Transaction Indebtedness definition

Transaction Indebtedness means all present and future debts, liabilities and obligations of the Borrower and each other Credit Party to any of the Transaction Parties under or in connection with this Agreement and the other Facility Documents, including all Amounts Payable and all fees, interest and other money payable or owing from time to time pursuant to the terms of this Agreement;
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Transaction Indebtedness means Indebtedness (including, if applicable, the Initial Notes and the New 2026 Notes issued on the Issue Date, the New Notes and the Bridge Facility contemplated by the Bridge Commitment Letter), in an aggregate principal amount of up to $8,350,000,000, issued or incurred to finance the Merger or to refinance existing indebtedness of the Company or WellCare in connection therewith on or prior to the closing date of the Merger.
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Transaction Indebtedness means, collectively, any and all Indebtedness under, arising from or relating to this Agreement, any of the Ancillary Agreements, the Loan Agreement, the other Loan Documents, or the Contemplated Transactions.
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Examples of Transaction Indebtedness in a sentence

  • Upon the satisfaction of the Partnership Transaction Indebtedness Condition, each Lender hereby authorizes the Administrative Agent, on behalf of the Secured Parties, to finalize, execute and deliver such additional amendments to, or amendments and restatements of, the Guarantee and Collateral Agreement, in order to make such further changes as may be determined by the Administrative Agent in its reasonable discretion to be necessary or appropriate in connection herewith.

  • To secure the due payment of all Indebtedness of the Borrower to the Transaction Parties in respect of the Facility and the Production Payment Agreement Termination Agreement and the payment and performance of all other Transaction Indebtedness, the Borrower shall, and shall cause the Guarantor to, execute and deliver to the Agent (for the benefit of the Transaction Parties) the Security Documents.

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  • At the Closing, Buyer shall pay, or cause to be paid on behalf of the Grant Entities, all amounts necessary to discharge and fully repay the Transaction Indebtedness (other than any Transaction Indebtedness designated on Disclosure Schedule Section 2.07) to the accounts and in the amounts designated in writing by the holders of such Indebtedness to the Buyer in the Payoff Letters or other relevant pay-off documentation no less than three (3) Business Days prior to the Closing.

  • The Borrower or Holdings, as applicable, has the power and authority to incur the Other Transaction Indebtedness as provided for under the Principal Other Transaction Documents applicable thereto and has duly authorized, executed and delivered the applicable Principal Other Transaction Documents applicable to such Other Transaction Indebtedness.

  • On the Closing Date prior to the Closing, the Company shall deliver to the Owners a certificate of the Company setting forth all Transaction Indebtedness of the Company and the Subsidiaries as of the close of business on the day immediately preceding the Closing Date.

  • Buyer shall pay all fees, costs and expenses with respect to the Title Commitments and Title Policies; provided, however, Seller shall be solely responsible for all fees, costs and expenses associated with the cure of, or Title Company's insurance over, any Title Defect (which amounts, for further clarity, shall be included in Transaction Indebtedness to the extent not paid prior to the Closing).

  • No later than the third Business Day prior to the Closing Date, the Company shall provide the Owners with (i) a certificate of the Company setting forth an estimate of the balance of all Transaction Indebtedness of the Company and the Subsidiaries as of the close of business on the day immediately preceding the Closing Date and (ii) customary pay-off letters from all holders of Transaction Indebtedness to be repaid as of or prior to the Closing.


More Definitions of Transaction Indebtedness

Transaction Indebtedness with respect to the expected financing (in part) of the Acquisition, the Target Refinancing and the related transaction fees and expenses, (i) the issuance of senior unsecured notes by the Borrower and/or one or more other direct or indirect wholly owned subsidiaries of the Borrower, (ii) the borrowing by the Borrower of Loans hereunder and/or (iii) borrowings by the Borrower of term loans under the Bridge Facility, collectively, in an aggregate principal amount of up to $16,000,000,000.
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Transaction Indebtedness means all Indebtedness of the Company and its subsidiaries, determined on a consolidated basis, as of the Closing, other than Excluded Indebtedness.
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Transaction Indebtedness means unpaid liabilities of the Company or any of the Company Subsidiaries existing immediately prior to the Closing in respect of (i) any Indebtedness, including the payoff amount required for satisfaction of the outstanding Indebtedness under that certain Credit Agreement, dated as of August 22, 2013, by and among the Company, Grant Group, Inc., the Lenders that are signatories thereto as the Lenders (as defined therein), and U.S. Bank National Association, as LC Issuer and Administrative Agent (each as defined therein), or any replacement facility (as subsequently amended to date, the "Credit Agreement") pursuant to customary payoff letters (the "Payoff Letters") procured by the Company or any of the Company Subsidiaries from the holder of debt under the Credit Agreement, (ii) the amounts to be paid to the holders of phantom stock incentive units of the Company or the Company Subsidiaries pursuant to the Phantom Stock Agreements, together with the employer's portion of any employment Taxes associated therewith, (iii) the amounts to be paid as transaction bonuses pursuant to the Retention Bonus Letters, together with any other retention, success, change in control or similar bonuses payable to employees or directors of the Company or any Company Subsidiary as a result of consummation of the transactions contemplated hereunder, in each case together with the employer's portion of any employment Taxes associated therewith, (iv) the amounts of any severance payments or similar payments to be paid to the employees listed on Disclosure Schedule Section 1.01 and (v) all third-party fees, costs and expenses (including those related to travel, legal, accounting or investment banking) incurred by the Seller, the Company or any Company Subsidiary, in each case, on or prior to the Closing (whether or not invoiced) and unpaid at the Closing with Company or any Company Subsidiary retaining the liability to pay post-Closing, and are payable by or on behalf of Company or any Company Subsidiary, related to or arising out of the negotiation, execution and delivery and consummation of the transactions contemplated by this Agreement and due and payable, including (x) the fees and expenses of Xxxxxxxx and Xxxxxxxx, LLP, Xxxxxxxxx Xxxxxx and Xxxxxx, LLP and Xxxxx and Company, (y) other accounting, tax, professional, advisory or consulting fees and expenses, and (z) any payments required to be made in order to obtain the consents or approvals listed on Disclosure Schedule Sec...
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Related to Transaction Indebtedness

  • 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).

  • 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

  • Securitization Indebtedness means any Indebtedness under any Securitization Transaction that does not permit or provide recourse for principal or interest (other than Standard Securitization Undertakings) to the Borrower or any Restricted Subsidiary of the Borrower (other than a Securitization Entity) or any property or asset of the Borrower or any Restricted Subsidiary of the Borrower (other than the property or assets of a Securitization Entity or any Equity Interests or securities issued by a Securitization Entity).

  • Applicable Indebtedness has the meaning specified in the definition of “Weighted Average Life to Maturity.”

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

  • 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).

  • 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.

  • 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.

  • Related Indebtedness means any and all indebtedness paid or payable by Borrower to Administrative Agent or any Lender pursuant to any Loan Document other than any Note.

  • Permitted Subsidiary Indebtedness means any of the following:

  • 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.

  • Contribution Indebtedness means Indebtedness, Disqualified Stock or Preferred Stock of an Issuer or any Subsidiary Guarantor in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of such Issuer or such Guarantor after the Issue Date, provided that:

  • 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:

  • Permitted Financial Indebtedness means Financial Indebtedness:

  • Consolidated First Lien Indebtedness means Consolidated Total Indebtedness as of any date of determination that is secured by a Lien on any asset or property of the Borrower and its Restricted Subsidiaries, which Lien does not rank junior in priority to the Liens securing the Secured Obligations.

  • First Lien Indebtedness means the Indebtedness under the First Lien Indebtedness Documents.

  • Permitted Secured Indebtedness any Secured Indebtedness that:

  • 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:

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

  • Intercompany Indebtedness means Indebtedness of Company or any of their respective Subsidiaries which is owing to any member of such group.

  • Permitted Convertible Indebtedness means unsecured Indebtedness in the form of notes issued by the Borrower that (i) as of the date of issuance thereof contains terms, conditions, covenants, conversion or exchange rights, redemption rights and offer to repurchase rights, in each case, as are typical and customary for notes of such type, (ii) is convertible or exchangeable into a fixed number of shares of common stock of the Borrower (or Qualified Equity Interests following a merger event or other change of common stock of the Borrower), cash or a combination thereof (such amount of cash determined by reference to the price of the Borrower’s common stock or such Qualified Equity Interests), and cash in lieu of fractional shares of common stock of the Borrower, (iii) has a stated final maturity date that is no earlier than the date that is one hundred eighty (180) days after the Maturity Date (the “Earliest Date”), (iv) shall not be required to be repaid, prepaid, redeemed, repurchased or defeased (whether through scheduled amortization, principal payments, mandatory redemptions or payments of principal or otherwise), whether on one or more fixed dates, prior to the Earliest Date, except (x) upon the occurrence of an event of default, “fundamental change” or equivalent or (y) following the Borrower’s election to redeem such notes to the extent expressly permitted pursuant to Section 9.07(d) or as otherwise consented to by the Majority Lenders; provided that the right to convert such Indebtedness into Qualified Equity Interests, cash or any combination thereof shall not be deemed to violate this clause (iv), (v) is not supported by a Guaranty made or issued by any Subsidiary of the Borrower that is not an Obligor and (vi) does not provide for or require the payment of cash interest in excess of five and a half (5.5%) per annum2.

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

  • 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.

  • Subordinate Indebtedness means all present and future indebtedness, obligations, and liabilities of Borrower to Subordinate Lender under or in connection with the Subordinate Loan or the Subordinate Loan Documents.

  • 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.