Excess Indebtedness definition

Excess Indebtedness means the amount, if any, of any obligations of the Company to the Lender remaining due and payable after the occurrence of an Event of Default and disposition (or receipt by the Lender of the value as determined by a court of competent jurisdiction) of all Collateral. Unless and until an Event of Default shall have occurred and the Lender received the proceeds of disposition thereof (or the value thereof as determined by a court of competent jurisdiction), there will be no Excess Indebtedness.

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Excess Indebtedness means any Company Indebtedness (other than the Parent Loan) as of the Closing Date in excess of $50,000.

Excess Indebtedness means the amount, if any, by which the consolidated Indebtedness of the Transferred Companies as of the close of business on December 31, 2014, in each case derived from the PFASC 2014 Financial Statements and calculated in accordance with the Accounting Principles, in a form consistent with, and subject to the adjustments set forth in, the sample Closing Statement attached as Annex A, exceeds $83,300,000; provided that in the event of any inconsistency between the application of GAAP in the preparation of the PFASC 2014 Financial Statements and the Accounting Principles, the Accounting Principles shall apply.

Examples of Excess Indebtedness in a sentence

Except for the Excess Indebtedness, the obligations of the Company to the Lender under this Note shall at all times be senior to or pari passu with all other obligations of the Company to the extent they are unsecured.
If the Adjusted Merger Consideration as so adjusted is higher than the Adjusted Merger Consideration as calculated based on the amounts of the Closing Indebtedness and the Excess Indebtedness stated on the Closing Indebtedness Certificate (such difference, if any, the “Indebtedness Reduction Adjustment”), then the amount of such Indebtedness Reduction Adjustment, if any, shall be paid by the Parent to the Escrow Fund in the form of shares of Parent Common Stock valued at the Closing Exchange Price.
Within 60 days of Closing, the Parent may dispute in good faith any amounts reflected or required to be reflected on the Closing Indebtedness Certificate by providing written notice to the Company (a “Dispute Notice”) specifying each disputed item and the amount thereof in dispute, setting forth, in reasonable detail, the basis for such dispute and specifying the Parent’s calculation of Excess Indebtedness.
Such Independent Accounting Firm shall, as promptly as practicable (but in no event later than fifteen (15) business days after such submission), deliver a report to the Parent and the Stockholder Representative setting forth the Independent Accounting Firm’s calculation of the disputed items, the Closing Indebtedness and the Excess Indebtedness.
Notwithstanding anything to the contrary contained in this Section 5, the Company shall not make and the Lender shall not receive any payment of any Excess Indebtedness after delivery by a holder of Senior Indebtedness to the Company and the Lender of written notice that a Senior Default has occurred; provided, however, that such payments may thereafter be made if such holder of Senior Indebtedness consents to such payments in writing or agrees in writing that such Senior Default has been cured or waived.

More Definitions of Excess Indebtedness

Excess Indebtedness is the amount, if any, by which indebtedness exceeds an amount equal to the Loan Value. "Notice Date" is the date on which notice of excess indebtedness is mailed to you and any assignee of record with us at the address last known to us. When a loan is made, the amount of the loan will be added to Loan Assets. The amount of the loan will be removed from the Subaccounts in proportion to your policy investment in each Subaccount on the date such loan is made. Upon any loan repayment, the amount of the repayment will be allocated among the Subaccounts in accordance with the Subaccount Investment Rule in effect on the date of repayment. We will annually determine the Loan Interest Rate for this policy. Determination will be made in the calendar month immediately preceding the calendar month in which the policy anniversary occurs. This Rate will apply to all indebtedness outstanding during the policy year next following the date of determination. The rate will not exceed the higher of (a) the "Published Monthly Average" for the calendar month which is two months before the month in which the date of determination occurs; and (b) 5%.

Excess Indebtedness means, as of any date with respect to any Transferred Subsidiary, the Indebtedness of such Transferred Subsidiary in excess of the amount specified with respect to such Transferred Subsidiary on Schedule 1.1(b).

Excess Indebtedness means the amount by which Company Indebtedness exceeds the amount of the Purchased Indebtedness. If the Company Indebtedness does not exceed the Purchased Indebtedness, then there shall be no Excess Indebtedness.

Excess Indebtedness means the amount of all Indebtedness of the Company in excess of the Assumed Company Debt.

Excess Indebtedness means (1)(A) the aggregate principal amount of total debt for borrowed money, including current portion and capital leases, obligating or encumbering, the Business or the Companies, (B) as a result of the consummation of the transactions contemplated by this Agreement, any transactional expenses incurred by the Companies or the Business on or before the Closing (including all of the fees, expenses and other amounts payable to outside advisors and attorneys) but not paid on or prior to the Closing and (C) any Transfer Taxes that London is liable for and obligated to pay pursuant to Section 5.14 but not paid on or prior to the Closing Date, to the extent, if any, that the Companies or the Business have any liability therefor, minus (2) cash and cash equivalents of the Business, if any.

Excess Indebtedness is the amount, if any, by which indebtedness exceeds an amount equal to the Account Value. "Notice Date" is the date on which notice of Excess indebtedness is mailed to you and any assignee of record with us at the address last known to us. Loan Assets are equal to the total of all loans advanced plus interest credited on each loan amount measured from the date of the loan. When a loan is made, the amount of the loan will be transferred to Loan Assets. The interest rate credited to Loan Assets is fixed at an effective annual rate of interest of 4%. The interest credited to Loan Assets will be added daily and will bear interest from that date at the same rate. The effective annual rate of interest credited to Loan Assets is 4%. The amount transferred to Loan Assets will be removed from the Subaccounts in proportion to your policy investment in each Subaccount on the date such loan is made (unless our then current rules allow you to designate different proportions in your loan request and you in fact do so). Upon loan repayment, the same proportionate amount of the entire loan as was borrowed from the Fixed Account will be repaid to the Fixed Account. The remainder of the loan repayment will be allocated to the appropriate Subaccounts as stipulated in the current Subaccount Investment Option (unless our then current rules allow you to designate a different allocation with your repayment and you in fact do so).

Excess Indebtedness means any and all indebtedness that would be reflected on a parent-only balance sheet of FTC, prepared in accordance with GAAP, as of the Effective Date, other than (i) indebtedness for current accounts payable incurred for services and materials in the ordinary course of operations, (ii) FTC's Subordinated Debentures totaling approximately $124,000 at September 30, 1996, and (iii) the mortgage payable to the Bank in the approximate amount of $249,000 at September 30, 1996.