Dealer Holdback Debt definition

Dealer Holdback Debt any Indebtedness for Borrowed Money owed by MSG to Dealers in connection with the purchase of Security Monitoring Contracts.
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Dealer Holdback Debt any Indebtedness for Borrowed Money owed by any Obligor to Dealers in connection with the purchase of Security Monitoring Contracts.
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Examples of Dealer Holdback Debt in a sentence

  • Upon the Closing, no Borrower will have any Indebtedness for Borrowed Money, except (i) Borrowers' Obligations, (ii) Permitted Senior Indebtedness permitted to exist as of the Closing Date pursuant to this Loan Agreement, (iii) the Subordinated Debt and (iv) the Dealer Holdback Debt.

  • On the Effective Date, no Obligor had any Indebtedness for Borrowed Money, except (i) Borrower's Obligations, (ii) Permitted Senior Indebtedness permitted to exist as of the Effective Date pursuant to this Loan Agreement and (iii) the Dealer Holdback Debt.

  • Create, incur, assume or suffer to exist any liability for Indebtedness for Borrowed Money except (i) Borrowers' Obligations, (ii) Permitted Senior Indebtedness, (iii) the Subordinated Debt and (iv) the Dealer Holdback Debt.

  • Make any voluntary or optional prepayment of any Indebtedness for Borrowed Money other than Permitted Senior Indebtedness and Borrower's Obligations and payments made in the ordinary course of business with respect to the Dealer Holdback Debt.

  • Create, incur, assume or suffer to exist any liability for Indebtedness for Borrowed Money except (i) Borrower's Obligations, (ii) Permitted Senior Indebtedness and (iii) the Dealer Holdback Debt.

  • Make any (i) voluntary or optional prepayment of any Indebtedness for Borrowed Money other than Borrowers' Obligations and payments made in the ordinary course of business with respect TO the Dealer Holdback Debt or (ii) any payments with respect to the Subordinated Debt, except as permitted pursuant to the Subordination Agreement.

  • Make any voluntary or optional prepayment of any Indebtedness for Borrowed Money other than Borrowers' Obligations and payments made in the ordinary course of business with respect to the Dealer Holdback Debt.

  • Assume, guarantee, endorse, contingently agree to purchase, become liable in respect of any letter of credit, or otherwise become liable upon the obligation of any Person, except (i) Dealer Holdback Debt, (ii) liabilities arising from the endorsement of negotiable instruments for deposit or collection or (iii) the posting of bonds to secure performance to the extent necessary in connection with Borrower's Security Monitoring Business and similar transactions in the ordinary course of business.

  • FINOVA shall have received evidence that all existing Indebtedness for Borrowed Money has been paid in full or will be paid in full concurrently with the Closing, except the (i) Permitted Senior Indebtedness, (ii) Subordinated Debt and (iii) Dealer Holdback Debt.

  • Assume, guarantee, endorse, contingently agree to purchase, become liable in respect of any letter of credit, or otherwise become liable upon the obligation of any Person, except (i) Dealer Holdback Debt, (ii) liabilities arising from the endorsement of negotiable instruments for deposit or collection or (iii) the posting of bonds to secure performance to the extent necessary in connection with Borrowers' Security Monitoring Business and similar transactions in the ordinary course of business.

Related to Dealer Holdback Debt

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Excluded Asset Disposition means an Asset Disposition permitted pursuant to Section 7.05 other than Asset Dispositions pursuant to Sections 7.05(vii), (xiii), and (xv).

  • Net Proceeds Offer Amount has the meaning set forth in Section 4.16.

  • Excluded Amount means, as of any date of determination, with respect to any Asset: (a) any amount that is attributable to the reimbursement of payment by the applicable Borrower of any tax, fee or other charge imposed by any Governmental Authority on such Asset, (b) any interest or fees (including origination, agency, structuring, management or other up-front fees) that are for the account of the applicable Person from whom the applicable Borrower purchased such Asset, (c) any reimbursement of insurance premiums relating to such Asset, (d) any escrows relating to taxes, insurance and other amounts in connection with such Asset which are held in an escrow account for the benefit of the applicable Borrower pursuant to escrow arrangements under the Investment Documents and (e) any amount deposited into the Asset Account in error.

  • Indemnity Escrow Amount means $3,000,000.

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Escrow Cash is defined in Section 4.1(a).

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Net Proceeds Amount means, with respect to any Transfer of any property by any Person, an amount equal to the difference of

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

  • Excluded Amounts means:

  • Intercompany Indebtedness means Indebtedness of Company or any of its Subsidiaries which is owing to Company or any of its Subsidiaries.

  • Company Indebtedness means all Indebtedness of the Acquired Company and the Acquired Subsidiaries, including (with respect to calculations at or as of the Closing Date) the amount of any prepayment penalty or premium for redemption or repayment thereof on the Closing Date, all calculated in accordance with the Accounting Principles.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Subordinated Principal Distribution Amount As to any Distribution Date and Loan Group, the sum of the following with respect to each Loan Group: (i) the Subordinated Percentage of the applicable Non-PO Percentage of all amounts described in subclauses (a) through (d) of clause (i) of the definition of Non-PO Formula Principal Amount with respect to such Loan Group and such Distribution Date, (ii) with respect to any Mortgage Loan in the related Loan Group that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date, the amount of Liquidation Proceeds allocable to principal received with respect thereto remaining after application thereof pursuant to clause (ii) of the definition of Senior Principal Distribution Amount for that Loan Group, up to the Subordinated Percentage of the applicable Non-PO Percentage of the Stated Principal Balance of such Mortgage Loan, and (iii) the Subordinated Prepayment Percentage of the applicable Non-PO Percentage of the amounts described in subclause (f) of clause (i) of the definition of Non-PO Formula Principal Amount with respect to that Loan Group for such Distribution Date, reduced by the amount of any payments in respect of Class PO Deferred Amounts for such Distribution Date; provided, however, that on any Distribution Date after a Senior Termination Date, the Subordinated Principal Distribution Amount will not be calculated by Loan Group but will equal the amount calculated pursuant to the formula set forth above based on the applicable Subordinated Percentage and Subordinated Prepayment Percentage for the Subordinated Certificates for such Distribution Date with respect to all of the Mortgage Loans as opposed to the Mortgage Loans only in the related Loan Group.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Cash Out means a monetary settlement of any quantities of energy owed to or from the Transporter, after which settlement Shipper, or such other party having title to the Gas, shall no longer have title to such energy.

  • Net Proceeds Offer Payment Date has the meaning set forth in Section 4.16.

  • from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other noncash form), in each case net of:

  • Net Equity Proceeds means an amount equal to any Cash proceeds from the issuance of any Equity Interests of Holdings or any of its Subsidiaries (other than pursuant to any employee stock or stock option compensation plan), net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.

  • Asset Sale Offer Amount shall have the meaning specified in Section 4.14.

  • Asset Sale Proceeds means, with respect to any Asset Sale,

  • Intercompany Debt has the meaning specified in Section 7.02.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Retained Asset Sale Proceeds means that portion of Net Proceeds of a Prepayment Event pursuant to clause (a) of such definition not required to be applied to prepay the Loans pursuant to Section 2.11(c) due to the Disposition/Debt Percentage being less than 100%.

  • First Priority Principal Distribution Amount means, with respect to any Payment Date, an amount equal to the excess, if any, of (a) the Class A Note Balance as of such Payment Date (before giving effect to any principal payments made on the Class A Notes on such Payment Date), over (b) the related Adjusted Pool Balance; provided, however, that (i) the First Priority Principal Distribution Amount on the Class A-1 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-1 Notes to zero; (ii) the First Priority Principal Distribution Amount on the Class A-2a Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-2a Notes to zero; (iii) the First Priority Principal Distribution Amount on the Class A-2b Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-2b Notes to zero; (iv) the First Priority Principal Distribution Amount on the Class A-3 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-3 Notes to zero; and (v) the First Priority Principal Distribution Amount on the Class A-4 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-4 Notes to zero.