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.
Sample 1Sample 2Sample 3
Adjustment Indebtedness means the Indebtedness set forth on Schedule 1.1.
Sample 1Sample 2Sample 3
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).
Sample 1

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).

  • The Closing Statement Objection Notice shall specify the items in the Closing Statement disputed by Seller and shall describe in reasonable detail the basis for each such objection, as well as the amount in dispute (and Seller’s proposed calculation thereof in accordance with the definitions of Cash, Current Assets, Current Liabilities, Estimated Payment Adjustment, Indebtedness, Transaction Expenses, and Working Capital herein and the Working Capital Methodology).


More Definitions of Adjustment Indebtedness

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.
Sample 1
Adjustment Indebtedness has the meaning given such term in the Recapitalization Agreement.
Sample 1
Adjustment Indebtedness means, as of the Measurement Time, without duplication (including with respect to any other purchase price adjustments contemplated herein), the principal amount, plus any related accrued and unpaid interest, fees and prepayment premiums or penalties, of: (i) Indebtedness of any member of the Consolidated Group and (ii) Indebtedness related to VWH, the EBR Project and the Red Lily Project calculated on a pro rata basis in accordance with the Applicable Accounting Principles. Notwithstanding the foregoing, “Adjustment Indebtedness” does not include (A) any intercompany obligations solely between or among Seller, the Consolidated Group or with the Company Group, VWH, the EBR Project or the Red Lily Project, (B) the Intercompany Financing Agreement, (C) the Promissory Note by and between Algonquin Power (Canada) Holdings Inc. and Seller, dated as of July 16, 2023, as may be amended or modified from time to time, (D) Tax obligations (except as described in clause (vii) of the definition of “Indebtedness”), (E) trade payables and accrued expenses arising in the ordinary course of business reflected as current liabilities in Net Working Capital, (F) any amounts with respect to the Construction Projects Outstanding Obligations Amount, (G) any Indebtedness attributable to the Blue Hill Project, (H) the Specified Funded Indebtedness, (I) obligations with respect to any undrawn and unpaid amounts under any letters of credit, performance bonds or guarantees that are released at Closing, (J) obligations under any interest rate, currency or other hedging agreement (including any energy or commodity hedging or offtake arrangements (other than forward Contracts with respect to the purchase of RECs in effect as of the date hereof and made available to Buyer)) to the extent reflected in the Seller Model, (K) any earned but unpaid compensation (including salary, bonuses and paid time off) for any period prior to the Closing or that becomes earned or otherwise due as a result of the occurrence of the Closing, (L) any Indebtedness arising under any Contract entered into by any member of the Company Group or the Non-Controlled Joint Ventures Group that Buyer has approved in writing between the date hereof and the Measurement Time, (M) Indebtedness in the form of tracking account balances that are reflected in the Seller Model, provided, that, if, as of the Measurement Time, (x) the actual tracking account balances are, in the aggregate, less than the amount set forth on Schedu...
Sample 1
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.
Sample 1

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, as of any date, (i) the amount of outstanding Indebtedness of the Company and its consolidated subsidiaries as of such date, minus (ii) the amount of cash and cash equivalents of the Company and its consolidated subsidiaries as of such date minus (iii) loans by the Company and its consolidated subsidiaries to its Partners or Affiliates thereof as of such date.

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

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

  • 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.

  • Related Indebtedness means any and all indebtedness paid or payable by Borrower to Administrative Agent or any Lender pursuant to any Loan Document other than any 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 means 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 by any bond, note, debenture, debenture stock, loan stock, certificate or other instrument which is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market (including, without limitation, any over-the-counter 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 the Borrower and its 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, 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:

  • 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 at any time, Consolidated Total Indebtedness minus all Unrestricted Cash of the Borrowers and their Subsidiaries calculated on a consolidated basis as of such time.

  • 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).

  • 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.