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 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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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.

  • If the Majority Creditors instruct the Agent to enforce the Security, each of the Transaction Parties agrees to accelerate the Transaction Indebtedness owed to it to the extent permitted under the relevant Facility Document and in accordance with the relevant Facility Document.

  • The value of the Share Alternative will approximately be equivalent to the value of every Share in the Company upon discharge of the Shareholder Loan and the Tianhan Loan, subject to any Transaction Indebtedness.

  • 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.

  • As the CEQ guidance was withdrawn pursuant to section 3 of EO13783, the BLM Permanent IM was rescinded.

  • 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.

  • 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.

  • 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).

  • Management of Star Gas Partners After the Transaction," "The Amended and Restated Partnership Agreement," "Cash Distribution Policy," "Cash Available for Distribution," "Cash Available for Distribution Based on Updated Pro Forma Financial Information," "Description of the Units," "Comparison of Securities" "Federal Income Tax Considerations" and "Description of Indebtedness - Transaction Indebtedness" is incorporated herein by reference.


More Definitions of Transaction Indebtedness

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 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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Related to Transaction Indebtedness

  • 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.

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • 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.

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

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of 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:

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

  • 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 or Disqualified Stock of the Company or any Restricted Subsidiary in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than the proceeds from the issuance of Disqualified Stock or any cash contribution by an Issuer or a Restricted Subsidiary) made to the capital of the Company or a Restricted Subsidiary after the Issue Date (whether through the issuance of Capital Stock or otherwise); provided that such Contribution Indebtedness is incurred within 180 days after the making of the related cash contribution.

  • 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 Indebtedness that is secured by a first priority Lien (other than Permitted Liens) on assets of any Borrower or Restricted Subsidiary.

  • 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.

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

  • Permitted Convertible Indebtedness means any unsecured Indebtedness issued under the Convertible Senior Notes, and any refinancings or replacements thereof that is unsecured Indebtedness issued by the Borrower and/or guaranteed by a Loan Party; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing or replacement except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (ii) any Indebtedness in connection with a refinancing or a replacement thereof shall (A) not mature or require any payment of principal thereof prior to the date that is 91 days past the Maturity Date and (B) have covenants that are not more restrictive (taken as a whole) than those set forth herein; provided, further, that the conversion of Permitted Convertible Indebtedness, including any requirement or decision to pay cash upon any conversion of Permitted Convertible Indebtedness in lieu of all or any portion of the Equity Interests of the Borrower due upon conversion of such Permitted Convertible Indebtedness, and the requirement of the Borrower to repurchase Permitted Convertible Indebtedness prior to its stated maturity date upon a fixed date or upon the occurrence of a fundamental change (which would include customary change of control provisions or a termination of trading of the Borrower’s common stock on the exchange on which it is then listed), shall not constitute a maturity or the requirement of any payment of principal of such Permitted Convertible Indebtedness prior to the date that is 91 days past the Maturity Date hereunder for purposes of this definition.

  • 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 date of this Indenture, until such amounts are repaid.

  • 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.

  • Other Applicable Indebtedness has the meaning set forth in Section 2.05(b)(ii).