Unpaid Indebtedness definition
Examples of Unpaid Indebtedness in a sentence
If a written resolution is not obtained within thirty (30) days after the Agent has received the Buyer Objection Notice, the issue(s) in dispute will be submitted to the Auditor for resolution, which resolution will be limited to determining Closing Date Net Working Capital, Unpaid Indebtedness and Unpaid Transaction Expenses, and any other accounting matters specifically referred to the Auditor by the mutual agreement of the Agent and Buyer.
Subject to any post-Closing adjustments as provided for in Section 3.2 hereof, prior to or at the Closing, the Sponsors shall pay, including if necessary from the Closing Date Cash, all Closing Date Unpaid Transaction Expenses and all Closing Date Unpaid Indebtedness owed by NewCo, its Subsidiaries or the Contributed Business as of the Closing Date, and there should be no amounts owed or due thereunder by ▇▇▇▇ III, ▇▇▇▇ IV or their Subsidiaries as of or following the Closing.
Seller shall have delivered to Buyer payoff letters for all Unpaid Indebtedness authorizing the release of Liens on the Acquired Assets securing such Unpaid Indebtedness upon receipt of payment of such Unpaid Indebtedness (the “Payoff Letters”).
On the day before the Closing, Sellers’ Representative, on behalf of all Sellers, shall cause the Company to estimate in good faith the amount of the Closing Cash, the Unpaid Indebtedness and the Closing Working Capital, respectively, in accordance with Section 2.6.1, and to deliver to Buyer and Sellers’ Representative, on behalf of all Sellers, a certificate signed by an officer of the Company setting forth such estimates (the “Closing Certificate”).
Parent will have received Payoff Letters describing the outstanding principal and interest required to fully discharge Unpaid Indebtedness, if any, as of the Closing Date, and, if any such Unpaid Indebtedness is secured, an undertaking by the holder(s) to immediately discharge and release any Encumbrances securing the same, which Payoff Letters will be in form and substance reasonably acceptable to Parent.
Buyer shall have paid Seller’s Unpaid Indebtedness in the manner and in accordance with Section 3.2.
Trustee May Recover Unpaid Indebtedness after Sale of Collateral.................33 SECTION 707.
Trustee May Recover Unpaid Indebtedness After Sale of Collateral....38 SECTION 707.
If Purchaser receives a Adjustment Dispute Notice, Purchaser and the Seller Representative on behalf of the Sellers shall cooperate in good faith to resolve any such dispute as promptly as possible, and upon such resolution, the Working Capital Schedule, the Net Cash Schedule, the schedule of Unpaid Indebtedness and/or the schedule of Unpaid Transaction Payments, as applicable, shall be prepared in accordance with the agreement of Purchaser and the Seller Representative.
The Preliminary Adjustment Statement shall be prepared as of the Closing Date consistent with Schedule 2.3.1 and calculating the reserve for LIFO inventory as if the Closing Date were an interim month end, except that the Preliminary Adjustment Statement shall only reflect those assets, liabilities and information of the Company necessary to calculate the Closing Cash, the Unpaid Indebtedness and Closing Working Capital.