Acquisition Seller Debt definition

Acquisition Seller Debt means, collectively (i) the Existing Acquisition Seller Debt, and (ii) any deferred purchase price of a New Acquisition payable by the Company to the Acquisition Sellers or any of them with respect to that New Acquisition evidenced by or payable under the terms of a promissory note or non-compete agreement or other Debt instrument.
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Acquisition Seller Debt means, collectively (i) the ----------------------- Existing Acquisition Seller Debt, and (ii) any deferred purchase price of a New Acquisition payable by the Company to the Acquisition Sellers or any of them with respect to that New Acquisition evidenced by or payable under the terms of a promissory note or non-compete agreement or other Debt instrument.
Sample 1

Examples of Acquisition Seller Debt in a sentence

  • The nature and outstanding balances of the Existing Seller Acquisition Debt identified on Schedule 3.01(m) attached hereto is true and accurate in all respects and the Company is not in default with respect to any of the Existing Acquisition Seller Debt.

  • The Investment Account Provider agrees and confirms that, unless otherwise notified in writing by the Issuer or the Trustee, the Cash/Bond Administrator, as agent of the Issuer, may act on behalf of the Issuer under this Investment Account Agreement.

  • The nature and outstanding balances of the Existing Seller Acquisition Debt identified on EXHIBIT C attached hereto is true and accurate in all respects and the Company is not in default with respect to any of the Existing Acquisition Seller Debt.

Related to Acquisition Seller Debt

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

  • sale and repurchase transactions means transactions whereby a Sub-Fund sells its Securities to a counterparty of Reverse Repurchase Transactions and agrees to buy such Securities back at an agreed price with a financing cost in the future.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Closing Debt means the aggregate principal amount of, and accrued interest on, all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • Second Closing has the meaning set forth in Section 2.2.

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

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

  • 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).

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Closing Indebtedness means the aggregate amount of all Indebtedness of the Company and its Subsidiaries as of immediately prior, and without giving effect to, the Closing.

  • Shareholder Debt means any shareholder loan made to the Issuer as debtor, if such loan:

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Additional Purchased Assets shall have the meaning set forth in Subsection 3(a).

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

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Acquisition Indebtedness means any Indebtedness of the Loan Parties that has been issued for the purpose of financing, in part, the acquisition of an Acquired Entity or Business.

  • Buyer Parent has the meaning set forth in the Preamble.

  • 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).

  • Receivables Sellers means the Company and those Subsidiaries (other than Receivables Entities) that are from time to time party to the Permitted Receivables Facility Documents.

  • Seller Documents has the meaning set forth in Section 3.2.

  • Seller Parent has the meaning set forth in the Preamble.

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

  • Seller Notes means the series of unsecured, subordinated promissory notes in the initial aggregate principal amount of $100 million issued to Globetrotter Co-Investment B LP and to the selling equity holders of Lakeland Holdings, LLC (including the intragroup back-to-back notes issued by certain Debtors to other Debtors related thereto) and the guarantees provided by Lakeland Seller Finance, LLC in respect thereof, in connection with that certain Sale and Merger Agreement dated as of November 8, 2017, by and among WS Holdings Acquisition, Inc., as Purchaser, WS Holdings, Inc. as Blocker Corp., Lakeland Holdings, LLC as the Company, Lakeland Merger Sub II, LLC as Merger Sub, Globetrotter Co-Investment B LP as Blocker Seller and, solely in its capacity as Representative in accordance with the terms of the Sale and Merger Agreement, Metalmark Management II LLC.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.