Shareholder Debt means any shareholder loan made to the Issuer as debtor, if such loan:
Seller Entities means, collectively, Seller and all Seller Subsidiaries.
Seller Guarantor has the meaning set forth in the Preamble.
Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.
Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.
Buyer Parties means Buyer, its respective Affiliates and the former, current or future equity holders and Representatives of each of the foregoing.
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.
Seller has the meaning set forth in the Preamble.
Seller’s Closing Documents as defined in Section 3.2(a).
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
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).
Seller Notes means any promissory note or notes issued by the Borrower or a Restricted Subsidiary of the Borrower in respect of any acquisition permitted hereunder as consideration in connection with such acquisition, but that is not in the nature of an earn-out obligation or similar deferred or contingent obligation.
Intercompany Indebtedness means Indebtedness of Company or any of its Subsidiaries which is owing to Company or any of its Subsidiaries.
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.
Seller Parties has the meaning set forth in the preamble to this Agreement.
Seller Note means the promissory note evidencing Xxxxxxxx’s repayment obligations in respect of the Seller Loan.
Seller Parent has the meaning set forth in the Preamble.
Seller Documents has the meaning set forth in Section 4.2.
Buyer Party means each of (i) the Buyer and (ii) each Affiliate of the Buyer that is a party to a Transaction Agreement.
Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.
Sellers has the meaning set forth in the Preamble.
Receivables Sellers means the Company and those Subsidiaries (other than Receivables Entities) that are from time to time party to the Permitted Receivables Facility Documents.
Buyer has the meaning set forth in the preamble.
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.
Acquired Companies means, collectively, the Company and the Company Subsidiaries.
Target Companies means the Target and its Subsidiaries.