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Common use of Definition of Debt Clause in Contracts

Definition of Debt. For purposes of this Agreement, the capitalized term "Debt" of any Person shall mean: (a) all indebtedness of such Person for borrowed money, including without limitation obligations evidenced by bonds, debentures, bridge notes, or other similar instruments; (b) all indebtedness of others for borrowed money guaranteed in any manner by such Person, or in effect guaranteed by such Person through an agreement to purchase, contingent or otherwise; (c) all accounts payable which, to the knowledge of such Person, have remained unpaid for a period of 90 days after the same become due and payable in accordance with their respective terms taking into account any grace period relating to the due date expressly set forth in the applicable invoice with respect to the payment of such accounts payable, except for the trade payables previously disclosed by the Company that have remained unpaid for more than ninety days as of the date of this Agreement that have been disclosed in the Company's SEC Documents; (d) all indebtedness secured by any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in property owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness; (e) all indebtedness created or arising under any conditional sale agreement or lease in the nature thereof (including obligations as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capitalized leases) (but excluding operating leases) or other title retention agreement with respect to property acquired by such Person, even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession of such property; (f) all bankers' acceptances and letters of credit; and (g) liabilities in respect of unfunded vested benefits under Plans covered by Title IV of ERISA.

Appears in 5 contracts

Samples: Securities Exchange Agreement (Cambex Corp), Securities Exchange Agreement (Cambex Corp), Securities Exchange Agreement (Cambex Corp)

Definition of Debt. For purposes of this Agreement, the capitalized term "Debt" of any Person shall mean: : (a) all indebtedness of such Person for borrowed money, including without limitation obligations evidenced by bonds, debentures, bridge notesBridge Notes, or other similar instruments; ; (b) all indebtedness of others for borrowed money guaranteed in any manner by such Person, or in effect guaranteed by such Person through an agreement to purchase, contingent or otherwise; ; (c) all accounts payable which, to the knowledge of such Person, have remained unpaid for a period of 90 days after the same become due and payable in accordance with their respective terms taking into account any grace period relating to the due date expressly set forth in the applicable invoice with respect to the payment of such accounts payable, except for the trade payables previously disclosed by the Company that have remained unpaid for more than ninety days as of the date of this Agreement that have been disclosed in the Company's SEC Documents; ; (d) all indebtedness secured by any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in property owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness; ; (e) all indebtedness created or arising under any conditional sale agreement or lease in the nature thereof (including obligations as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capitalized leases) (but excluding operating leases) or other title retention agreement with respect to property acquired by such Person, even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession of such property; ; (f) all bankers' acceptances and letters of credit; and and (g) liabilities in respect of unfunded vested benefits under Plans covered by Title IV of ERISA.

Appears in 1 contract

Samples: Bridge Note Purchase Agreement (Cambex Corp)