CTSI/MSAI Seller Note Claims definition

CTSI/MSAI Seller Note Claims means all Claims arising under or related to any note, debt, claim, earn-out agreement, employment agreement or other payment obligation (including, without limitation, those agreements set forth on Schedule A annexed to the CTSI/MSAI Settlement Agreement) incurred by Charys Holding (or any of its affiliates) in connection with its purchase of Complete Tower Sources Inc. and Mitchell Site Acq. Inc.
Sample 1

Examples of CTSI/MSAI Seller Note Claims in a sentence

  • The study further recommends that all the employees should also be provided with a sound understanding of the requirements of the county strategic plan before embarking on full implementation.

  • On the Effective Date, each of the holders of the CTSI/MSAI Seller Note Claims shall release and shall be deemed to release each of the Debtors and their affiliates from all claims arising from or in connection with Charys Holding’s acquisition of CTSI or MSAI.

  • In Tullett Prebon’s consolidated financial statements, the assets and liabilities of IGBB will be recognised at fair value; the excess of the cost of the Transaction over the net fair value of the assets and liabilities recognised will be recorded as goodwill.

  • Each holder of a CTSI/MSAI Seller Note Claim and a Mirror Note Claim, effective as of the Effective Date, waives and releases, and shall be deemed to have waived and released any and all Claims against C&B and each non-Debtor Subsidiary (including, all Affiliated Plan Proponents) with respect to or in any way related to the CTSI/MSAI Seller Note Claims and the Mirror Notes (including, without limitation, any guaranty obligations with respect thereto).

  • On the Effective Date, each of the holders of the CTSI/MSAI Seller Note Claims shall release and shall be deemed to release each of the Debtors and their affiliates from all claims arising from or in connection with Charys Holding’s acquisition of CTSI or MSAI.4.7 Charys Holding Class 7 (8.75% Senior Convertible Note Claims).

Related to CTSI/MSAI Seller Note Claims

  • Seller Notes means the series of unsecured, subordinated promissory notes in the initial aggregate principal amount of $100 million issued to Globetrotter Co-Investment B LP and to the selling equity holders of Lakeland Holdings, LLC (including the intragroup back-to-back notes issued by certain Debtors to other Debtors related thereto) and the guarantees provided by Lakeland Seller Finance, LLC in respect thereof, in connection with that certain Sale and Merger Agreement dated as of November 8, 2017, by and among WS Holdings Acquisition, Inc., as Purchaser, WS Holdings, Inc. as Blocker Corp., Lakeland Holdings, LLC as the Company, Lakeland Merger Sub II, LLC as Merger Sub, Globetrotter Co-Investment B LP as Blocker Seller and, solely in its capacity as Representative in accordance with the terms of the Sale and Merger Agreement, Metalmark Management II LLC.

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

  • Subordinated Shareholder Funding means, collectively, any funds provided to the Issuer by any Parent, any Affiliate of any Parent or any Permitted Holder or any Affiliate thereof, in exchange for or pursuant to any security, instrument or agreement other than Capital Stock, in each case issued to and held by any of the foregoing Persons, together with any such security, instrument or agreement and any other security or instrument other than Capital Stock issued in payment of any obligation under any Subordinated Shareholder Funding; provided, however, that such Subordinated Shareholder Funding:

  • Seller Note means the promissory note evidencing Xxxxxxxx’s repayment obligations in respect of the Seller Loan.

  • Intercompany Subordination Agreement means a subordination agreement executed and delivered by Borrowers and Agent, the form and substance of which is satisfactory to Agent.

  • Subordinated Note Documents means the Subordinated Notes, the Subordinated Note Purchase Agreement, the “Fee Letter” under and as defined in the Subordinated Note Purchase Agreement and any other Note Document (as defined in the Subordinated Note Purchase Agreement).

  • Required Consenting Noteholders means, as of the relevant date, the Consenting Noteholders then holding greater than fifty and one-tenth percent (50.1%) of the aggregate outstanding principal amount of Senior Notes Claims that are held by all Consenting Noteholders subject to the Restructuring Supporting Agreement as of such date.

  • Subordinated Intercompany Note means the Intercompany Subordinated Note, dated as of the Agreement Date, by and among Holdings, the Borrower and each Restricted Subsidiary of Holdings from time to time party thereto.

  • Second Lien Note Documents means the Second Lien Note Indenture, the Second Lien Notes, the Second Lien Security Documents and each other document, instrument or agreement relating to the issuance of the Second Lien Notes, as the same may be amended, restated, supplemented, waived and/or otherwise modified from time to time in accordance with the terms thereof, of this Agreement and of the Prepetition Intercreditor Agreement.

  • Subordinated Note Amount has the meaning set forth in the Recitals.

  • Acquisition Agreement Representations means such of the representations made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the obligations of Holdings or an Affiliate thereof to close under the Acquisition Agreement or Holdings (or an Affiliate thereof) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Subordinated Note Indenture means the Indenture dated as of the Closing Date, among the Borrower, the guarantors party thereto and The Bank of New York, as trustee, pursuant to which the Subordinated Notes are issued, as the same may be amended, supplemented or otherwise modified from time to time to the extent permitted by Section 10.7(b).

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

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

  • Non-Lead Securitization Note Holder Representative means the “Directing Certificateholder” or equivalent Person under the Non-Lead Securitization Servicing Agreement.

  • Lead Securitization Note Holder Representative means the “Directing Certificateholder” or equivalent Person under the Lead Securitization Servicing Agreement.

  • Senior Notes Claim means any Claim on account of the Senior Notes. For the avoidance of doubt, each Senior Notes Claim shall be deemed Allowed as of the Effective Date in an amount equal to (i) the principal amount outstanding under the applicable Senior Notes on the Petition Date, including without limitation any accrued interest and fees paid (or payable) in kind through such date, and (ii) all interest accrued and unpaid as of the Petition Date.

  • Intercompany Claims means, collectively, any Claim held by a Debtor against another Debtor or an Affiliate of a Debtor or any Claim held by an Affiliate of a Debtor against a Debtor.

  • Non-Lead Securitization Noteholder Representative shall have the meaning assigned to such term in the definition of “Non-Lead Securitization Noteholder”.

  • Intercompany Agreement means the agreement regarding the treatment of certain existing intercompany balances entered into on June 11, 2020 by and among ODBINV S.A. - Em Recuperação Judicial, Odebrecht S.A. - Em Recuperação Judicial and Odebrecht Engenharia e Construção S.A., as generally described and summarized in “The Restructuring – Treatment of Intercompany Claims” of the Consent Solicitation Statement.

  • Subordinated Claims shall have the meaning set forth in Section 3.6(c)(i) hereof.

  • Intercompany License Agreement means any cost sharing agreement, commission or royalty agreement, license or sub-license agreement, distribution agreement, services agreement, Intellectual Property rights transfer agreement or any related agreements, in each case where all the parties to such agreement are one or more of the Borrower and any Restricted Subsidiary thereof.

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

  • Non-Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(c).

  • Preferred Interests means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

  • Subordination Agreement means an agreement among the Agent, the applicable Borrower or Subsidiary of the Borrower and the holder of any Subordinated Debt, pursuant to which such Indebtedness is made subordinate in right of payment to Payment in Full of all Obligations on terms reasonably satisfactory to the Agent.