Discharged Indebtedness means Indebtedness that has been defeased (pursuant to a contractual or legal defeasance) or discharged pursuant to the prepayment or deposit of amounts sufficient to satisfy such Indebtedness as it becomes due or irrevocably called for redemption (and regardless of whether such Indebtedness constitutes a liability on the balance sheet of the obligors thereof); provided, however, that (i) the Indebtedness shall be deemed Discharged Indebtedness if the payment or deposit of all amounts required for defeasance or discharge or redemption thereof have been made even if certain conditions thereto have not been satisfied, so long as such conditions are reasonably expected to be satisfied within 95 days after such prepayment or deposit and (ii) such deposited funds shall be excluded from the calculation of Unrestricted Cash; provided, further, however, that if the conditions referred to in clause (i) of the immediately preceding proviso are not satisfied within 95 days after such prepayment or deposit, such Indebtedness shall cease to constitute Discharged Indebtedness after such 95-day period.
Discharged Indebtedness means Indebtedness that Borrower has irrevocably called for redemption or otherwise become obligated to prepay or redeem or acquire, so long as the following has occurred in a manner satisfactory to the Administrative Agent: (i) Borrower is irrevocably obligated to redeem or prepay or acquire such Indebtedness within 31 days of the earlier of the date such Indebtedness became Discharged Indebtedness or the date the deposit referred to in clause (ii) was made (the “31 Day Period”), (ii) Borrower has (x) deposited in an account subject to a first priority perfected Lien in favor of the Administrative Agent, cash sufficient to redeem, prepay or acquire such Indebtedness or (y) deposited with the trustee or a third party paying agent for such Indebtedness an amount sufficient for Borrower to redeem, prepay or acquire such Indebtedness; provided that if any such Indebtedness is not cancelled, retired or repaid within the 31 Day Period, then such Indebtedness shall cease to be, and shall for all purposes be deemed never to have been, Discharged Indebtedness.
Discharged Indebtedness means any Indebtedness that will be repaid at Closing from the portion of the Transaction Consideration payable at Closing, as set forth in the Funds Flow Memorandum.
Examples of Discharged Indebtedness in a sentence
Seller shall in good faith consider the objections, if any, of Purchaser to the Estimated Seller Closing Statement and, if Purchaser has made any objections, will re-issue an Estimated Seller Closing Statement containing the Estimated Closing Discharged Indebtedness no later than two Business Days prior to the Closing Date with any such revisions that Seller has determined in good faith are appropriate.
As promptly as practicable following the Closing Date (but in any event within 90 days thereafter) Purchaser shall prepare, or cause to be prepared, and deliver to Seller a statement (the “Closing Statement”) consisting of a calculation in reasonable detail of the Free Cash Flow Adjustment Amount and Closing Discharged Indebtedness and a calculation of the amount, if any, payable pursuant to Section 2.3(g).
Seller shall cause the Company and its Subsidiaries, at the Closing, to have no Closing Discharged Indebtedness.
General Considerations 22 Payment Agreement Terms 22 Joint and Several Liability 22 Finality 22 Compromises Payable in Installments are Disfavored 22 Reporting Discharged Indebtedness to the IRS as Gross Income 23 E.
COMMENTSection 6335(a) of the Juvenile Act requires a copy of the petition to accompany the summons.
More Definitions of Discharged Indebtedness
Discharged Indebtedness means Indebtedness that has been defeased (pursuant to a contractual or legal defeasance) or discharged pursuant to the prepayment or deposit of amounts sufficient to satisfy such Indebtedness as it becomes due or irrevocably called for redemption (and regardless of whether such Indebtedness constitutes a liability on the balance sheet of the obligors thereof); provided, however, that the Indebtedness shall be deemed Discharged Indebtedness if the payment or deposit of all amounts required for defeasance or discharge or redemption thereof have been made even if certain conditions thereto have not been satisfied, so long as such conditions are reasonably expected by the Company to be satisfied within 95 days after such prepayment or deposit; provided, further however, that if the conditions referred to in the immediately preceding proviso are not satisfied within 95 days after such prepayment or deposit, such Indebtedness shall cease to constitute Discharged Indebtedness after such 95-day period.
Discharged Indebtedness means Indebtedness under any Convertible Notes that has been defeased (pursuant to a contractual or legal defeasance) or discharged pursuant to the prepayment or deposit of amounts sufficient to satisfy such Indebtedness as it becomes due or irrevocably called for redemption (and regardless of whether such Indebtedness constitutes a liability on the balance sheet of the obligor thereof); provided, however, that (i) such Indebtedness shall be deemed Discharged Indebtedness if the payment or deposit of all amounts required for defeasance or discharge or redemption thereof have been made even if certain conditions thereto have not been satisfied, so long as such conditions are reasonably expected to be satisfied within 95 days after such prepayment or deposit and (ii) such deposited funds shall be excluded from the calculation of Qualified Cash; provided, further, however, that if the conditions referred to in clause (i) of the immediately preceding proviso are not satisfied within 95 days after such prepayment or deposit, such Indebtedness shall cease to constitute Discharged Indebtedness after such 95-day period.
Discharged Indebtedness means the Indebtedness of the Corporation, if any, to be satisfied by Buyer, upon Seller’s request, on the Closing Date including, without limitation, all Indebtedness secured by any Encumbrance on any asset owned by the Corporation.
Discharged Indebtedness is defined in Section 1.4(c).
Discharged Indebtedness. The Indebtedness of the Companies as set forth in Schedule 4.25(b), which will be discharged by the Buyer's payment of the Pay-Off Amounts (as defined in Section 2.2(d) hereof) in respect thereof.
Discharged Indebtedness means Indebtedness that Borrower has irrevocably called for redemption or otherwise
Discharged Indebtedness means Indebtedness that has been defeased (pursuant to a contractual or legal defeasance) or discharged in accordance with the terms of the agreement or indenture governing such Indebtedness pursuant to the prepayment or deposit of all amounts sufficient to satisfy such Indebtedness as it becomes due or irrevocably called for redemption (and regardless of whether such Indebtedness constitutes a liability on the balance sheet of the obligors thereof) and the satisfaction of any other conditions to such defeasance, discharge or redemption set forth in such agreement or indenture; provided, however, that such Indebtedness shall be deemed to be Discharged Indebtedness if the payment or deposit of all amounts required for defeasance or discharge or redemption thereof have been made even if certain conditions thereto have not been satisfied, so long as such conditions are reasonably expected to be satisfied, and are so satisfied, within 91 days after such prepayment or deposit.