loan Facility of $600,000,000 shall be allocated among the Borrowers (as defined in the Credit Agreement, as amended hereby) as follows: (i) Ideal Image Development, Inc., a Delaware corporation, in the amount of $75,000,000, (ii) ▇▇▇▇▇▇▇ U.S. Holdings, Inc., a Florida corporation, in the amount of $168,828,000 and (iii) OneSpaWorld Limited, a Cayman Islands exempted company, in the amount of $356,172,000.
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Allocation of Indebtedness. (a) All Debt as of the Closed System Time shall be notionally allocated for the accounts of the Systems Groups as of the Closed System Time such that (i) the percentage of outstanding Debt under the Insight Credit Agreement, (ii) the percentage of outstanding Debt under the 9¾% Bonds, (iii) the percentage of outstanding Debt under the Insight Parent Loan and (iv) the percentage of all other Debt that, in each case, is allocated for the account of the Comcast Systems Group shall be equal to the Comcast Debt Ratio and that, in each case, is allocated for the account of the Insight Systems Group shall be equal to the Insight Debt Ratio. (b) 50% of (i) all accrued and unpaid interest as of the Closed System Time with respect to the Debt, (ii) any accrued and unpaid participation and fronting fees in respect of letters of credit outstanding as of the Closed System Time, (iii) any accrued and unpaid commitment fees as of the Closed System Time in respect of any unused amounts of the revolving credit facility available pursuant to the Insight Credit Agreement, and (iv) any accrued and unpaid fees as of the Closed System Time under the fee letter agreement with The Bank of New York, Administrative Agent under the Insight Credit Agreement, as in effect on the date of this Amendment, shall, in each case, be allocated for the account of each Systems Group. (c) All interest expense that accrues after the Closed System Time shall be allocated for the account of the Systems Groups based on the Debt allocated to each Systems Group, as appropriately adjusted to take into account any Debt incurred or repaid for the account of a Systems Group after the Closed System Time. (d) All commitment fees actually incurred in respect of any unused amounts of the revolving credit facility available pursuant to the Insight Credit Agreement (as in effect on the date of this Amendment) that accrue after the Closed System Time shall be allocated 50% to each Systems Group. All fees under the fee letter agreement with The Bank of New York, Administrative Agent under the Insight Credit Agreement, as in effect on the date of this Amendment, shall be allocated 50% to each Systems Group. (e) 50% of all costs actually incurred, if any, including premiums, fees and expenses, of (A) tendering for or redeeming the 9¾% Bonds or (B) repaying Debt outstanding under the Insight Credit Agreement as of the Closed System Time shall be allocated for the account of each Systems Group. In the event that Insi...
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Allocation of Indebtedness 
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Related to Allocation of Indebtedness

  • Confirmation of Indebtedness Borrowers confirm and acknowledge that as of the close of business on September 30, 2014, Borrowers were indebted to Lenders for the (a) Advances under the Loan Agreement without any deduction, defense, setoff, claim or counterclaim, of any nature, in the aggregate principal amount of $22,817,930.38 due on account of Revolving Advances and $0.00 on account of undrawn Letters of Credit, plus in each case all fees, costs and expenses incurred to date in connection with the Loan Agreement.

  • Subordination of Indebtedness Any indebtedness or other obligation of Borrower now or hereafter held by or owing to Guarantor is hereby subordinated in time and right of payment to all obligations of Borrower to Bank, except as such indebtedness or other obligation is expressly permitted to be paid under the Credit Agreement; and such indebtedness of Borrower to Guarantor is assigned to Bank as security for this Guaranty, and if Bank so requests shall be collected, enforced and received by Guarantor in trust for Bank and to be paid over to Bank on account of the Obligations of Borrower to Bank, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty. Any notes now or hereafter evidencing such indebtedness of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Bank.

  • Cancellation of Indebtedness No Credit Party shall cancel any claim or debt owing to it, except for reasonable consideration negotiated on an arm's-length basis and in the ordinary course of its business consistent with past practices.

  • Satisfaction of Indebtedness Your securities and other property, in any account in which you have an interest, will be subject to a lien for the discharge of any and all indebtedness or any other obligations. All securities and other property of yours will be held by HTS or your Financial Professional as security for the payment of any such obligations or indebtedness in any account that you may have an interest, subject to applicable law. HTS or your Financial Professional may, at any time and without prior notice to you, use and/or transfer any or all securities and other property in any account(s) in which the Customer has an interest.

  • Prepayments, Etc. of Indebtedness (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that ▇▇▇▇▇▇▇ elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of ▇▇▇▇▇▇▇ calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld).