Closing Intercompany Loan definition

Closing Intercompany Loan means an amount due from a Transferred Entity to Parent or any of its Subsidiaries (other than a Transferred Entity) which is established through a note payable as described in Section 6.26(e)(ii) of this Agreement.
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Examples of Closing Intercompany Loan in a sentence

  • Any payments made in respect of Section 2.3(a) (including through offset, or transfer in whole or in part, of a Closing Intercompany Loan) shall be deemed to be adjustments to the Purchase Price pursuant to Section 2.2(a) or capital contribution, as appropriate for all Tax purposes.

Related to Closing Intercompany Loan

  • Intercompany Loan shall have the meaning provided in Section 8.05(g).

  • Intercompany Loans shall have the meaning provided in Section 10.05(h).

  • Intercompany Loan Agreement has the meaning set forth in the Purchase and Sale Agreement.

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

  • Closing Date Indebtedness means the aggregate amount of all Indebtedness of the Company Group as of the time of Closing (other than any Indebtedness included in Holder Expenses).

  • Closing Indebtedness means, as of the Closing Date, the aggregate amount of Indebtedness of the Company, including, but not limited to, any prepayment penalties, early termination fees, bank fees and related expenses payable by the Company in connection with the repayment or assumption by the Parent of any Indebtedness of the Company.

  • Permitted Intercompany Investments means Investments made by (a) a Loan Party to or in another Loan Party and (b) a Subsidiary that is not a Loan Party to or in another Subsidiary that is not a Loan Party.

  • Subordinated Intercompany Debt shall have the meaning assigned to such term in Section 6.01(e).

  • Final Closing Indebtedness has the meaning set forth in Section 3.3(b).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).

  • Intercompany Advance Agreement The Intercompany Advance Agreement, dated as September 11, 2009, between Ally Bank and Ally Auto, as amended, supplemented or modified from time to time.

  • 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.

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

  • Intercompany Debt has the meaning specified in Section 7.02.

  • Intercompany Receivables means all account, note or loan payables and all advances (cash or otherwise) or any other extensions of credit that are receivable by the Acquired Companies, on the one hand, from Seller or any of its Affiliates (other than the Acquired Companies), on the other hand.

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

  • Permitted Intercompany Advances means loans made by (a) a Loan Party to another Loan Party, (b) a Subsidiary of a Borrower that is not a Loan Party to another Subsidiary of a Borrower that is not a Loan Party and (c) a Subsidiary of a Borrower that is not a Loan Party to a Loan Party, so long as the parties thereto are party to the Intercompany Subordination Agreement.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Intercompany Note means a promissory note substantially in the form of Exhibit I.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Intercompany Interest means an Interest in a Debtor held by another Debtor.

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).

  • Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).