Unpaid Indebtedness definition

Unpaid Indebtedness has the meaning set forth in Section 2.5(a).
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Unpaid Indebtedness is defined in Section 2.2.
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Unpaid Indebtedness means any Indebtedness of the Company that remains unpaid as of the Closing.
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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.

  • Buyer shall have paid Seller’s Unpaid Indebtedness in the manner and in accordance with Section 3.2.

  • 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”).

  • Seller shall have delivered to Buyer a certificate (the “Closing Certificate”), duly executed by the President of Seller, setting forth a true, correct and complete list of any Unpaid Indebtedness, including instructions for the payment of such Unpaid Indebtedness by Buyer at Closing.

  • 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.

  • 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.

  • 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 XXXX III, XXXX IV or their Subsidiaries as of or following the Closing.

  • 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.

  • Trustee May Recover Unpaid Indebtedness after Sale of Collateral.................33 SECTION 707.

  • The aggregate purchase price to be paid by Buyer to Seller in consideration for the Acquired Interests shall be an amount equal to the sum of the following, (i) Equity Value, minus (ii) Unpaid Indebtedness (collectively, the “Purchase Price”).


More Definitions of Unpaid Indebtedness

Unpaid Indebtedness means the amount of Indebtedness that remains unpaid at Closing.
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Unpaid Indebtedness means the aggregate amount of the Indebtedness set forth on Section 3.06(a) of the Seller Disclosure Schedule that remains outstanding as of the Closing.
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Unpaid Indebtedness means (a) the Indebtedness, minus (b) the amount of Indebtedness paid directly by Seller at the Closing.
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Related to Unpaid Indebtedness

  • 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.

  • Refinanced Indebtedness shall have the meaning provided in the definition of the term “Permitted Refinancing Indebtedness”.

  • 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.

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

  • Outstanding Indebtedness means the aggregate of the Loan and interest accrued and accruing thereon, the Master Swap Agreement Liabilities, the Expenses and all other sums of money from time to time owing by the Borrowers to the Mortgagee and/or any of the Secured Creditors, whether actually or contingently, present or future, under or pursuant to the Loan Agreement, the Master Swap Agreement, the Security Documents or any of them;

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

  • 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.

  • 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.

  • Principal Debt means, at any time, the unpaid principal balance of all Borrowings.

  • Adjusted Indebtedness means, at any date, the result of (a) Seller’s Indebtedness on such date, minus (b) the unpaid principal of Seller’s Subordinated Debt on such date (to the extent such Subordinated Debt is excluded from Seller’s Indebtedness in calculating Seller’s Adjusted Tangible Net Worth on such date in accordance with the definition thereof).

  • Final Indebtedness has the meaning set forth in Section 3.2(b).

  • Designated Indebtedness has the meaning assigned to such term in the Guarantee and Security Agreement.

  • 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).

  • 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:

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

  • Settlement Indebtedness means any payment or reimbursement obligation in respect of a Settlement Payment.

  • Convertible Indebtedness means Indebtedness of the Parent that is convertible into common Equity Interests of the Parent (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common Equity Interests).

  • Relevant Indebtedness means any Indebtedness which is in the form of or represented by any bond, note, debenture, debenture stock, loan stock, certificate or other instrument which is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market (including, without limitation, any over-the-counter market);

  • 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.

  • Permitted Other Indebtedness means subordinated or senior Indebtedness (which Indebtedness may (x) be unsecured, (y) have the same lien priority as the Obligations or (z) be secured by a Lien ranking junior to the Lien securing the Obligations), in each case issued or incurred by the Borrower or a Guarantor, (a) the terms of which do not provide for any scheduled repayment, mandatory repayment or redemption or sinking fund obligations prior to, at the time of incurrence, the Final Maturity Date (or to the extent such Permitted Other Indebtedness is being utilized to refinance Indebtedness, the latest maturity date of the Indebtedness being so refinanced) (other than, in each case, customary offers to repurchase upon a change of control, asset sale or casualty or condemnation event and customary acceleration rights after an event of default), (b) the covenants, events of default, guarantees, collateral and other terms of which (other than fees, pricing and redemption or prepayment premiums), taken as a whole, are not more restrictive to the Borrower and the Restricted Subsidiaries than those herein (or to the extent such Permitted Other Indebtedness is being utilized to refinance Indebtedness, those set forth in the Indebtedness being so refinanced); provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent at least five Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within two Business Days after receipt of such certificate that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), (c) of which no Subsidiary of the Borrower (other than a Guarantor) is an obligor and (d) that, if secured, are not secured by any assets other than the Collateral.

  • Variable Rate Indebtedness means any portion of indebtedness or other payment obligations, the interest rate on which is not established at the time of incurrence and has not at some subsequent date been established at a single numerical rate for the entire term thereof.

  • Subordinated Indebtedness means any Indebtedness of the Borrower or any Subsidiary the payment of which is subordinated to payment of the obligations under the Loan Documents.

  • 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:

  • Pledged Indebtedness means the Indebtedness evidenced by promissory notes and instruments listed on Part B of Schedule I hereto;

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

  • Unsecured Indebtedness means Indebtedness which is not Secured Indebtedness.