Buyer Indebtedness definition
Buyer Indebtedness means GS Indebtedness.
Buyer Indebtedness means all payment obligations (including obligations under capitalized leases) of Buyer to any bank, insurance company, finance company or other institutional lender or other Person for money borrowed and obligations evidenced by the Deferral Notes; provided, however, that Buyer Indebtedness shall not include trade payables and accruals, Post-Closing Cash, the Chardan Capital Fee or the FlatWorld Warrant Proceeds.
Buyer Indebtedness means all (i) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money, (ii) indebtedness evidenced by any note, bond, debenture or other debt security, (iii) obligations in respect of any financial hedging arrangements or similar agreements, (iv) obligations as lessee or lessees under leases that have been recorded as capital leases in accordance with GAAP and (v) all guarantees in respect of clauses (i) through (iv), in each case of Buyer and each of its Subsidiaries.
Examples of Buyer Indebtedness in a sentence
Parent may have immediate recourse against Guarantor for full and immediate payment of the Buyer Indebtedness at any time after the Indebtedness, or any part thereof, has not been paid in full when due or performed when required by this Agreement.
Unless otherwise requested by Buyer, Indebtedness among Holdings and its Subsidiaries shall not be repaid or cancelled prior to Closing.
More Definitions of Buyer Indebtedness
Buyer Indebtedness has the meaning set forth in the Section 2(f).
Buyer Indebtedness has the meaning set forth in Section 5.14 hereof.
Buyer Indebtedness means as of the Closing and without duplication, all of Newco’s and its consolidated Subsidiaries’ obligations for principal, interest, premiums or other obligations (including prepayment penalties or breakage costs assuming any of the following is repaid or otherwise settled in its entirety on the measuring date) in respect of (a) indebtedness for borrowed money, (b) all obligations evidenced by bonds, debentures, notes or similar instruments, together with all premiums, penalties and accrued interest thereon and other costs, fees and expenses payable in connection therewith, (c) all obligations for the deferred purchase price of property, goods or services other than accounts payable incurred in the ordinary course of business, (d) all indebtedness created or arising under a conditional sale or other title retention agreements with respect to property acquired, (e) all obligations as lessee or lessees under leases that are recorded as capital leases in accordance with GAAP, (f) all obligations under acceptance, letters of credit, bankers’ acceptances, surety bonds and similar instruments, in each case, to the extent drawn, (g) guarantees of all indebtedness of a Person of the type referred to in clauses (a) through (f) above, (h) all indebtedness of the type referred to in clauses (a) through (g) above that is secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any lien on property (including accounts and contract rights), even though such Person has not assumed, become liable for or guaranteed the payment of such indebtedness, and (i) the preference amount as of Closing of all Equity Securities of Newco which are senior to the Class A Interests with respect to dividends or upon liquidation, or having any right to priority distributions over the Class A Interests (including without limitation the unreturned Class A Additional Capital plus the aggregate unpaid amount of Class A Additional Capital Yield (each as defined in the Amended and Restated Newco Operating Agreement)).
Buyer Indebtedness means, with respect to the Buyer and its Subsidiaries, at any date, without duplication: (i) all obligations of such Person for borrowed money or in respect of loans or advances, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments or debt securities, (iii) any commitment by which a Person assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit and bankers' acceptances), (iv) all obligations arising from cash/book overdrafts, (v) all obligations of such Person secured by a Lien on such Person's assets, (vi) all guarantees of such Person in connection with any of the foregoing and any other indebtedness guaranteed in any manner by a Person (including guarantees in the form of an agreement to repurchase or reimburse), (vii) all capital lease obligations (but not operating leases), (viii) all indebtedness for the deferred purchase price of property with respect to which a Person is liable, contingently or otherwise, as obligor or otherwise (other than trade payables and other current liabilities incurred in the Ordinary Course of Business), (ix) all other liabilities classified as non-current liabilities in accordance with GAAP as of the Closing Date and (x) all accrued interest, prepayment premiums or penalties related to any of the foregoing.
Buyer Indebtedness means, without duplication: (i) all obligations of any Buyer Company for bank or other third party indebtedness for borrowed money; (ii) all obligations of any Buyer Company evidenced by bonds, debentures, notes, mortgages (including chattel mortgages) or other similar instruments; (iii) all obligations in respect of bid bonds, performance bonds or letters of credit, to the extent drawn, and bankers’ acceptances issued for the account of any Buyer Company; and (iv) all accrued and unpaid interest, premiums, make-whole payments, change of control payments, and prepayment or redemption premiums fees or penalties with respect to any of the foregoing.