Combined Business Debt definition

Combined Business Debt in Section 1.1 of the Purchase Agreement is hereby amended by:
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Combined Business Debt in Section 1.1 of the Purchase Agreement is hereby amended by adding the following proviso at the end (and by making appropriate changes to punctuation): “; provided that, notwithstanding clause (a) and notwithstanding the amount of Estimated Closing Combined Business Debt set forth on the Estimated Closing Balance Sheet (which amount shall be deemed adjusted hereby to give effect to this proviso), the obligations of the Combined Business with respect to the Metals Repo shall not be Combined Business Debt for any purpose hereunder.”
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Combined Business Debt as of any date, an amount equal to, without duplication, (a) all outstanding Indebtedness (including, for purposes of this definition, any obligations of the Combined Business with respect to repurchase agreements, any reimbursement obligations under letters of credit and any other amounts in the nature of and reflected as short-term borrowings) of the Combined Business on such date, including, without duplication, (i) Indebtedness of the Transferred Companies owed to RBS, the Partnership or any of their respective Affiliates (other than the Transferred Companies, (ii) intracompany Indebtedness of RBS related to the Combined Business and reflected as short-term borrowings and (iii) Indebtedness of the Combined Business (including Indebtedness of RBS in respect of the Combined Business) to Third Parties, in each case, together with all interest, fees and expenses associated with the repayment of such Indebtedness (in accordance with the terms thereof) on such date, and (b) (i) the excess, if any, of the amount of intercompany payables of the Combined Business due to the Partnership or any of the SET Companies (other than the Transferred Companies), other than intercompany payables arising under Trading Agreements that are Affiliate Agreements and that will not be terminated under Section 7.12, on such date over the amount of intercompany receivables of the Combined Business due from the Partnership or any of the SET Companies (other than the Transferred Companies), other than intercompany receivables arising under Trading Agreements that are Affiliate Agreements and that will not be terminated under Section 7.12, on such date and (ii) the excess, if any, of the amount of intercompany payables (including any “gold leases”) of the Combined Business due to RBS and its Subsidiaries (other than the Partnership and the SET Companies), other than intercompany payables arising under Trading Agreements that are Affiliate Agreements and that will not be terminated under Section 7.12, on such date over the amount of intercompany receivables of the Combined Business due from RBS and its Subsidiaries (other than the Partnership and the SET Companies), other than intercompany receivables arising under Trading Agreements that are Affiliate Agreements and that will not be terminated by Section 7.12, on such date, in each case in clauses (a) and (b) to the extent such item would have been reflected if the Combined Business Reference Balance Sheet had been prepared on such d...
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Examples of Combined Business Debt in a sentence

  • The Purchaser shall have received payoff letters, in customary form, with respect to the repayment of the Estimated Closing Payoff Combined Business Debt.

  • The Sellers shall have received payoff letters, in customary form, with respect to the repayment of the Closing Payoff Combined Business Debt.

Related to Combined Business Debt

  • Consolidated Businesses means the General Partner, the Borrower and their wholly-owned Subsidiaries.

  • Minority-owned business means a business concern which is at least 51% owned by one or more minority persons, or in the case of a corporation, at least 51% of the stock in which is owned by one or more minority persons; and the management and daily business operations of which are controlled by one or more of the minority individuals who own it.

  • Excluded Business has the meaning set forth in Section 6.10.

  • Excluded Businesses has the meaning set forth in Schedule 1.

  • Combined EBITDA means, for any period, Combined Net Income for such period plus, (a) without duplication and to the extent reflected as a charge in the statement of such Combined Net Income for such period, the sum of (i) income tax expense, (ii) Combined Interest Expense, (iii) amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Notes), (iv) depreciation and amortization expense, (v) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (vi) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Combined Net Income for such period, losses on sales of assets outside of the ordinary course of business) and (vii) any non-cash charges, including non-cash charges resulting from the vesting or issuance of equity to employees, principals or others, and minus, (b) without duplication and to the extent included as income or gain in the statement of such Combined Net Income for such period, the sum of (i) any extraordinary, unusual or non-recurring non-cash income or gains (including, whether or not otherwise includable as a separate item in the statement of such Combined Net Income for such period, non-cash gains on the sales of assets outside of the ordinary course of business) and (ii) any other non-cash income, all as determined on a combined basis, and plus or minus, as appropriate, (c) without duplication of the items set forth in clauses (a) and (b) above, the adjustments equivalent to those that OCG made to arrive at its “Adjusted Net Income” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as filed with the SEC), to the extent relevant to the Obligors, and (d) without duplication of the items set forth in clauses (a), (b) and (c) above, the adjustments replacing investment income (loss) with receipts of investment income from funds and companies equivalent to those that OCG made to arrive at its “Distributable Earnings” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as filed with the SEC), to the extent relevant to the Obligors; provided that the contribution to Combined EBITDA of a subsidiary that is not a wholly owned subsidiary shall be calculated in proportion to the Obligors’ aggregate direct or indirect economic interests in such subsidiary.

  • Minority Owned Business Enterprise or "MBE" means a firm awarded certification as a minority owned and controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification as a minority owned and controlled business by Cook County, Illinois. However, it does not mean a firm that has been found ineligible or which has been decertified by the City or Cook County.

  • Specified Business means a business of a kind prescribed by the regulations to be a specified business; tenant, in relation to a lease, means the person who, under the lease, is or would be entitled to occupy the premises the subject of the lease; Tribunal means the State Administrative Tribunal;

  • Women-owned business concern means a concern which is at least 51 percent owned by one or more women; or in the case of any publicly owned business, at least 51 percent of its stock is owned by one or more women; and whose management and daily business operations are controlled by one or more women.

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Qualified business means an eligible business that:

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Consolidated Group means the Borrower and all Subsidiaries which are consolidated with it for financial reporting purposes under GAAP.

  • Retained Businesses means all businesses now, previously or hereafter conducted by Sellers or any of their Affiliates, other than the Businesses, and “Retained Business” specifically includes the Specified Retained Businesses.

  • Women-owned business means a business that is at least 51 percent owned by one or more women who are United States citizens or legal resident aliens, or in the case of a corporation, partnership, or limited liability company or other entity, at least 51 percent of the equity ownership interest in the corporation, partnership, or limited liability company or other entity is owned by one or more women who are United States citizens or legal resident aliens, and both the management and daily business operations are controlled by one or more women.

  • Woman owned business means a woman owned business that is a continuing, independent, for profit business which performs a commercially useful function, and is at least fifty-one percent (51%) owned and controlled by one or more women; or, in the case of any publicly owned business, at least fifty-one percent (51%) of the stock of which is owned and controlled by one (1) or more women and whose management and daily business operations are under the control of one (1) or more women.

  • Consolidated EBITR means, for any fiscal period of the Borrower, an amount equal to Consolidated Net Income (Loss) for such period, plus, to the extent deducted in determining Consolidated Net Income (Loss), (i) Consolidated Tax Expense for such period, (ii) Consolidated Interest Expense for such period, and (iii) Consolidated Rental Expense for such period.

  • Women Owned Business Enterprise or "WBE" means a firm awarded certification as a women owned and controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification as a women owned business by Cook County, Illinois. However, it does not mean a firm that has been found ineligible or which has been decertified by the City or Cook County.

  • Restricted business operations means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan Accountability and Divestment Act of 2007 (Pub. L. 110-174). Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate—

  • Consolidated Restricted Subsidiaries means any Restricted Subsidiaries that are Consolidated Subsidiaries.

  • Historically Underutilized Business or “HUB” means a minority or women-owned business as defined by Texas Government Code, Chapter 2161.

  • Combined Group means a group of corporations or other entities that files a Combined Return.