Acquired Company Debt definition

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

  • The amount of Acquired Company Debt set forth in a Sellers Allocated Payment Statement is referred to as the “Estimated Acquired Company Debt” for the applicable Initial Closing Date or any Subsequent Closing Date.

  • 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.

  • The amount of Acquired Company Debt set forth in a Sellers Allocated Payment Statement is referred to as the "ESTIMATED ACQUIRED COMPANY DEBT" for the applicable Initial Closing Date or any Subsequent Closing Date.

  • Acquired Companies to ----------------------------------------------------- Retire a Certain Acquired Company Debt.

Related to Acquired Company Debt

  • Company Debt means (a) all indebtedness for borrowed money, and (b) all obligations evidenced by notes, bonds, debentures or other similar instruments of the Company and its Subsidiaries.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Intercompany Debt has the meaning specified in Section 7.02(d).

  • Target Companies means the Company and its Subsidiaries.

  • Acquired Entity means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Acquired Contracts has the meaning given in Section 2.1(a).

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Acquired Corporations means the Company and each of its Subsidiaries, collectively.

  • Company Subsidiary means any Subsidiary of the Company.

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Group Companies means the Company and its Subsidiaries.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • Assumed Indebtedness means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Restricted Subsidiary of the Borrower or (b) is assumed in connection with an Investment in or acquisition of such Person, and has not been incurred or created by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Borrower.

  • Assumed Debt has the meaning set forth in Section 2.2.

  • Company Indebtedness means all indebtedness of the Company (including without limitation, any loans, advances, letters of credit, bank overdrafts, capital lease obligations and all other indebtedness of any kind including interest, principal and fees).

  • Buyer Group Member means Buyer and its Affiliates and their respective successors and assigns.

  • Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Target Group means the Target and its Subsidiaries.

  • Parent Subsidiaries means the Subsidiaries of Parent.