Retained Indebtedness Clause Samples
The Retained Indebtedness clause defines specific debts or financial obligations that a party is permitted to keep or maintain despite other restrictions in an agreement. Typically, this clause lists or describes certain loans, credit lines, or other liabilities that are excluded from broader debt limitations imposed elsewhere in the contract. By clearly identifying which debts are allowed to remain outstanding, the clause ensures both parties understand the scope of permitted financial obligations, thereby preventing disputes and providing clarity regarding ongoing liabilities.
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Retained Indebtedness. “Retained Indebtedness” means the Indebtedness of the Company that Parent, at its option, elects for Company to retain at the Closing, which shall be set forth on Part 1.6(c) of the Disclosure Schedule.
Retained Indebtedness. The parties acknowledge and agree that in the event any Indebtedness of the Company or Subsidiaries (or any portion thereof) is discharged by the Company or Subsidiaries on the Closing Date, but after the Effective Time, (i) such discharge will be outside the ordinary course of business, and (ii) consistent with Treasury Regulation Section 1.338-1(d), (a) the parties will report the discharge of such Indebtedness for federal, and applicable state, income Tax purposes as occurring at the beginning of the day following the Closing and (b) all tax consequences associated with the discharge of such Indebtedness shall be reported by the Company or Subsidiaries in the taxable period beginning on the day after the Closing Date.
Retained Indebtedness. The assignment of the Partnership Interests in Partnerships 4, 5 and 6 and/or the conveyance of Parcels 4, 5 and 6 as contemplated hereunder will, if not approved by Lutheran Brotherhood and Prudential respectively, constitute grounds for acceleration of the Retained Indebtedness.
Retained Indebtedness. (a) At the time of the Closing, the Company shall have (i) no assets other than the shares of the capital stock of the Subsidiary and (ii) no indebtedness or liabilities, and any indebtedness or liabilities which may exist pursuant to, under, with respect to, or in connection with, the Assumed Debt, of which the outstanding balance was $28,664,688 as of September 30, 1996. Prior to or simultaneously with the Closing, all intercompany balances between or among the Company, the Subsidiary, the Seller and any Other Entity shall have been canceled, and the Company and the Subsidiary shall have been completely discharged from any indebtedness to any third party (other than pursuant to, under, with respect to, or in connection with the Assumed Debt) and shall have no further obligations under the Loan Agreement (and all liens thereunder shall have been released).
(b) The Company shall deliver a statement to the Buyer and Mayflower, no later than two days prior to the Closing Date, setting forth the anticipated balance of the Assumed Debt on the Closing Date.
Retained Indebtedness. (a) On the Closing Date, the only interest bearing and non-interest bearing liabilities and obligations for borrowed money or other amounts due to the Sellers or other Affiliates of the Company or to third parties that the Purchaser will assume are those set forth on Schedule 2.4 attached hereto (collectively, the “Retained Liabilities”). The Company and the Sellers represent and warrant to the Purchaser that all Contracts evidencing the previously mentioned Retained Liabilities are set forth on Schedule 2.4 hereto.
(b) The Company shall be responsible for obtaining and/or confirming cancellation on or prior to the Closing Date of that certain “Officer Loan” dated June 12, 2009, which has an outstanding amount due of $412,332.42, and all other interest bearing and non-interest bearing liabilities and obligations for borrowed money or other amounts due to the Sellers or other Affiliates of the Company or to third parties and any other liabilities or obligations not specifically set forth in Section 2.4(a) (collectively, the “Retired Indebtedness and Obligations”).
Retained Indebtedness. The Purchaser hereby acknowledges and agrees that the Company will retain the Midcap Obligations, including, without limitation, the aggregate principal amount (a) the term facility, which at Closing is equal to $1,015,650, plus (b) the revolving credit facility, which at Closing is equal to $8,600,000 (collectively, the “Retained Indebtedness”).
Retained Indebtedness. (a) The outstanding balance of the Assumed Debt was $28,664,688 as of September 30, 1996. Prior to or simultaneously with the Closing, all intercompany balances between or among the Company, the Seller and any Other Entity shall have been canceled, and the Company shall have been completely discharged from any indebtedness to any third party (other than pursuant to, under, with respect to, or in connection with the Assumed Debt) and shall have no further obligations under the Loan Agreement (and all liens thereunder shall have been released).
(b) The Company shall deliver a statement to the Buyer and Mayflower, no later than two days prior to the Closing Date, setting forth the anticipated balance of the Assumed Debt on the Closing Date.
Retained Indebtedness. (a) Retained Indebtedness shall be determined based on a written confirmation of such indebtedness owing at Closing provided by the applicable lender/lessor, failing which it shall be determined in accordance with generally accepted accounting principles and on a basis consistent with the preparation of the Financial Statements on a consolidated basis for the Company and the Company’s Subsidiaries.
(b) The Sellers agree to use commercially reasonable efforts to obtain any consents required under the Retained Indebtedness for completion of the transactions contemplated by this Agreement (without involving the expenditure of any funds by the Company, the Company’s Subsidiaries or the Sellers). In the event that any such required consents cannot be obtained prior to Closing, such Retained Indebtedness for which consent cannot be obtained shall cease to be Retained Indebtedness and shall become Closing Indebtedness for all purposes under this Agreement.