Acquired Company Indebtedness definition

Acquired Company Indebtedness means the indebtedness of the Acquired Company on the Closing Date outstanding under the documents listed on Schedule II hereto.
Sample 1Sample 2
Acquired Company Indebtedness means any Indebtedness of the Acquired Companies.
Sample 1Sample 2
Acquired Company Indebtedness means, without duplication, the following: (a) any indebtedness for borrowed money of such Acquired Company; (b) any obligations of such Acquired Company evidenced by bonds, debentures, notes or other similar instruments; (c) any guaranty by such Acquired Company of any of the foregoing of any other entity and (d) any accrued and unpaid interest, fees and other expenses owed with respect to the foregoing, including, but not limited to, prepayment penalties. Acquired Company Indebtedness shall not include undrawn letters of credit, surety bonds and similar instruments, or any indebtedness incurred by, on behalf of, or at the direction of, Buyer or any of its Affiliates in connection with the transactions contemplated by this Agreement or any Assignment Fees.
Sample 1

Examples of Acquired Company Indebtedness in a sentence

  • Any unpaid taxes shall be added to the Acquired Company Indebtedness to be paid at or prior to Closing.

  • Except for the Acquired Company Indebtedness designated on the Closing Payment Schedule to be paid at Closing, there shall be no outstanding Acquired Company Indebtedness as of the Effective Time and all associated Liens shall have been fully discharged, satisfied and released and the Company shall have delivered to Buyer evidence of the foregoing in form and substance reasonably satisfactory to Buyer.


More Definitions of Acquired Company Indebtedness

Acquired Company Indebtedness is as defined in Schedule II.
Sample 1
Acquired Company Indebtedness means, with respect to any Acquired Company, all indebtedness arising from borrowed money outstanding under (a) the First Amended and Restated Master Loan Agreement, dated October 1, 2007, by and among Xxxxx Fargo Bank Northwest, National Association, not in its individual capacity but solely as Trustee u/a/d October 27, 2005 with Salamis Aviation Limited, EPA and The Huntington National Bank, as amended on January 29, 2008 and May 23, 2008, (b) the Loan and Security Agreement, dated September 10, 2008, by and between Presidential and United Bank, (c) the Master Loan Agreement, dated August 5, 2008, by and between Presidential and The Huntington National Bank, (d) the First Amended and Restated Master Loan Agreement, dated August 5, 2008, by and between AWS and The Huntington National Bank, (e) the Aircraft Loan Agreement, dated May 23, 2008, by and between EPA and The Huntington National Bank, (f) the Aircraft Loan Agreement, dated July 17, 2008, by and between EPA and The Huntington National Bank, and (g) the S-61 Notes.
Sample 1
Acquired Company Indebtedness means, in the aggregate, all amounts outstanding as of the Closing in respect of Indebtedness of the Acquired Companies. A correct and complete list of all Acquired Company Indebtedness outstanding on the date hereof is set forth on Section 1.2(b) of the Disclosure Letter, including the identity of the lender, administrative agent, or counterparty thereof, and the aggregate principal, interest, prepayment penalties, and other fees and expenses that would be payable in connection with the repayment of such Indebtedness on such date, and an allocation of such Acquired Company Indebtedness as of the date hereof among each of the Acquired Companies.
Sample 1
Acquired Company Indebtedness means, with respect to any Acquired Company, all indebtedness arising from borrowed money outstanding under
Sample 1

Related to Acquired Company Indebtedness

  • 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).

  • Intercompany Indebtedness means Indebtedness of Company or any of their respective Subsidiaries which is owing to any member of such group.

  • 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.

  • Acquisition Indebtedness any Indebtedness of the Company or any of its Subsidiaries that has been issued for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Company, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds thereof to the Company and its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Company and its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Permitted Subsidiary Indebtedness means any of the following:

  • Project Finance Indebtedness means any present or future indebtedness incurred to finance the ownership, acquisition, development and/or operation of an asset, whether or not an asset of a member of the Group:

  • Excluded Indebtedness means all Indebtedness not incurred in violation of Section 6.01.

  • Consolidated Senior Indebtedness means, at any time, the amount of all Consolidated Indebtedness at such time, less the aggregate principal amount of all such Indebtedness outstanding at such time which is subordinated to the Obligations on customary market subordination terms reasonably satisfactory to the Administrative Agent.

  • Permitted Acquisition Indebtedness means Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries to the extent such Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock of any other Person existing at the time (a) such Person became a Restricted Subsidiary of the Company or (b) such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, provided that on the date such Person became a Restricted Subsidiary or the date such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, as applicable, either

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Closing Indebtedness means the Indebtedness of the Company that remains outstanding and unpaid as of immediately prior to the Closing.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness, determined as of and immediately prior to the Closing.

  • Permitted Secured Indebtedness any Secured Indebtedness that:

  • Material Debt means Debt (other than the Notes) of the Company and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, in an aggregate principal amount exceeding $100,000,000.

  • Consolidated Secured Indebtedness means, as of any date of determination, an amount equal to the Consolidated Total Indebtedness as of such date that in each case the payment of which is then secured by Liens on property or assets of the Company and its Restricted Subsidiaries (other than property or assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby).

  • Final Closing Indebtedness has the meaning set forth in Section 3.3(b).

  • Consolidated First Lien Indebtedness means Consolidated Total Indebtedness as of any date of determination that is secured by a Lien on any asset or property of the Borrower and its Restricted Subsidiaries, which Lien does not rank junior in priority to the Liens securing the Secured Obligations.

  • Existing Indebtedness means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the Issue Date, until such amounts are repaid.

  • Receivables Facility Attributed Indebtedness means the amount of obligations outstanding under a receivables purchase facility on any date of determination that would be characterized as principal if such facility were structured as a secured lending transaction rather than as a purchase.

  • Consolidated Senior Debt all Consolidated Total Debt other than Subordinated Debt.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Intercompany Debt has the meaning specified in Section 7.02.

  • Existing Indebtedness Agreements shall have the meaning provided in Section 5.05.

  • Unrestricted Subsidiary Indebtedness of any Unrestricted Subsidiary means Indebtedness of such Unrestricted Subsidiary

  • Current Debt of any Person shall mean as of the date of any determination thereof (i) all indebtedness of such Person for borrowed money other than Funded Debt of such Person, including, without limitation, debt owed to banks, and (ii) Guaranties by such Person of Current Debt of others.

  • Estimated Indebtedness has the meaning set forth in Section 2.3(a).