Business Indebtedness definition
Business Indebtedness means Indebtedness for which the Acquired Companies are liable, excluding any Indebtedness owing (a) by any Acquired Company or Joint Venture to any other Acquired Company or Joint Venture or (b) by the Business, on the one hand, to Sellers and/or and any of their respective Affiliates (other than the Acquired Companies), on the other hand.
Business Indebtedness means, on any date, the aggregate amount of Indebtedness calculated in accordance with the Calculation Principles and measured at the Designated Exchange Rate in respect of such determination date that remains outstanding as of such date; provided that Business Indebtedness shall not include (a) any Indebtedness arranged by Buyer or any of its Affiliates, (b) Indebtedness repaid or otherwise terminated or released prior to or as of the Closing, or (c) any intercompany Indebtedness solely by and among the Purchased Entities.
Business Indebtedness means Indebtedness for which the Acquired Companies are liable, excluding any Indebtedness owing by any Acquired Company to another Acquired Company.
Examples of Business Indebtedness in a sentence
The Seller’s Objection shall set forth a specific description of the basis of Seller’s Objection and the specific adjustments to the Net Working Capital and/or Business Indebtedness reflected on the Closing Statement which Seller believes should be made.
For purposes of this Agreement, the “Post-Closing Difference” shall mean (x) the Post-Closing Working Capital Difference minus (y) any Business Indebtedness reflected on the Final Closing Statement.
The Sellers’ Objection shall set forth a specific description of the basis of the Sellers’ Objection and the specific adjustments to the Net Working Capital, the Closing Cash Amount and/or Business Indebtedness reflected on the Closing Statement which Sellers believe should be made.
It is understood that, for purposes of determining Net Working Capital, (i) all of the Business Assets that are Current Assets and all of the Business Liabilities that are Current Liabilities shall be taken into account, (ii) no Excluded Assets shall be taken into account and (iii) no Business Indebtedness shall be taken into account.
Parent shall (i) make available to Buyer drafts of all payoff letters for the repayment of the Existing Business Indebtedness prior to the execution and delivery thereof and provide Buyer with a reasonable opportunity to review such drafts and (ii) provide copies of all executed and delivered payoff letters for the repayment of the Existing Business Indebtedness prior to the Closing.
More Definitions of Business Indebtedness
Business Indebtedness means, on any date, the aggregate amount of Indebtedness calculated in accordance with the Calculation Principles and measured at the Designated Exchange Rate in respect of such determination date of any Purchased Entity and which remains outstanding as of immediately prior to the Closing; provided that Business Indebtedness shall not include (a) any Indebtedness incurred in connection with the Financing or otherwise at the written request of Arion or (b) Indebtedness repaid or otherwise terminated or released prior to or as of the Closing.
Business Indebtedness means collectively, the Securitization Indebtedness, the Non- Recourse Indebtedness, the SRI Indebtedness, the Financing Indebtedness and the Installment Obligations.
Business Indebtedness means (a) all indebtedness for borrowed money of the Company, including any indebtedness evidenced by notes, bonds, debentures or similar instruments or debt securities, (b) obligations of the Company for the deferred purchase price of property or services (including all “earn-out” obligations or other deferred purchase price obligations), conditional sale obligations or title retention policies (excluding trade accounts payable), (c) all obligations owed by the Company pursuant to any letter of credit, banker’s acceptances, letter of guarantee, performance or surety bond or similar instrument or interest rate, currency swap or other hedging agreement or transaction, (d) any of the foregoing obligations which is secured by an Encumbrance on the Purchased Assets, (e) all obligations of the Seller or its Affiliates in respect of accrued, but unpaid, severance with respect to Business Employees or Former Business Employees, (f) any unfunded nonqualified deferred retirement plan or deferred compensation liability of Seller or its Affiliates with respect to Business Employees or Former Business Employees, (g) any withdrawal liability of Seller or its Affiliates associated with any Seller Pension Plan, (h) the employer portion of any Taxes arising from the liabilities described in clauses (e) through (g) hereof, (i) all intercompany loans to the Company other than the Intercompany Loans, (j) the Company Notes, (k) all accrued and unpaid interest on, and applicable prepayment premiums, breakage costs, penalties or similar contractual charges arising as a result of the discharge at Closing of, any such foregoing obligations and all fees and expenses related thereto, and (l) any of the foregoing for which the Company is liable as an obligor, guarantor, surety or otherwise.
Business Indebtedness means (a) all obligations of Seller for bank or other third-party indebtedness for borrowed money, including, for this purpose, all obligations under any bank credit agreement, capitalized lease, financing agreement, installment sale agreement, currency hedging, and other financing, hedging or credit agreement, in each case, with respect to the Business, the Business Real Property or the Purchased Assets and (b) all obligations of Seller with respect to which there is an Encumbrance, other than a Permitted Encumbrance, upon any of the Purchased Assets.
Business Indebtedness has the meaning set forth in Section 2.04(b).
Business Indebtedness means, on any date, the sum of (a) the aggregate amount necessary to discharge fully all Indebtedness (other than Assumed Debt), and (b) the aggregate principal amount and accrued interest of all Assumed Debt, in each case of clause (a) and (b) calculated in accordance with the Calculation Principles and measured at the Designated Exchange Rate in respect of such determination date that is incurred by any Purchased Entity and which remains outstanding as of immediately prior to the Effective Time; provided that Business Indebtedness shall not include (i) any Indebtedness incurred in connection with the Financing or otherwise at the express, written request of Buyer, (ii) Indebtedness repaid or otherwise terminated or released prior to or as of immediately prior to the Effective Time, (iii) any current liabilities for accrued expenses (including Taxes) to the extent reflected in Final Closing Net Working Capital or (iv) any amount of the Transferred Pension Liabilities.
Business Indebtedness means, without duplication, the aggregate amount of (i) any Business Bank Indebtedness, (ii) any Business Employee Indebtedness, (iii) any obligations of Transferor or any Acquired Company under conditional sale or other title retention agreements, (iv) any obligations of Transferor or any Acquired Company issued or assumed as the deferred purchase price of property or services (excluding obligations of Transferor or any Acquired Company to creditors for goods and services incurred in the ordinary course of such Person’s business), (v) any capitalized lease obligations of Transferor or any Acquired Company, (vi) any deferred revenue obligations of Transferor or any Acquired Company, (vii) any guaranties or arrangements having the economic effect of a guaranty by Transferor or any Acquired Company of any indebtedness of any other Person, (viii) any settlement payment obligations of Transferor or any Acquired Company not paid as of immediately prior to the Closing, including any such obligation owing to each of S&S Ag, LLC and ▇▇. ▇▇▇▇▇▇▇, but excluding any such obligation owing to Nationwide Medical Supply, Inc. (it being understood and agreed that no such obligations are being assumed by Acquiror) and (ix) any accrued interest or penalties on any of the foregoing.