Settlement Loans definition

Settlement Loans have the meanings specified in Section 2.1(h).

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Settlement Loans has the meaning set out in Clause 6.6.3. “Share Purchase Price” has the meaning set out in Clause 3.1.1. “Shares” has the meaning set out in Recital (B) of this Agreement. “Subsidiary” or “Subsidiaries” has the meaning set out in Clause in Recital (A) of this Agreement. “Target Working Capital” shall be an amount of EUR 22,500,000 (in words: twenty two million five hundred thousand euros) being aggregated available to the Group Companies at Closing. “Target Cash Amount” shall be an amount of EUR 20,000,000 (in words: twenty million euros) being aggregated available to the Group Companies at Closing. “Tax” or “Taxes” means all taxes and tax-related ancillary obligations (steuerliche Nebenleistungen) within the meaning of § 3 German Tax Code (Abgabenordnung) and any equivalent or comparable tax and tax ancillary payments under the laws of any other jurisdiction and social security charges (Sozialversicherungsbeiträge), including any liability for Taxes pursuant to Sec. 73 German Tax Code, if and to the extent such liability (i) relates to Taxes which would have been assessed against ▇▇▇▇▇▇-▇▇▇▇ if no fiscal unity (Organschaft) between ▇▇▇▇▇▇-▇▇▇▇ and SPX U.L.M. had existed and (ii) does /// 62 NOTARIZED VERSION not exceed the amount of such Taxes of the relevant tax year which would have been assessed if no fiscal unity had been in place in that tax year. For the avoidance of doubt, a secondary liability for any other Taxes of any third parties shall not be deemed to be a “Tax” in the meaning of this Agreement. “Tax Audits” has the meaning set out in Clause 14.5.3. “Tax Authority” means any taxing or other authority competent to impose any liability in respect of Tax or responsible for the administration or collection of Tax or enforcement of any law in relation to Tax. “Tax Benefit” has the meaning set out in Clause 14.2.3. “Tax Measures” has the meaning set out in Clause 14.5.3. “Tax Return” means any return, declaration, report, claim for refund, notice, form or information relating to any Tax, Tax declarations (Steueranmeldungen), advance Tax declarations (Steuervoranmeldungen) and Tax returns (Steuererklärungen), including in all cases any schedule or attachment thereto. “Technology Escrow Agent” has the meaning set out in Clause 5.3.1. “Technology Escrow Agreement” has the meaning set out in Clause 5.3.1. “Technology Escrow Report” has the meaning set out in Clause 5.3.1(ii). “Thermax SPX JV” has the meaning set out in Recital (A) of this Agreement. “T...

Settlement Loans has the meaning set out in Clause 6.6.3.

Examples of Settlement Loans in a sentence

• On each Settlement Date, or, if earlier, upon demand by Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable.

• The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.1.3 hereof.

• Each Borrowing of Revolver Loans shall be funded by Lenders on a Pro Rata basis in accordance with their respective Revolver Commitments (except for Fleet with respect to Settlement Loans).

• As provided in Section 3.1.1(ii), Borrowers shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Agent cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon.

• The obligation of Borrowers to repay such Settlement Loans to Bank shall be evidenced by the records of Bank and need not be evidenced by any promissory note.

• On each Settlement Date, or, if earlier, upon demand by the Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable.

• Each Borrowing of Revolver Loans shall be funded by Lenders on a Pro Rata basis in accordance with their respective Commitments (except for Bank with respect to Settlement Loans).

• If any amounts received by Bank in respect of any Settlement Loans are later required to be returned or repaid by Bank to any or all Borrowers or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Bank with notice to Agent, pay to Agent for the account of Bank, an amount equal to each other Lender’s Pro Rata share of all such amounts required to be returned by Bank.

• If any amounts received by Fleet in respect of any Settlement Loans are later required to be returned or repaid by Fleet to Borrower or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet with notice to Agent, pay to Agent for the account of Fleet, an amount equal to each other Lender's Pro Rata share of all such amounts required to be returned by Fleet.

• The proceeds of Settlement Loans may be used solely for purposes for which Revolving Loans may be used in accordance with SECTION 5.06 hereof.

More Definitions of Settlement Loans

Settlement Loans and "Settlement Loan" have the meanings specified ---------------- --------------- in Section 2.2(h).