Treximet Intercompany Note definition

Treximet Intercompany Note means that certain promissory note dated as of August 19, 2014 in the principal amount of $225,500,000 as of the Closing Date executed by Pernix Ireland in favor of Parent.
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Treximet Intercompany Note means the promissory Note dated August 19, 2014 from Pernix Ireland Limited to Holdings.
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Treximet Intercompany Note means that certain promissory note dated as of August 19, 2014 in the principal amount of $220,000,000 executed by Pernix Ireland in favor of Holdings. “Treximet Note Purchase Agreement” means, individually and collectively, those certain Purchase Agreements entered into by and between Holdings and each Treximet Note Purchase Investor in connection with the issuance of the “Notes” (as such term is defined in the Treximet Indenture). “Treximet Note Purchase Creditors” means the Treximet Note Purchase Investors and the Treximet Note Purchase Trustee, collectively. “Treximet Note Purchase Debt” means all obligations, liabilities and indebtedness of every kind, nature and description owing by one or more Credit Parties to one or more of the Treximet Note Purchase Creditors evidenced by or arising under one or more of the Treximet Note Purchase Documents, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, including principal, interest, charges, fees, costs, indemnities and reasonable expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether now existing or hereafter arising, whether arising before. “Treximet Note Purchase Documents” means the Treximet Note Purchase Agreement, the Treximet Indenture, the Notes (as such term is defined in the Treximet Indenture) and all other agreements, documents and instruments at any time executed and/or delivered by a Borrower or any other Person with, to or in favor of Treximet Note Purchase Creditors in connection therewith or related thereto, as each of the foregoing may be amended, restated, modified, supplemented, renewed, or replaced from time to time in accordance with the terms of this Agreement. “Treximet Note Purchase Investors” has the same meaning as “Holders” in the Treximet Indenture. “Treximet Note Purchase Trustee” has the same meaning as “Trustee” in the Treximet Indenture. “Treximet Purchase Agreement” means that certain Asset Purchase and Sale Agreement dated as of May 13, 2014 among Holdings and GSK. “Treximet Supply Agreement” means that certain Supply Agreement dated as of May 13, 2014 between Holdings and Glaxo LLC.
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Examples of Treximet Intercompany Note in a sentence

  • Agent and Lenders acknowledge that the Treximet Intercompany Note does not constitute Collateral.

  • Agent and Required Lenders hereby consent to Borrowers’ request for Holdings to make the Treximet Investment on the terms set forth in the Treximet Intercompany Note.

  • Agent and Lenders agree that the making of the Treximet Investment on the terms set forth in the Treximet Intercompany Note, as presented to Agent on the date hereof, is not, and shall not be deemed, a Default or Event of Default under the Credit Agreement and is hereby permitted under the Financing Documents.

  • The foregoing consent and agreement is expressly limited to the Treximet Investment made pursuant to the Treximet Intercompany Note, and shall not be construed to permit (i) any Borrower to make any Investment that is not a Permitted Investment nor (ii) the terms of the Treximet Intercompany Note to be modified in any way without Agent and Required Lenders’ prior written consent.

  • Borrowers have requested consent from Agent and Required Lenders for Holdings to loan to Pernix Ireland $225,000,000, consisting of 100% of the proceeds of the Treximet Note Purchase Debt plus an additional $5,000,000 in exchange for receipt of the Treximet Intercompany Note.

  • Each Borrower will not permit any IP Subsidiary to incur any liabilities (other than liabilities arising under the Treximet Intercompany Note, the Zohydro Intercompany Note or Permitted Intercompany Advances), own or acquire any assets (other than intellectual property rights owned as of the Closing Date or acquired in Permitted Acquisitions) or engage itself in any operations or business, except in connection with the license of its intellectual property rights to the Borrowers.

  • Parent is a holding company and does not have any material liabilities (other than liabilities arising under the Loan Documents, the Treximet Note Purchase Documents, the 2015 Note Purchase Documents and any other Material Debt Documents), own any material assets (other than Equity Interests of Borrowers, the IP Subsidiaries, the Treximet Intercompany Note, the Zohydro Intercompany Note and the Breckenridge Note) or engage in any operations or business.


More Definitions of Treximet Intercompany Note

Treximet Intercompany Note means that certain promissory note dated as of August 19, 2014 in the principal amount of $220,000,000 executed by Pernix Ireland in favor of Holdings.
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Related to Treximet Intercompany Note

  • Intercompany Note means a promissory note substantially in the form of Exhibit I.

  • Subordinated Intercompany Note means the Intercompany Subordinated Note, dated as of the Agreement Date, by and among Holdings, the Borrower and each Restricted Subsidiary of Holdings from time to time party thereto.

  • Intercompany Notes means, with respect to each Pledgor, all intercompany notes described in Schedule 11 to the Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.

  • Global Intercompany Note means the global intercompany note substantially in the form of Exhibit F pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.

  • Intercompany Loan Agreement has the meaning set forth in the Purchase and Sale Agreement.

  • Intercompany Loan shall have the meaning provided in Section 8.05(g).

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

  • Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.

  • Intercompany Interest means an Interest in a Debtor held by another Debtor.

  • Permitted Intercompany Investments means Investments made by (a) a Loan Party to or in another Loan Party, (b) a Subsidiary that is not a Loan Party to or in another Subsidiary that is not a Loan Party and (c) a Subsidiary that is not a Loan Party to or in a Loan Party, so long as, in the case of a loan or advance made pursuant to this clause (c), the parties thereto are party to the Intercompany Subordination Agreement.

  • Intercompany Obligations as defined in the Guarantee and Collateral Agreement.

  • Intercompany Loans shall have the meaning provided in Section 10.05(h).

  • Subordinated Intercompany Debt shall have the meaning assigned to such term in Section 6.01(e).

  • Company Note has the meaning set forth in Section 3.1 of the Sale Agreement.

  • Intercompany Receivables means all account, note or loan payables and all advances (cash or otherwise) or any other extensions of credit that are receivable by Seller or any of its Affiliates (other than the Company or its Subsidiaries) from the Bank, the Company or its other Subsidiaries.

  • Holdings Pledge Agreement means the Pledge Agreement of even date herewith executed by Holdings in favor of Agent, on behalf of itself and Lenders, pledging all Stock of Borrower.

  • Company Security Agreement means the Company Security Agreement executed and delivered by Company on the Closing Date, substantially in the form of Exhibit XIV annexed hereto, as such Company Security Agreement may thereafter be amended, supplemented or otherwise modified from time to time.

  • Intercompany Advance Agreement The Intercompany Advance Agreement, dated as of September 11, 2009, between Ally Bank and Ally Auto, as amended, supplemented or modified from time to time.

  • Permitted Intercompany Advances means loans made by (a) a Loan Party to another Loan Party, (b) a Subsidiary of a Borrower that is not a Loan Party to another Subsidiary of a Borrower that is not a Loan Party and (c) a Subsidiary of a Borrower that is not a Loan Party to a Loan Party, so long as the parties thereto are party to the Intercompany Subordination Agreement.

  • Subsidiary Security Agreement means the Subsidiary Security Agreement executed and delivered by existing Subsidiary Guarantors and Administrative Agent on the Closing Date and to be executed and delivered by any additional Subsidiary Guarantors from time to time thereafter in accordance with subsection 6.8, substantially in the form of Exhibit XVII annexed hereto, as such Subsidiary Security Agreement may be amended, supplemented or otherwise modified from time to time.

  • Intercompany Debt has the meaning specified in Section 7.02(d).

  • Seller Note means the promissory note evidencing Xxxxxxxx’s repayment obligations in respect of the Seller Loan.

  • Parent Pledge Agreement means the parent pledge agreement dated as of the Effective Date executed in favor of the Administrative Agent, for the benefit of the Secured Parties, by the Borrower, as amended or modified from time to time in accordance with the terms hereof.

  • Acquisition Note means the promissory note of the Borrowers in the form of Exhibit A1 hereto evidencing the Acquisition Loans made by the Bank hereunder and all promissory notes delivered in substitution or exchange therefor, as amended or supplemented from time to time.

  • Intercompany Payables means all account, note or loan payables and all advances (cash or otherwise) or any other extensions of credit that are payable by Seller or any of its Affiliates (other than the Company or its Subsidiaries) to the Bank, the Company or its other Subsidiaries.

  • Promissory Notes Security", "Record", "Security Account", "Software", and "Supporting Obligations".