Acquired Company Debt means the Liabilities of TAT, Sellers and the Acquired Companies or any of their Subsidiaries set forth on Exhibit E hereto.
Acquired Company Debt means, without duplication, the Debt, including Stockholder Debt, of any Acquired Company.
Acquired Company Debt means, as of the Effective Time, without duplication, (a) the principal amount of and accrued interest (including accrued but unpaid interest), premiums, penalties, breakage costs, make-whole payments or obligations or other similar costs, fees or expenses (if any), that would be required to be paid by the borrower pursuant to a customary payoff letter (or otherwise as required by the terms of the underlying instrument), in each case, in respect of (i) any indebtedness of any Acquired Company or Subsidiary for money borrowed or (ii) any other indebtedness of any Acquired Company or Subsidiary evidenced by a note, bond, debenture or other similar instrument or debt security, (b) all obligations in respect of letters of credit, bankers’ acceptances and similar facilities issued for the account of any Acquired Company or Subsidiary and all obligations under any performance bonds (but, in each case with respect to this clause (b), solely to the extent drawn and not paid), (c) all obligations of any Acquired Company or Subsidiary as lessee that are required to be capitalized in accordance with GAAP, (d) any net obligations under all interest rate and exchange rate derivatives, swaps or similar agreements of any Acquired Company or Subsidiary, (e) all obligations of any Acquired Company or Subsidiary in respect of deferred purchase price with respect to the acquisition by or on behalf of any Acquired Company or Subsidiary of any business, division or product line or portion thereof (whether by merger, sale of stock, sale of assets or otherwise), (f) all amounts and obligations for which any Acquired Company or Subsidiary is responsible or liable, as obligor, guarantor, surety or otherwise, including any guarantee of such obligations of any other Person, (g) any outstanding Board of Directors or Board of Managers fees or expenses owed by any of the Acquired Companies or Subsidiaries, (h) uncleared checks issued by any Acquired Company or Subsidiary, (i) any unfunded pension balance, on an ASC 715 basis under GAAP, of any Acquired Company or its Subsidiaries, and (j) the aggregate amount of all past due accounts payable calculated in accordance with Schedule 8, Notwithstanding the foregoing, Acquired Company Debt shall not include any obligations that are solely between or among any two or more Acquired Companies.
Examples of Acquired Company Debt in a sentence
Purpose: The proceeds of the loans under the Bridge Facility will be used by the Company solely (a) to pay a portion of the consideration for the Acquisition, (b) to finance the Acquired Company Debt Repayment and (c) to pay fees and expenses incurred in connection with the Transactions.
The proceeds of the Term Loans will be used solely to finance, in part, the Viewpoint Acquisition, the Acquired Company Debt Repayment and the payment of fees and expenses related to the Transactions.
Substantially concurrently with the consummation of the Viewpoint Acquisition, the Acquired Company Debt Repayment shall be consummated, and the Administrative Agent shall have received customary payoff documentation in respect thereof.