Assumed Indebtedness definition

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 Indebtedness. Indebtedness for borrowed money of the Parent Borrower and its Restricted Subsidiaries outstanding on the Closing Date and disclosed on Schedule 1.1(c).

Assumed Indebtedness means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Subsidiary or (b) assumed in connection with an Investment in or Acquisition of such Person, and which, in each case, (i) has not been incurred or created in connection with, or in anticipation or contemplation of, such Person becoming a Subsidiary, (ii) only such Person (or its Subsidiaries so acquired) are obligors with respect to such Indebtedness, (iii) such Indebtedness is not a revolving loan facility; and (iv) such Indebtedness is not secured by any Liens on working capital assets.

Examples of Assumed Indebtedness in a sentence

• McKesson shall have received payment in full of all interest that has accrued from and after December 31,2003 through January 31,2004 on the Assumed Indebtedness at the rate applicable as provided in this Agreement.

• After giving effect to the consummation of the Transactions on the Closing Date, Holdings and its Subsidiaries shall have no outstanding Indebtedness for borrowed money held by third parties, except for Indebtedness incurred pursuant to the Debt Financing, Indebtedness that has been redeemed, released, defeased or otherwise discharged (or irrevocable notice for redemption thereof has been given) and any Assumed Indebtedness and any Existing Capitalized Lease Obligations.

• After giving effect to the consummation of the Atkore Investment, Holdings and its Subsidiaries shall have no outstanding preferred equity or Indebtedness for borrowed money, in each case held by third parties, except for indebtedness incurred pursuant to the Debt Financing, any Assumed Indebtedness and any Existing Financing Leases.

• The Initial Purchase Price payable by the Buyer at Closing shall be decreased by the amount of the Estimated Assumed Indebtedness.

• By Purchaser if the Assumed Indebtedness minus the Maritime Adjustment Amount exceeds $41,300,000.

More Definitions of Assumed Indebtedness

Assumed Indebtedness. Indebtedness assumed in connection with a Permitted Acquisition, provided that (a) such Indebtedness is outstanding at the time of such acquisition and was not incurred in connection therewith or in contemplation thereof and (b) in the event that such Permitted Acquisition constitutes an acquisition of property other than Capital Stock, such Indebtedness was incurred in order to acquire or improve such property.

Assumed Indebtedness means the Indebtedness set forth and described on Schedule A.

Assumed Indebtedness shall have the meaning set forth in Section 2.2(a).

Assumed Indebtedness means all indebtedness owing as of the date hereof by Accent Rx to McKesson (or any affiliate of McKesson), whether liquidated or unliquidated, whether or not evidenced by a promissory note or other instrument, whether or not contingent, and whether or not specifically identified in this Agreement or in the Accent Rx Debt Documents, including but no limited all of the APP Obligations previously assumed by Accent Rx., and all fees, costs and expenses for which Accent Rx was required to reimburse McKesson or any of McKesson’s affiliates.

Assumed Indebtedness means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Subsidiary or (b) assumed in connection with an Investment in or Acquisition of such Person, and which, in each case, (i) has not been incurred or created in connection with, or in anticipation or contemplation of, such Person becoming a Subsidiary, (ii) only such Person (or its Subsidiaries so acquired) are obligors with respect to such Indebtedness, (iii) such Indebtedness is not a revolving loan facility; and (iv) such Indebtedness is not secured by any Liens on working capital assets (including any assets of the type included in the Borrowing Base). “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. “Audited Financial Statements” means the audited Consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended June 30, 2021, and the related Consolidated statements of income or operations, retained earnings and cash flows for such fiscal year of the Company and its Subsidiaries, including the notes thereto, in the form and scope provided to the Administrative Agent before the Closing Date. “Auditor” has the meaning specified in Section 7.01(a). “Australian Dollars” means the lawful currency of Australia. “Auto-Extension Letter of Credit” has the meaning specified in Section 2.03(b)(iii). “Availability” means (a) the Maximum Borrowing Amount minus (b)

Assumed Indebtedness has the meaning specified in Section 7.03(g).

Assumed Indebtedness is defined in clause (l) of Section 7.2.2.