Party Indebtedness definition

Party Indebtedness means indebtedness incurred by a Party, in accordance with the laws of the Commonwealth, for the purpose of financing all or a portion of the costs of a Business Park.
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Party Indebtedness means the aggregate amount of all outstanding loans owing by any Relevant Group Company (save that in the case of Majority Owned Group Companies only the Proportionate Share of such outstanding loans shall be included) to any third party (other than a member of the Vendor's Group or the Group) as at the close of business on the Completion Date but excluding any Relevant Group Companies' Cash Balances, Intra-Group Indebtedness and trading debt or liabilities arising in the ordinary course; THIRD PARTY INDEBTEDNESS DETERMINATION DATE means the date on which the process described in Part 2 of Schedule 7 for the preparation of the Third Party Indebtedness Statement is complete;
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Party Indebtedness means the Seller’s estimate of the Third-Party Indebtedness at the Completion Date on the basis of the previous available month’s management accounts, as set out in the Estimated Indebtedness Statement;
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Examples of Party Indebtedness in a sentence

  • The Company agrees that the proceeds of this Note shall be used for general working capital purposes but shall not be used to pay any indebtedness for borrowed money or to pay any Related Party Indebtedness (as hereinafter defined).

  • From and after the Closing, Assignee will take all action and execute all documents necessary to ensure that the Related Party Indebtedness in Assignor is extinguished.

  • In the event that payment of the amounts under this Paragraph 1 are prohibited because of the existence of a default, that is neither waived nor cured, under the terms of any Third Party Indebtedness of Agrilink and/or any of its subsidiaries having a principal amount in excess of $20,000,000, the payments due hereunder will be deferred until permitted by the applicable instruments evidencing such indebtedness and will then be made to the fullest extent permitted.

  • The Closing Statement sets out the Working Capital, the Working Capital Adjustment, the Vaccines Group Companies’ Cash Balances, the Intra-Group Non-Trade Receivables, the Third Party Indebtedness, the Intra-Group Non-Trade Payables and the Tax Adjustment, in each case as prepared in accordance with the specific rules, principles, policies and practices set forth in this Part 2 of Schedule 16.

  • Directly or indirectly, purchase, redeem, defease or pay any principal, interest, fee, commission or other amount relating to any Indebtedness (including, for certainty, Related Party Indebtedness) other than Indebtedness owing by the Borrower to the Lender or Permitted Debt.

  • None of the Target Group Companies: (i) has any Third Party Indebtedness exceeding US$1million; or (ii) is a party to any financial instruments (including any swaps or derivatives).

  • In consideration of and in exchange for the sale, assignment, transfer and conveyance of the Business and the Assets, Assignee agrees to cancel and release Assignor in connection with any obligations owned to Assignee for the Related Party Indebtedness.

  • At Closing, the Company will have no (i) Indebtedness, including Related Party Indebtedness, except as otherwise agreed by Buyer as contemplated by this Agreement, or (ii) accrued salaries or payroll taxes in excess of the Accrued Salary and Payroll Tax Cap.

  • As at 30June 2017(Unaudited)As at 30June 2016(Unaudited)As at 31 December2016(Audited) £m£m£mCurrent Deferred and contingent consideration due within one year0.20.30.2Non-current Deferred and contingent consideration due after one year——0.1Total financial liabilities0.20.30.3 Bump contingent considerationContingent consideration payable for the 2014 acquisition of Bump are amounts equal to the 2016 EBITDA earned by Bump, plus 25% of its 2017 EBITDA.

  • Any disagreement by any Investor as to the assumption or allocation of any Third Party Indebtedness pursuant to this Clause shall be referred to be determined in accordance with Clause 9.

Related to Party Indebtedness

  • Company Indebtedness means all indebtedness of the Company (including without limitation, any loans, advances, letters of credit, bank overdrafts, capital lease obligations and all other indebtedness of any kind including interest, principal and fees).

  • Refinance Indebtedness has the meaning assigned to such term in Section 6.01(f).

  • Purchase Money Indebtedness means Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred at the time of, or within 20 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof.

  • Project Finance Indebtedness means any present or future indebtedness incurred to finance the ownership, acquisition, development and/or operation of an asset, whether or not an asset of a member of the Group:

  • Priority Indebtedness means (a) Indebtedness of the Company or any Subsidiary (other than that described in Section 6.01(e)) secured by any Lien on any asset(s) of the Company or any Subsidiary and (b) Indebtedness of any Subsidiary, in each case owing to a Person other than the Company or any Subsidiary.

  • Credit Facility Indebtedness means any and all amounts, whether outstanding on the Issue Date or thereafter Incurred, payable under or in respect of any Credit Facility, including without limitation principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees, other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof.

  • Second Lien Indebtedness means the Indebtedness of the Loan Parties owing to the Second Lien Agent and the Second Lien Lenders under the Second Lien Credit Agreement, which Indebtedness is on terms and conditions reasonably acceptable to the Collateral Agent.

  • Permitted Subsidiary Indebtedness means any of the following:

  • 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.

  • 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.

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

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

  • Permitted Purchase Money Indebtedness means, as of any date of determination, Purchase Money Indebtedness incurred after the Closing Date in an aggregate principal amount outstanding at any one time not in excess of $1,000,000.

  • 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:

  • 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.

  • First Lien Indebtedness means Consolidated Total Indebtedness that is secured by a Lien on the Collateral, except by a Lien that is junior to the Liens on the Collateral securing the First Lien Obligations.

  • Refinanced Indebtedness shall have the meaning provided in the definition of the term “Permitted Refinancing Indebtedness”.

  • Secured Recourse Indebtedness means all Indebtedness (including Guaranties of Secured Indebtedness) that is Secured Indebtedness and is not Nonrecourse Indebtedness.

  • Permitted Secured Indebtedness any Secured Indebtedness that:

  • 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.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

  • Permitted Indebtedness means, without duplication, each of the following:

  • Other Permitted Indebtedness means (a) accrued expenses and current trade accounts payable incurred in the ordinary course of the Borrower’s business which are not overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings, (b) Indebtedness (other than Indebtedness for borrowed money) arising in connection with transactions in the ordinary course of the Borrower’s business in connection with its securities transactions, derivatives transactions, reverse repurchase agreements or dollar rolls to the extent such transactions are permitted under the Investment Company Act and the Borrower’s Investment Policies (after giving effect to any Permitted Policy Amendments), provided that such Indebtedness does not arise in connection with the purchase of Portfolio Investments other than Cash Equivalents and U.S. Government Securities and (c) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments or awards do not constitute an Event of Default under clause (l) of Article VII.

  • 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.

  • Permitted Senior Indebtedness means the principal of (and premium, if any), interest on, and all fees and other amounts (including, without limitation, any reasonable out-of-pocket costs, enforcement expenses (including reasonable out-of-pocket legal fees and disbursements), collateral protection expenses and other reimbursement or indemnity obligations relating thereto) payable by Company and/or its Subsidiaries under or in connection with any credit facility to be entered into by the Company and/or its Subsidiaries with one or more financial institutions together with any amendments, restatements, renewals, refundings, refinancings or other extensions thereof); provided, however, that the aggregate outstanding amount of such Permitted Senior Indebtedness (taking into account the maximum amounts which may be advanced under the loan documents evidencing such Permitted Senior Indebtedness) does not as of the date on which any such Permitted Senior Indebtedness is incurred exceed $10,000,000, with respect to the unpaid principal balance of loans thereunder and, provided further that such Permitted Senior Indebtedness shall only be incurred to the extent that the Consolidated Total Indebtedness to Market Capitalization Ratio does not exceed .15 at the time of incurrence of such Permitted Senior Indebtedness.

  • Permitted Unsecured Indebtedness Indebtedness of any Loan Party (a) that is not (and any Guarantees thereof by any Loan Party are not) secured by any collateral (including the Collateral), (b) that does not mature earlier than the date that is 91 days after the Latest Maturity Date then in effect at the time of incurrence thereof and has a weighted average life to maturity no shorter than the Facility of Term Loans with the Latest Maturity Date in effect at the time of incurrence of such Indebtedness, (c) that does not provide for any amortization, mandatory prepayment, redemption or repurchase (other than upon a change of control, fundamental change, customary asset sale or event of loss mandatory offers to purchase and customary acceleration rights after an event of default and, for the avoidance of doubt, rights to convert or exchange into Capital Stock of the Borrower in the case of convertible or exchangeable Indebtedness) prior to the date that is 91 days after the Latest Maturity Date then in effect at the time of incurrence thereof, (d) that contains covenants, events of default, guarantees and other terms that are customary for similar Indebtedness in light of then-prevailing market conditions (it being understood and agreed that such Indebtedness shall not include any financial maintenance covenants and that applicable negative covenants shall be incurrence-based to the extent customary for similar Indebtedness) and, when taken as a whole (other than interest rates, rate floors, fees and optional prepayment or redemption terms), are not more favorable to the lenders or investors providing such Permitted Unsecured Indebtedness, as the case may be, than those set forth in the Loan Documents are with respect to the Lenders (other than covenants or other provisions applicable only to periods after the Latest Maturity Date then in effect at the time of incurrence thereof); provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness or the modification, refinancing, refunding, renewal or extension thereof (or such shorter period of time as may reasonably be agreed by the Administrative Agent), together with a reasonably detailed description of the material terms and conditions of such resulting Indebtedness or drafts of the material definitive documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements shall be conclusive, and (e) that is not guaranteed by any Person other than on an unsecured basis by the Borrower and/or Restricted Subsidiaries that are Loan Parties.