Seller Debt definition

Seller Debt unsecured debt owing to the seller in a Permitted Acquisition.

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Seller Debt means indebtedness of the Borrower payable to the sellers of any company acquired in any Acquisition permitted hereunder; provided, however, that such debt shall be unsecured.

Seller Debt means, without duplication, all obligations of Seller for borrowed money and all obligations of Seller evidenced by notes, debentures, bonds or similar instruments for the payment of which Seller is responsible or liable, expressly excluding any obligations arising out of the municipal bonds issued by Canton Renewables, LLC.

Examples of Seller Debt in a sentence

The Seller Debt Facilities Releases shall provide that all obligations of the Acquired Companies in respect of Indebtedness, all guarantees and security provided by the Acquired Companies, and in the case of any factoring programs or arrangements, all assets of the Acquired Companies subject to such programs or arrangements, in each case under the Seller Debt Facilities shall be released or terminated, as applicable, upon the consummation of the Transactions.
Seller shall use reasonable best efforts to deliver to Purchaser at or prior to the Closing customary documentation evidencing the release of the Acquired Companies from each of the Seller Debt Facilities (the “Seller Debt Facilities Releases”).
Absent acts or omissions constituting gross negligence or fraud, in no event will Senior Lender be liable to Seller Creditors for any failure to prove the Seller Debt, to exercise any right with respect thereto or to collect any sums payable thereon.
Borrowers shall not make any payments which constitute Contingent Consideration, nor shall Borrowers make any scheduled payment due on Subordinated Seller Debt unless (i) no Default or Event of Default then exists, and (ii) immediately after and assuming any such payment has been made, Borrowers have cash or Cash Equivalents equal to at least $2,500,000.
Any assignee of the Seller Debt will be deemed by acceptance thereof to have assumed the obligations of Seller Creditors hereunder.

More Definitions of Seller Debt

Seller Debt means Indebtedness issued as consideration in connection with one or more Permitted Acquisitions so long as (a) no person, other than the respective Subsidiary acquired pursuant to the Permitted Acquisition, has any liability with respect to such Indebtedness and (b) the terms of such Indebtedness do not otherwise cause a violation of this Agreement.

Seller Debt means the collective reference to all indebtedness, liabilities and obligations to the Seller Creditors or any other holders of the Seller Notes, which the Borrowers now or hereafter become liable to pay to the Seller Creditors, including obligations arising in connection with the Seller Debt Documents.

Seller Debt means a Liability incurred in favor of one or more Sellers representing part of the purchase price of a Practice.

Seller Debt means, in connection with an Acquisition, indebtedness incurred for the deferred purchase price of property or services (e.g., promissory notes, earnout obligations, and other contingent future payment obligations triggered by the occurrence of certain events) and owed to the seller(s) involved in such Acquisition.

Seller Debt means, collectively, the Indebtedness of the Loan Parties owing under the Seller Note and the “Earn Out Payment” as defined in the Closing Date Acquisition Agreement.

Seller Debt means Debt incurred in favor of one or more Sellers representing part of the purchase price of an Acquired Practice, including, but not limited to, amounts due Sellers for the excess of accounts receivable acquired over the amount of liabilities assumed in the acquisition.

Seller Debt means any Liabilities owing by the Borrower to the Seller under the Seller Documents and any Additional Seller Subordinated Debt.