Net Indebtedness for Borrowed Money definition

Net Indebtedness for Borrowed Money of the Company means, as of any date, (i) all Indebtedness for borrowed money which the Company or any of its Subsidiaries is obligated or which is binding on the Company or any of its Subsidiaries or any of their respective property, calculated on a consolidated basis without duplication in accordance with GAAP less (ii) any cash or letters of credit that have been posted with the trustee or any similar third party for the purposes of redeeming or repaying any such Indebtedness for borrowed money.
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Net Indebtedness for Borrowed Money means any indebtedness of the Company and HRA for money borrowed, less Cash.
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Net Indebtedness for Borrowed Money means any Indebtedness of the Company, less Cash. "Non-Trade Liabilities" means (without duplication): (a) all liabilities of the Company that would appear as liabilities on a balance sheet prepared in accordance with GAAP; (b) liabilities associated with unfunded pensions; and (c) all amounts due or to become due by the Company in connection with or by reason of the transactions contemplated by this Agreement, but shall not include Indebtedness, any current liabilities, any tax liabilities, any liabilities for the payment of severance or similar benefits to employees of the Company or the Subsidiaries in connection with or by reason of the transactions contemplated by this Agreement or any other liabilities that have been included in the determination of Working Capital. "Optionholders" Section 2.01(e) "Options Acknowledgment" Section 2.02(b) "Order" means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award. "Ordinary Course of Business" means the ordinary and usual course of business of the Company consistent with past practices. "OSHA" means the Occupational Safety and Health Administration. "Outstanding Shares" means, after the Effective Time, (a) shares of Company Capital Stock outstanding immediately prior to the Effective Time and (b) shares of Company Common Stock issuable upon exercise of Company Stock Options and Company Warrants outstanding immediately prior to the Effective Time (whether or not vested) with an exercise price greater than the Closing Consideration Per Common Share. "Parent" Heading Paragraph "Parent Indemnitees" Section 8.02 "Parent Material Adverse Effect" means an event, change or occurrence which, individually or together with any other event, change or occurrence, has or is reasonably likely to have a material adverse effect on the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement. "Parent Working Capital Statement" Section 2.01(h) "Paying Agent" means LaSalle Bank National Association, or such other financial institution which is reasonably acceptable to Parent and Stockholder Representative and which has been appointed to act as agent for the holders of Company Capital Stock in connection with the Merger and to receive the funds to which such holders shall become entitled pursuant to Article II. "Paying Agent Agreement" means the Paying Agent Agreement in the form attached as Exhibit E.
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Examples of Net Indebtedness for Borrowed Money in a sentence

  • The Company shall have Net Indebtedness for Borrowed Money of not more than $100,000,000.

  • Notwithstanding anything to the contrary in the Merger Agreement, the Parties agree and acknowledge that the Parent will be responsible for and be obligated to pay for (a) any interest that accrues on the Net Indebtedness for Borrowed Money and Accrued Dividends on or after January 1, 2006 (the "Accrued Interest") and (b) certain cash payments made by the Company to employees for accrued vacation liability at the request of Parent and Merger Sub ("Vacation Payments").

  • At or immediately prior to the Effective Time, and except as set forth in Section 5.18: (i) the Company shall use all of its Cash to either contribute to the payment of the Accrued Dividends or to contribute to paying off Indebtedness, as directed by Parent; and (ii) Parent shall directly pay (as part of the Base Purchase Price) or assume (through the Merger) the Net Indebtedness for Borrowed Money.


More Definitions of Net Indebtedness for Borrowed Money

Net Indebtedness for Borrowed Money means, with respect to any Person at any date, without duplication (i) all obligations of such Person for borrowed money or funded indebtedness or issued in substitution for or exchange for borrowed money or funded indebtedness (including indebtedness with respect of principal, bank debt, accrued interest and any applicable prepayment charges or premiums); (ii) any indebtedness of such Person evidenced by any note, debenture or other debt security; (iii) all capital lease obligations of such Person; (iv) any indebtedness secured by a lien on such Person’s assets; (v) all obligations of such Person in respect of the termination of interest rate swap agreements; (vi) any obligations of such Person with respect to unpaid payables in excess of 150 days; (vii) any obligations of such Person with respect to bank overdrafts and outstanding checks; (viii) any obligation of such Person for the deferred purchase price of property or services (other than trade payables and other current liabilities incurred in the ordinary course of business); (ix) any commitment by which such Person assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit, except for such letters of credit set forth on the attached Undisclosed Liabilities Schedule); (x) any obligation guaranteed by such Person (including guarantees in the form of an agreement to repurchase or reimburse); (xi) any liability of such Person under deferred compensation plans, severance plans, bonus plans, employment agreements or similar arrangements payable as a result of the transactions contemplated herein; and (xii) any accrued interest, prepayment premiums or penalties related to any of the foregoing; less: cash and cash equivalents and any deposits-in-transits that have been recorded by such Person as a reduction in accounts receivable at Closing. The Indebtedness of any Person shall not include the Indebtedness of any other entity to the extent such Person is liable thereof as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent that terms of such Indebtedness provide that such Person is liable therefore.
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Related to Net Indebtedness for Borrowed Money

  • Indebtedness for Borrowed Money means any present or future indebtedness (whether being principal, premium, interest or other amounts) for or in respect of (i) money borrowed, (ii) liabilities under or in respect of any acceptance or acceptance credit or (iii) any bonds, notes, debentures, loan capital, certificates of deposit, loan stock or other like instruments or securities offered, issued or distributed whether by way of public offer, private placement, acquisition consideration or otherwise and whether issued for cash or in whole or in part for a consideration other than cash;

  • Borrowed Money means any obligation (excluding an obligation under a revolving credit arrangement for which there are no outstanding, unpaid drawings in respect of principal) for the payment or repayment of borrowed money (which term shall include, without limitation, deposits and reimbursement obligations arising from drawings pursuant to letters of credit);

  • Debt for Borrowed Money of any Person means all items that, in accordance with GAAP, would be classified as indebtedness on a Consolidated balance sheet of such Person.

  • Indebtedness for Money Borrowed means with respect to any Person, without duplication, all indebtedness in respect of money borrowed, including without limitation all Capital Leases and the deferred purchase price of any property or asset, evidenced by a promissory note, bond, debenture or similar written obligation for the payment of money (including conditional sales or similar title retention agreements), other than trade payables incurred in the ordinary course of business.

  • 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:

  • 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.

  • 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 Funded Indebtedness means, as of any date of determination with respect to the MLP and its Subsidiaries on a consolidated basis, without duplication, the sum of: (a) all obligations for borrowed money (including the Obligations) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) the maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business); (d) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by the MLP or a Subsidiary (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by the MLP or such Subsidiary or is limited in recourse; (e) all Attributable Indebtedness; (f) all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) all Guarantees with respect to Indebtedness of the types specified in clauses (a) through (f) above of another Person; and (h) all Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which any Loan Party or any Subsidiary is a general partner or joint venturer, except to the extent that Indebtedness is expressly made non-recourse to such Person.

  • 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 Debt means all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

  • 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.

  • 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.

  • 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.

  • Consolidated Indebtedness means at any time the Indebtedness of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time.

  • Excluded Indebtedness means all Indebtedness not incurred in violation of Section 6.01.

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

  • Consolidated Total Funded Indebtedness (i) obligations under any derivative transaction or other Hedging Agreement, (ii) undrawn Letters of Credit, (iii) Earn-Outs to the extent not then due and payable and if not recognized as debt on the balance sheet in accordance with GAAP and (iv) leases that would be characterized as operating leases in accordance with GAAP on the date hereof.

  • 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).

  • 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.

  • Securitization Indebtedness means (i) Indebtedness of the Company or any of its Restricted Subsidiaries incurred pursuant to on-balance sheet Securitizations treated as financings and (ii) any Indebtedness consisting of advances made to the Company or any of its Restricted Subsidiaries based upon securities issued by a Securitization Entity pursuant to a Securitization and acquired or retained by the Company or any of its Restricted Subsidiaries.

  • Recourse Indebtedness means Indebtedness that is not Non-Recourse Indebtedness; provided that personal recourse for Customary Recourse Exceptions shall not, by itself, cause such Indebtedness to be characterized as Recourse Indebtedness.

  • Long-Term Indebtedness means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

  • Consolidated Senior Funded Debt means Consolidated Funded Debt that is not Subordinated Debt.

  • Consolidated Total Net Indebtedness means, on any date, the excess of (i) Consolidated Total Indebtedness over (ii) the lesser of (x) $500,000,000 and (y) the aggregate amount of unrestricted cash and cash equivalents of the Company and its Consolidated Subsidiaries, determined on a consolidated basis in accordance with GAAP as of such date.