Net Intercompany Payable definition

Net Intercompany Payable means, as of the Reference Time, the excess of (i) the intercompany Liabilities owed by the Transferred Subsidiaries, on the one hand, to Parent or its Affiliates (other than the Transferred Subsidiaries), on the other hand, over (ii) the intercompany receivables of the Transferred Subsidiaries, on the one hand, from Parent or its Affiliates (other than the Transferred Subsidiaries), on the other hand. Solely for purposes of clarity, the Net Intercompany Payable shall only be a positive number or zero and shall only include intercompany receivables and payables between Parent or its Affiliates (other than Transferred Subsidiaries), on the one hand, and Transferred Subsidiaries, on the other hand, but shall not include intercompany receivables and payables between Transferred Subsidiaries.
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Net Intercompany Payable means, as of immediately prior to the Closing, the net amount owed by the Target Companies to the Oxford Companies after giving effect to the Restructuring. In the event the net amount owed by the Target Companies to the Oxford Companies after giving effect to the Restructuring is less than zero, the Net Intercompany Payable shall be deemed to be zero.
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Examples of Net Intercompany Payable in a sentence

  • If Parent fails to respond to Buyer within such thirty (30) day period, Parent shall be deemed to have irrevocably accepted and agreed to the Closing Statement, including the calculation of Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, as set forth therein.

  • The remedies provided in this Section 2.05(c) shall be the exclusive remedy for resolving disputes related to the determination of Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, and the decision of the Working Capital Accounting Firm shall be final and binding on Parent and Buyer absent manifest error.

  • Simultaneous determination of paracetamol, pseudoephedrine, dextrophan and chlorpheniramine in human plasma by liquid chromatography–tandem mass spectrometry.

  • The Western Union Parties shall forgive the First Data Net Intercompany Payable and the First Data Parties shall forgive the .

  • Immediately following declaration of such dividends and distributions, First Data and each of the applicable Western Union Subsidiaries and Distributed Companies shall enter into instruments of assignment, contribution and assumption in furtherance of the actions contemplated by the distribution in cancellation, as of the Intercompany Distribution Time, of the First Data Net Intercompany Payable as of the close of business on the Distribution Date.

  • Participants shall have no rights under the Indenture or this Supplemental Indenture with respect to any Global Security held on their behalf by a Depositary, and such Depositary may be treated by the Company, the Trustee and any registrar as the owner of such Global Note for all purposes whatsoever.

  • In 2006, the main pipelines were replaced with new HDPE DN200 pipes under the Pilot WSSP, financed by the World Bank.

  • Immediately following declaration of such dividends and distributions, First Data and each of the applicable Western Union Subsidiaries and Distributed Companies entered into instruments of assignment, contribution and assumption in furtherance of the actions contemplated by the distribution in cancellation of the First Data Net Intercompany Payable as of the close of business on September 27, 2006.

  • To the extent that the Net Intercompany Payable is less than the Estimated Net Intercompany Payable, the Parties shall treat Oxford as having paid an amount of cash equal to such difference as a refund of a portion of the payment described in Section 1.9(a), and Holdco as having paid an equivalent amount to Oxford as an adjustment to the Election Consideration.

Related to Net Intercompany Payable

  • Intercompany Payables means all account, note or loan payables and all advances (cash or otherwise) or any other extensions of credit that are payable by Seller or any of its Affiliates (other than the Company or its Subsidiaries) to the Bank, the Company or its other Subsidiaries.

  • Net Interest Expense means, for any period, the total of (a) Interest Expense for such period minus (b) Interest Expense to Affiliates for such period to the extent included in the amount referred to in clause (a) and related to (i) interest payments on debt obligations that are subordinated to the obligations of the Borrower under this Agreement, (ii) interest on Nonrecourse Indebtedness or (iii) Transitional Funding Instrument Interest.

  • Net Interest Bearing Debt means the aggregate interest bearing debt less cash and cash equivalents of the Group in accordance with the applicable accounting principles of the Group from time to time (for the avoidance of doubt, excluding guarantees, bank guarantees, shareholder loans, any claims subordinated pursuant to the Intercreditor Agreement and interest bearing debt borrowed from any Group Company).

  • Intercompany Debt has the meaning specified in Section 7.02(d).

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

  • Intercompany Loans shall have the meaning provided in Section 10.05(h).

  • Intercompany Loan shall have the meaning provided in Section 8.05(g).

  • 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.

  • Consolidated Cash Interest Charges means, for any Measurement Period, all Consolidated Interest Charges paid or payable in cash by Holdings and its Subsidiaries on a consolidated basis.

  • Consolidated Scheduled Funded Debt Payments means for any period for the Borrower and its Subsidiaries on a consolidated basis, the sum of all scheduled payments of principal on Consolidated Funded Indebtedness, as determined in accordance with GAAP. For purposes of this definition, “scheduled payments of principal” (a) shall be determined without giving effect to any reduction of such scheduled payments resulting from the application of any voluntary or mandatory prepayments made during the applicable period, (b) shall be deemed to include the Attributable Indebtedness in respect of Capital Leases, Securitization Transactions and Synthetic Leases and (c) shall not include any voluntary prepayments or mandatory prepayments required pursuant to Section 2.05.

  • Consolidated Interest Expense means, with respect to any Person for any period, without duplication, the sum of:

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • Unsecured Interest Expense means, for any period, all Consolidated Interest Expense for such period attributable to Unsecured Indebtedness.

  • Scheduled Funded Debt Payments means, as of any date of determination for the Borrower and its Subsidiaries, the sum of all scheduled payments of principal on Funded Debt for the applicable period ending on the date of determination (including payments due on Capital Leases and mortgaged real properties (including any Mortgaged Properties) during the applicable period ending on the date of determination).

  • Consolidated Cash Interest Expense means, for any period, Consolidated Interest Expense for such period, excluding any amount not payable in Cash.

  • Consolidated Net Interest Expense means, with respect to any Person for any period, (a) gross interest expense of such Person and its Subsidiaries for such period determined on a consolidated basis and in accordance with GAAP (including, without limitation, interest expense paid to Affiliates of such Person), less (b) the sum of (i) interest income for such period and (ii) gains for such period on Hedging Agreements (to the extent not included in interest income above and to the extent not deducted in the calculation of gross interest expense), plus (c) the sum of (i) losses for such period on Hedging Agreements (to the extent not included in gross interest expense) and (ii) the upfront costs or fees for such period associated with Hedging Agreements (to the extent not included in gross interest expense), in each case, determined on a consolidated basis and in accordance with GAAP.

  • Cash Interest Expense means, for any period, Consolidated Interest Expense for such period, less the sum of (a) interest on any debt paid by the increase in the principal amount of such debt including by issuance of additional debt of such kind, (b) items described in clause (c) or, other than to the extent paid in cash, clause (g) of the definition of “Consolidated Interest Expense” and (c) gross interest income of Borrower and its Subsidiaries for such period.

  • Intercompany Receivables means all account, note or loan payables and all advances (cash or otherwise) or any other extensions of credit that are receivable by Seller or any of its Affiliates (other than the Company or its Subsidiaries) from the Bank, the Company or its other Subsidiaries.

  • Consolidated Interest Charges means, for any period, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Company and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Company and its Subsidiaries with respect to such period under capital leases that is treated as interest in accordance with GAAP.

  • Consolidated Depreciation and Amortization Expense means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees or costs, capitalized expenditures, customer acquisition costs and incentive payments, conversion costs and contract acquisition costs, the amortization of original issue discount resulting from the issuance of Indebtedness at less than par and amortization of favorable or unfavorable lease assets or liabilities, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

  • Consolidated Depreciation and Amortization Charges means, for any period, the aggregate of all depreciation and amortization charges for fixed assets, leasehold improvements and general intangibles (specifically including goodwill) of Borrower for such period, as determined on a Consolidated basis and in accordance with GAAP.

  • Uncollected Interest With respect to any Distribution Date for any Mortgage Loan on which a Payoff was made by a Mortgagor during the related Payoff Period, except for Payoffs received during the period from the first through the 14th day of the month of such Distribution Date, an amount equal to one month’s interest at the applicable Pass-Through Rate on such Mortgage Loan less the amount of interest actually paid by the Mortgagor with respect to such Payoff.

  • Consolidated Cash Taxes means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the aggregate of all taxes, as determined in accordance with GAAP, to the extent the same are paid in cash during such period.

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • Intercompany Advance Agreement The Intercompany Advance Agreement, dated as of September 11, 2009, between Ally Bank and Ally Auto, as amended, supplemented or modified from time to time.

  • Off-Balance Sheet Obligations means liabilities and obligations of the Borrower, any Subsidiary or any other Person in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which the Borrower would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Borrower’s report on Form 10-Q or Form 10-K (or their equivalents) which the Borrower is required to file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor).