Holdback Debt definition

Holdback Debt means the total amount due to Approved Alarm Dealers as deferred payments under Approved Alarm Purchase Agreements, less any reductions permitted under the terms of the Approved Alarm Purchase Agreements.
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Examples of Holdback Debt in a sentence

  • Upon the Closing, no Borrower will have any Indebtedness for Borrowed Money, except (i) Borrowers' Obligations, (ii) Permitted Senior Indebtedness permitted to exist as of the Closing Date pursuant to this Loan Agreement, (iii) the Subordinated Debt and (iv) the Dealer Holdback Debt.

  • On the Effective Date, no Obligor had any Indebtedness for Borrowed Money, except (i) Borrower's Obligations, (ii) Permitted Senior Indebtedness permitted to exist as of the Effective Date pursuant to this Loan Agreement and (iii) the Dealer Holdback Debt.

  • Create, incur, assume or suffer to exist any liability for Indebtedness for Borrowed Money except (i) Borrowers' Obligations, (ii) Permitted Senior Indebtedness, (iii) the Subordinated Debt and (iv) the Dealer Holdback Debt.

  • Make any voluntary or optional prepayment of any Indebtedness for Borrowed Money other than Permitted Senior Indebtedness and Borrower's Obligations and payments made in the ordinary course of business with respect to the Dealer Holdback Debt.

  • Create, incur, assume or suffer to exist any liability for Indebtedness for Borrowed Money except (i) Borrower's Obligations, (ii) Permitted Senior Indebtedness and (iii) the Dealer Holdback Debt.

  • Make any (i) voluntary or optional prepayment of any Indebtedness for Borrowed Money other than Borrowers' Obligations and payments made in the ordinary course of business with respect TO the Dealer Holdback Debt or (ii) any payments with respect to the Subordinated Debt, except as permitted pursuant to the Subordination Agreement.

  • Make any voluntary or optional prepayment of any Indebtedness for Borrowed Money other than Borrowers' Obligations and payments made in the ordinary course of business with respect to the Dealer Holdback Debt.

  • Assume, guarantee, endorse, contingently agree to purchase, become liable in respect of any letter of credit, or otherwise become liable upon the obligation of any Person, except (i) Dealer Holdback Debt, (ii) liabilities arising from the endorsement of negotiable instruments for deposit or collection or (iii) the posting of bonds to secure performance to the extent necessary in connection with Borrower's Security Monitoring Business and similar transactions in the ordinary course of business.

  • FINOVA shall have received evidence that all existing Indebtedness for Borrowed Money has been paid in full or will be paid in full concurrently with the Closing, except the (i) Permitted Senior Indebtedness, (ii) Subordinated Debt and (iii) Dealer Holdback Debt.

  • Assume, guarantee, endorse, contingently agree to purchase, become liable in respect of any letter of credit, or otherwise become liable upon the obligation of any Person, except (i) Dealer Holdback Debt, (ii) liabilities arising from the endorsement of negotiable instruments for deposit or collection or (iii) the posting of bonds to secure performance to the extent necessary in connection with Borrowers' Security Monitoring Business and similar transactions in the ordinary course of business.

Related to Holdback Debt

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Escrow Cash is defined in Section 4.1(a).

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

  • Indemnity Escrow Amount means $3,000,000.

  • Holdback has the meaning set forth in Section 4.1(d)(i).

  • Closing Indebtedness means Indebtedness of the Company and its Subsidiaries as of immediately prior to the Closing (without giving effect to the Transactions but including any prepayment penalties, premia, breakage costs or similar amounts payable with respect to the Closing).

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

  • Company Indebtedness means all Indebtedness of the Acquired Company and the Acquired Subsidiaries, including (with respect to calculations at or as of the Closing Date) the amount of any prepayment penalty or premium for redemption or repayment thereof on the Closing Date, all calculated in accordance with the Accounting Principles.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Intercompany Debt has the meaning specified in Section 7.02.

  • Surviving Indebtedness has the meaning specified in Section 7.02(s).

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries 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 Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or 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 Borrower and/or 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).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Assumed Indebtedness means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Restricted Subsidiary of the Borrower or (b) is assumed in connection with an Investment in or acquisition of such Person, and has not been incurred or created by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Borrower.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Closing Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.

  • 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.

  • Closing Debt means the aggregate principal amount of, and accrued interest on, all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Holdback Shares has the meaning set forth in Section 2.5(b)(v).

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

  • Assumed Debt has the meaning set forth in Section 2.2.