Adjustment Indebtedness definition

Adjustment Indebtedness means (a) all indebtedness of the Company or any Subsidiary for borrowed money; (b) to the extent not otherwise included in (a) above, all obligations of the Company or any Subsidiary evidenced by notes, bonds, debentures or other similar instruments; and (c) to the extent not otherwise included in (a) or (b) above, Capital Expenditure Indebtedness; in the case of any of (a), (b) or (c) above other than (i) any such indebtedness or obligations approved by the prior written consent of Buyer, (ii) any Seller-Provided Indebtedness and (iii) any indebtedness of the Company or any Subsidiary that is required to be released and/or discharged pursuant to Section 6.19.
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Adjustment Indebtedness means the Indebtedness set forth on Schedule 1.1.
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Adjustment Indebtedness has the meaning given such term in the Recapitalization Agreement.
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Examples of Adjustment Indebtedness in a sentence

  • The Purchase Price shall be reduced, dollar for dollar, by the outstanding principal amount of any Adjustment Indebtedness on the Closing Date (the “Indebtedness Adjustment”).

  • The Closing Balance Sheet shall be prepared and Cash, Adjustment Indebtedness and Net Working Capital shall be determined (including for purposes of Section 1.03(a)) on a consolidated basis in accordance with Section 2.01(e).


More Definitions of Adjustment Indebtedness

Adjustment Indebtedness. (i) indebtedness for borrowed money (including all interest, penalties and fees), including the amounts owing to Canyon Capital, HIS Holding, LLC and the IRS, and (ii) obligations under Capital Leases.
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Adjustment Indebtedness shall be equal to the sum of (i) the total Indebtedness of the Company and its Subsidiaries on a consolidated basis at the Effective Time (excluding any Indebtedness of Portatel and its Subsidiaries to the extent that such Indebtedness has not been guaranteed by or otherwise become the legal obligation of the Company or any of its Subsidiaries) plus (ii) the amount of the cash payments required to be made by the Surviving Entity pursuant to Sections 3.6(a) and 3.7 (with such amount determined as if such payments were made as of the Effective Time so as not to include any increase in such amount in respect of any period after the Effective Time).
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Adjustment Indebtedness means, without duplication, (a) all indebtedness of such Person for borrowed money (including the outstanding principal and accrued but unpaid interest), (b) any other indebtedness of such Person that is evidenced by a note, bond, debenture, credit agreement or similar instrument, (c) all obligations secured by a Lien on any property of such Person, (d) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Adjustment Indebtedness of such Person and (j) all obligation described in clauses (a) through (d) above of any other Person which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss, and for the avoidance of doubt, “Adjustment Indebtedness” shall not include the Expenses of the Company in connection with the consummation of the Transactions.
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Related to Adjustment Indebtedness

  • Settlement Indebtedness means any payment or reimbursement obligation in respect of a Settlement Payment.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

  • Adjusted Indebtedness means, at any date, the result of (a) Seller’s Indebtedness on such date, minus (b) the unpaid principal of Seller’s Subordinated Debt on such date (to the extent such Subordinated Debt is excluded from Seller’s Indebtedness in calculating Seller’s Adjusted Tangible Net Worth on such date in accordance with the definition thereof).

  • Net Indebtedness means, at any particular time, Total Indebtedness at such time less the Cash at such time.

  • Applicable Indebtedness has the meaning specified in the definition of “Weighted Average Life to Maturity.”

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

  • Subordinate Indebtedness means all present and future indebtedness, obligations, and liabilities of Borrower to Subordinate Lender under or in connection with the Subordinate Loan or the Subordinate Loan Documents.

  • Acquisition Indebtedness means any Indebtedness of the Company or any Subsidiary that has been incurred for the purpose of financing, in whole or in part, an Acquisition and any related transactions (including for the purpose of refinancing or replacing all or a portion of any related bridge facilities or any pre-existing Indebtedness of the Persons or assets to be acquired); provided that either (a) the release of the proceeds thereof to the Company and the Subsidiaries is contingent upon the substantially simultaneous consummation of such Acquisition (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition, or if such Acquisition is otherwise not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness, then, in each case, such proceeds are, and pursuant to the terms of such definitive documentation are required to be, promptly applied to satisfy and discharge all obligations of the Company and the Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or a similar provision) if such Acquisition is not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition or such Acquisition is otherwise not consummated by the date so specified, such Indebtedness is, and pursuant to such “special mandatory redemption” (or similar) provision is required to be, redeemed or otherwise satisfied and discharged within 90 days of such termination or such specified date, as the case may be).

  • Related Indebtedness means any and all indebtedness paid or payable by Borrower to Lender pursuant to the Loan Documents or any other communication or writing by or between Borrower and Lender related to the transaction or transactions that are the subject matter of the Loan Documents, except such indebtedness which has been paid or is payable by Borrower to Lender under this Note.

  • Balloon Indebtedness means Long-Term Indebtedness, 25% or more of the original principal amount of which becomes due (either by maturity or mandatory redemption) during any consecutive twelve-month period, if such principal amount becoming due is not required to be amortized below such percentage by mandatory redemption or prepayment prior to such twelve-month period.

  • Attributable Receivables Indebtedness at any time shall mean the principal amount of Indebtedness which (i) if a Permitted Receivables Facility is structured as a secured lending agreement, would constitute the principal amount of such Indebtedness or (ii) if a Permitted Receivables Facility is structured as a purchase agreement, would be outstanding at such time under the Permitted Receivables Facility if the same were structured as a secured lending agreement rather than a purchase agreement.

  • Unsecured Indebtedness means Indebtedness which is not Secured Indebtedness.

  • Relevant Indebtedness means any indebtedness which is in the form of, or represented or evidenced by, bonds, notes, debentures, loan stock or other securities which for the time being are, or are intended to be or capable of being, quoted, listed or dealt in or traded on any stock exchange or over-the-counter or other securities market;

  • Convertible Indebtedness means Indebtedness of the Parent that is convertible into common Equity Interests of the Parent (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common Equity Interests).

  • Total Funded Indebtedness means, at any date, the aggregate principal amount of all Funded Indebtedness of Holdings and its Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

  • Funded Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

  • Consolidated First Lien Indebtedness means Consolidated Indebtedness that is secured by a first priority Lien (other than Permitted Liens) on assets of any Borrower or Restricted Subsidiary.

  • Indebtedness means, with respect to any Person, without duplication:

  • Attributable Indebtedness means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

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

  • 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.

  • Refinance Indebtedness has the meaning assigned to such term in Section 6.01(f).

  • Consolidated Net Indebtedness means, on any date, the difference of (a) Consolidated Total Indebtedness as of such date, minus (b) the aggregate amount of all Unrestricted Cash.

  • Refinanced Indebtedness shall have the meaning provided in the definition of the term “Permitted Refinancing Indebtedness”.

  • Capital Market Indebtedness means any obligation for the payment of borrowed money which is, in the form of, or represented or evidenced by bonds, or other instruments which are, or are capable of being, listed, quoted, dealt in or traded on any stock exchange or in any organised market and any guarantee or other indemnity in respect of such obligation; and

  • Unsecured Shorter-Term Indebtedness means, collectively, (a) any Indebtedness of an Obligor that is not secured by any assets of any Obligor and that does not constitute Unsecured Longer-Term Indebtedness and (b) any Indebtedness that is designated as “Unsecured Shorter-Term Indebtedness” pursuant to Section 6.11(a).