Definition of Indebtedness Clause Samples
The Definition of Indebtedness clause establishes what types of financial obligations are considered as debt under an agreement. It typically outlines which liabilities, such as loans, guarantees, or other forms of borrowed money, are included, and may specify whether contingent liabilities or off-balance sheet items are covered. By clearly defining what constitutes indebtedness, this clause ensures all parties have a mutual understanding of which obligations are relevant for covenants, calculations, or restrictions, thereby preventing disputes and ensuring clarity in the application of the contract.
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Definition of Indebtedness. The word “Indebtedness” as used in this Guaranty shall mean all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon, and all collection costs and legal expenses related thereto permitted by law, and attorneys’ fees arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. “Indebtedness” includes, without limitation, loans, advances (including, but not limited to, protective advances made by Lender), debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations and liabilities of Borrower, or any one or more of them, and any present or future judgments against Borrower, or any one or more of them, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra ▇▇▇▇▇ or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. The definition of “Indebtedness” shall also include the amount of any payments made to Lender on behalf of Borrower (including payments resulting from liquidation of collateral) which are recovered from Lender by a trustee, receiver, creditor or other party pursuant to applicable Federal or state law (the “Surrendered Payments”). In the event that Lender makes any Surrendered Payments (including pursuant to a negotiated settlement), the Surrendered Payments shall immediately be reinstated as Indebtedness, regardless of whether Lender has surrendered or cancelled this Guaranty prior to returning the Surrender...
Definition of Indebtedness. Clause (b) of the definition of “Indebtedness” is hereby deleted in its entirety and replaced with the following:
Definition of Indebtedness. Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Indebtedness” and replacing it with the following: “‘Indebtedness’ means as to any Person at any time (without duplication) and, for the Borrower, determined on a consolidated basis: (a) all indebtedness for borrowed money or for the deferred purchase price of property or services (including reimbursement and all other obligations with respect to surety bonds, letters of credit (including Letters of Credit) and bankers’ acceptances, whether or not matured); (b) all obligations evidenced by notes, bonds, debentures or similar instruments; (c) all indebtedness created or arising under any conditional sale or other title retention agreements with respect to property acquired by Borrower (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (d) all Capital Lease Obligations; (e) all Guaranteed Indebtedness; (f) all Indebtedness referred to in clauses (a), (b), (c), (d) or (e) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness; (g) with respect to Borrower, the Obligations; (h) all liabilities under Title IV of ERISA; (i) the net present value of the non-cancelable payments owed under any Lease which is qualified as an operating lease in accordance with GAAP for engines, aircraft and aircraft and engine parts, using a 10% discount rate; and (j) all obligations with respect to maintenance reserves for engines not owned by WEST at a fixed amount of $10,000,000; provided, however, that the term Indebtedness shall not include ordinary course trade accounts payable.”
Definition of Indebtedness. The indebtedness or loan as hereinafter referred to shall consist of both (i) the Note, and (ii) the bonds. The interest of Lender and Trustee in the indebtedness shall vary as their respective interests therein may from time to time appear.
Definition of Indebtedness. The last sentence of the definition of “Indebtedness” contained in Section 1.1 of the Credit Agreement is amended and restated to read as follows: For the avoidance of doubt, the obligation of any Person to pay an “earn-out” or similar contingent consideration obligation in respect of an acquisition (whether of Equity Interests or assets) shall not constitute “Indebtedness” until the date that is sixty (60) days after such obligation has been deemed (and treated as) a non-contingent liability in accordance with GAAP (including without limitation in the event such earn-out or similar obligation becomes the subject of an interest-bearing note or similar instrument).
Definition of Indebtedness. Section 1.01 of the Credit Agreement is hereby amended by deleting subsection (a) of the definition of “Indebtedness” appearing therein and replacing it with the following:
(a) all obligations for borrowed money and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments (including the BMO Loan Documents and the JPM Loan Documents);”
Definition of Indebtedness. The definition of “Indebtedness” in the Merger Agreement shall be amended in its entirety to read as follows:
Definition of Indebtedness. A new Section 1.73 is hereby inserted into the Agreement as follows:
Definition of Indebtedness. Except for principal of, and interest on, the Obligations Secured, the term “Obligations Secured”, as defined above does not include any amount which is not exempt from the mortgage registry tax pursuant to Minnesota Statutes § 287.05, Subd. 4, or otherwise, and does not include accrued interest which, in accordance with the instruments evidencing the Obligations Secured, is added to and becomes a part of the unpaid principal balance.
Definition of Indebtedness. The definition of “Indebtedness” set forth in Section 1.1 of the Indenture is hereby amended and restated in its entirety solely with respect to the Affected Securities as follows: