Remaining Indebtedness definition

Remaining Indebtedness means, collectively, the Indebtedness set forth on Section 1.1(b) to the Target Disclosure Letter.
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Remaining Indebtedness means, with respect to the Companies at any date, without duplication, in each case as determined in accordance with GAAP:
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Remaining Indebtedness means any Indebtedness of the Company that is not being paid in full as of the closing out of the proceeds of the Purchase Price or is otherwise included in calculating the net equity value of the Companies’ Acquired Structured Settlements as of the Closing Date.
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Examples of Remaining Indebtedness in a sentence

  • Around 2 weeks after the Supplemental Announcement (as defined below) has been published 2 (a) The Company and VC (and his associates, including Keen Start and Kingly Profits) shall negotiate in good faith within 3 weeks from the date of the Framework Agreement to formulate a plan and enter into a definitive agreement for the repayment of the Remaining Indebtedness (as defined below) (the “Remaining Indebtedness Restructuring Plan”).

  • If Final Closing Date Remaining Indebtedness is greater than the Estimated Closing Date Remaining Indebtedness, then the Purchase Price will be reduced by the amount of such excess, and Buchanan shall deliver to the Purchaser cash in the amount of such excess.

  • Schedule V attached hereto sets forth a list of Indebtedness of the Companies, other than Remaining Indebtedness, as of the date of this Agreement.

  • Delivers targeted, culturally-appropriate information to help individuals and groups understand health information.

  • At the Closing, the Purchase Price shall be adjusted by (A) either (1) an increase by the amount, if any, by which the Estimated Closing Date Working Capital (as determined in accordance with Section 2.4(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Date Working Capital is less than the Target Working Capital, and (B) a decrease by the amount, if any, of the Estimated Closing Date Remaining Indebtedness.

  • The decision of the Accounting Arbitrator shall be deemed final and binding upon the Parties and enforceable by any court of competent jurisdiction and the Accounting Arbitrator’s final calculation of (i) Actual Closing Date Working Capital shall be deemed the “ Final Working Capital.”, (ii) Closing Date Cash shall be deemed the “Final Closing Date Cash”, and (iii) Closing Date Remaining Indebtedness shall be deeded the “Final Closing Date Remaining Indebtedness”.

  • Special meetings may be called to conduct business only if the quorum is present.

  • The Remaining Indebtedness, if any, shall result in a reduction of the Purchase Price in accordance with Section 2.4 below.

  • The Owned Real Property and the Company Real Property shall be delivered to the Purchaser on the Closing Date free and clear of all Indebtedness, other than the Remaining Indebtedness.

  • All Indebtedness, other than the Remaining Indebtedness, of the Companies as of the Closing Date shall have been fullyrepaid.


More Definitions of Remaining Indebtedness

Remaining Indebtedness means at Closing any loan, bond, note, loan stock or debenture or other obligation for borrowed monies, any liability in respect of any acceptance credit or note or bxxx discounting facility, any amount of consideration left outstanding by way of loan under any agreement for the sale of assets and/or the supply of services and any guarantee or indemnity in respect of any of the foregoing, (the amount thereof in each case being taken for this purpose to be the maximum amount capable of being outstanding from the Company thereunder whether or not then due or owing or advanced at the time of calculation) and any costs or other debts or liabilities of any kind whatsoever to any creditors or third parties owing by the Company (but excluding the Primary Shareholder Loans and the Secondary Shareholder Loans);
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Remaining Indebtedness means, with respect to the Companies at any date, without duplication, in each case as determined in accordance with GAAP: (a) any deferred revenue, (b) any customer deposits, and (c) any gift card Liabilities.
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Remaining Indebtedness means the balance of the Existing Indebtedness that remains outstanding after the Congress Facility Paydown and the Term Loan Paydown are effected.
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Remaining Indebtedness the "Stub Debt") on the Funding Date, then the Term Commitments shall be reduced on the Funding Date in an aggregate amount equal to the aggregate amount of the Stub Debt in excess of $150,000,000 as follows: 50% of such amount shall be applied to reduce the Tranche A Term Commitments; 25% of such amount shall be applied to reduce the Tranche B Term Commitments; and 25% of such amount shall be applied to reduce the Tranche C Term Commitments unless the Required Lenders agree to a different allocation.
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Remaining Indebtedness shall have the meaning specified in Section 2.2(a)(i).
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Remaining Indebtedness means the Indebtedness set forth on Schedule 1.2.
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Related to Remaining Indebtedness

  • Surviving Indebtedness has the meaning specified in Section 7.02(s).

  • Closing Indebtedness means the Indebtedness of the Company that remains outstanding and unpaid as of immediately prior to the Closing.

  • Existing Indebtedness means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the Issue Date, until such amounts are repaid.

  • Permitted Refinancing Indebtedness means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

  • Final Closing Indebtedness has the meaning set forth in Section 3.3(b).

  • Closing Indebtedness Amount has the meaning set forth in Section 1.4.

  • Refinancing Indebtedness means Indebtedness of the Issuer or any Restricted Subsidiary to refund, refinance, replace, exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) any Indebtedness existing on the date of this Indenture or Incurred in compliance with this Indenture including Indebtedness that refinances Refinancing Indebtedness; provided, however, that:

  • Permitted Existing Indebtedness means the Indebtedness of the Borrower and its Subsidiaries identified as such on Schedule 1.1.1 to this Agreement.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Outstanding Indebtedness means the aggregate of the Loan and interest accrued and accruing thereon, the Master Swap Agreement Liabilities, the Expenses and all other sums of money from time to time owing by the Borrowers to the Mortgagee and/or any of the Secured Creditors, whether actually or contingently, present or future, under or pursuant to the Loan Agreement, the Master Swap Agreement, the Security Documents or any of them;

  • Credit Agreement Refinancing Indebtedness means (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing Debt or (c) Permitted Unsecured Refinancing Debt, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, existing Term Loans, or any then-existing Credit Agreement Refinancing Indebtedness (“Refinanced Debt”); provided that (i) such Indebtedness has a maturity no earlier, and a Weighted Average Life to Maturity equal to or greater, than 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (ii) such Indebtedness shall not have a greater principal amount (or accreted value, if applicable) than the principal amount (or accreted value, if applicable) of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees and expenses associated with the refinancing, (iii) the terms and conditions of such Indebtedness (except as otherwise provided in clause (ii) above and with respect to pricing, rate floors, discounts, premiums and optional prepayment or redemption terms) are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Indebtedness, than those applicable to the Refinanced Debt being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness) (provided that a certificate of a Responsible Officer delivered to the Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Parent Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (iii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Agent notifies the Parent Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)), and (iv) such Refinanced Debt shall be repaid, repurchased, retired, defeased or satisfied and discharged, and all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

  • Acquisition Indebtedness any Indebtedness of the Company or any of its Subsidiaries that has been issued 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 Company, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds thereof to the Company and 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 Company and 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).

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

  • 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.

  • Existing Indebtedness Agreements shall have the meaning provided in Section 5.05.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness, determined as of and immediately prior to the Closing.

  • 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.

  • Estimated Indebtedness has the meaning set forth in Section 2.3(a).

  • Permitted Acquisition Indebtedness means Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries to the extent such Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock of any other Person existing at the time (a) such Person became a Restricted Subsidiary of the Company or (b) such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, provided that on the date such Person became a Restricted Subsidiary or the date such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, as applicable, either

  • 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:

  • 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 Refinancing Debt means any Debt that Refinances any other Debt, including any successive Refinancings, so long as:

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

  • Specified Refinancing Debt has the meaning specified in Section 2.18(a).