Incremental Liabilities definition

Incremental Liabilities means all present and future moneys, debts and liabilities due, owing or incurred by the Borrower or any other Obligor to any Incremental Indebtedness Creditor which constitute Incremental Indebtedness (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise).
Incremental Liabilities shall have the meaning set forth in Section 2.1(b) hereof.

Examples of Incremental Liabilities in a sentence

  • In the event that the amount of the Incremental Liabilities is more than or equal to 5% of the Transaction Amount, the Purchaser does not need to pay the Final Installment, and within five (5) days upon the release of the result of the M&A Audit, the Sellers shall return the amount of Incremental Liabilities exceeding 5% of the Transaction Amount.

  • By way of an example: if the Balances of Liabilities as of the Execution Date is ten million Renminbi, and there is no Incremental Liabilities as of the M&A Audit Date, and the balances of liabilities as of the M&A Audit Date is adjusted to eight million Renminbi, the exceeding amount of two million Renminbi shall be paid to the Sellers together with the Final Installment.

  • If the balances of liabilities of the Target Company as of the M&A Audit Date identified in the M&A Audit is more than the Balances of Liabilities as of the Execution Date, with respect to the incremental amount of the liabilities of the Target Company (the “Incremental Liabilities”), the Purchaser shall have the right to adjust the Transaction Amount and deduct the amount of the Incremental Liabilities from the Final Installment (as defined below).

Related to Incremental Liabilities

  • Incremental Costs means all reasonable additional costs properly and reasonably incurred by Network Rail in respect of any modification referred to in paragraph 2.8, being the additional reasonable costs (if any) to Network Rail in respect of its obligation to maintain and operate the Network, but excluding:

  • Incremental Cap has the meaning assigned to such term in Section 2.21(a).

  • Incremental cost means all costs that could be avoided in the medium term if a Segment was removed from the Network;

  • Incremental Amount has the meaning specified in Section 2.14(a).

  • Incremental Equivalent Debt has the meaning assigned to such term in Section 6.01(a)(xxiii).

  • Incremental Facilities has the meaning assigned to such term in Section 2.22(a).

  • Maximum Incremental Facilities Amount means, at any date of determination, (a) the sum of (i) $500,000,000, plus (ii) an amount such that the Borrower is in Pro Forma Compliance with the Senior Secured Leverage Test (for the avoidance of doubt without netting any cash from the proceeds of any Indebtedness being incurred in reliance on such test and, if applicable, assuming the full amount of any New Revolving Credit Commitments are drawn), plus (iii) amounts used to incur Indebtedness the Net Cash Proceeds of which are substantially concurrently used to refinance or replace Revolving Credit Commitments and/or Term Loans (including any fees, accrued interest or other amounts owing in respect thereof), plus (iv) from and after the 2012 Extension Effective Date, the aggregate principal amount of 2014 Term Loans outstanding as of such date of determination, provided that such additional amounts pursuant to this clause (iv) are only available to the extent such amounts are used to incur Indebtedness the Net Cash Proceeds of which are substantially concurrently used to prepay 2014 Term Loans in accordance with Section 5.1 of this Agreement (such prepaid 2014 Term Loans, “Incremental Facility Prepaid 2014 Term Loans”) plus (v) the Dollar Equivalent principal amount of Term Loans (other than New Term Loans, Incremental Facility Prepaid 2014 Term Loans or Term Loans refinanced or replaced pursuant to clause (iii) above) voluntarily prepaid pursuant to Section 5.1 prior to such date, plus (vi) the amount of all Revolving Credit Commitments that have either been permanently reduced pursuant to Section 4.2 or have otherwise terminated in accordance with the terms of this Agreement after the 2012 Extension Effective Date (without duplication of the amounts incurred pursuant to clause (iii) above) minus (b) the sum of (i) the aggregate principal amount of New Loan Commitments incurred pursuant to Section 2.14(a) prior to such date and (ii) the aggregate principal amount of Permitted Other Indebtedness issued or incurred pursuant to Section 10.1(bb)(i)(a) prior to such date.

  • Available Incremental Amount has the meaning specified in Section 2.14(4)(c).

  • Incremental Facility has the meaning specified in Section 2.16(a).

  • Incremental Commitments has the meaning set forth in Section 2.14(a).

  • Incremental Revolving Increase has the meaning set forth in Section 2.16(a).

  • Incremental Term Loan Amount means, at any time, the excess, if any, of (a) $25,000,000 over (b) the sum of (i) the aggregate increase in the Revolving Credit Commitments established at or prior to such time pursuant to Section 2.24 and (ii) the aggregate amount of all Incremental Term Loan Commitments established prior to such time pursuant to Section 2.25.

  • Incremental Term Facility has the meaning assigned to such term in Section 2.22(a).

  • Incremental Term Commitments has the meaning set forth in Section 2.14(a).

  • Incremental Term Loan Commitments has the meaning set forth in Section 2.24.

  • Maximum Incremental Amount means, at any time, the sum of (a) $1,400.0 million minus the Dollar Equivalent amount (measured at the time of incurrence) of New Term Loans, New Revolving Commitments and Permitted Alternative Incremental Facilities Debt previously established or incurred in reliance on this clause (a) plus (b) the aggregate Dollar Equivalent amount (measured at the time of prepayment or reduction) of Term Loans and Revolving Commitments outstanding on the Closing Date (or established pursuant to clause (a) above) that are optionally prepaid or optionally reduced (other than with the proceeds of long-term Indebtedness (other than borrowings under any revolving credit facility) and other than Revolving Commitments replaced with New Revolving Commitments) following the Closing Date and on or prior to such time (and, in the case of any prepayment of Term Loans pursuant to Section 2.08(d), based on the Dollar Equivalent amount (measured at the time of each applicable prepayment) expended by the Borrowers pursuant to such Section 2.08(d) and not the principal amount) plus (c) an unlimited amount so long as, in the case of this clause (c) only, on a pro forma basis (including the application of proceeds therefrom but excluding any increase in cash and cash equivalents and treating any New Revolving Commitments established pursuant to this clause (c) as fully drawn and all Permitted Alternative Incremental Facilities Debt incurred pursuant to this clause (c) as secured by Liens whether or not actually secured (but without giving effect to any substantially simultaneous incurrence of any New Term Loans, New Revolving Commitments or Permitted Alternative Incremental Facilities made pursuant to the foregoing clauses (a) and (b))), the Consolidated Secured Debt Ratio would not exceed 3.00 to 1.00 (it being understood that the Borrowers shall be deemed to have used amounts under clause (c) (to the extent compliant herewith) prior to utilization of amounts under clause (a) or (b)).

  • Incremental Revolving Facility has the meaning assigned to such term in Section 2.22(a).

  • Other Term Loan Commitments means one or more Classes of term loan commitments hereunder that result from a Refinancing Amendment.

  • Incremental Revolving Commitments has the meaning specified in Section 2.14(a).

  • Incremental Term Loan Facility has the meaning set forth in Section 2.16(a).

  • Incremental Income Taxes is defined in Section 6.9.

  • Senior Non Preferred Liabilities means any unsubordinated and unsecured senior non preferred obligations (créditos ordinarios no preferentes) of Banco Santander under Additional Provision 14.2º of Law 11/2015 (including any senior non preferred debt securities) and any other obligations which, by law and/or by their terms, and to the extent permitted by Spanish law, rank pari passu with the Senior Non Preferred Liabilities.

  • Incremental Revolving Commitment has the meaning assigned to such term in Section 2.14(a).

  • L/C Obligations means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

  • Incremental Revolving Loan has the meaning set forth in Section 2.14(b).

  • Incremental Loan has the meaning set forth in Section 2.14(b).