Intercompany Seller Indebtedness definition

Intercompany Seller Indebtedness means, without duplication, (a) all Indebtedness of an Acquired Company to Seller or a Seller Affiliate and (b) all Indebtedness of Seller or a Seller Affiliate to an Acquired Company. For greater certainty, Intercompany Seller Indebtedness does not include any Intercompany Acquired Company Indebtedness. Solely for purposes of calculating the Intercompany Adjustment Amount, an Intercompany Seller Indebtedness under (a) above will be deemed to be a negative number and an Intercompany Seller Indebtedness under (b) above will be deemed to be a positive number.

Related to Intercompany Seller Indebtedness

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

  • Company Indebtedness means all indebtedness of the Company (including without limitation, any loans, advances, letters of credit, bank overdrafts, capital lease obligations and all other indebtedness of any kind including interest, principal and fees).

  • Assumed Indebtedness means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Restricted Subsidiary of the Borrower or (b) is assumed in connection with an Investment in or acquisition of such Person, and has not been incurred or created by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Borrower.

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

  • Intercompany Debt has the meaning specified in Section 7.02.

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

  • 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.

  • 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).

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

  • Intercompany Payables means all account, note or loan payables and all advances (cash or otherwise) or any other extensions of credit that are payable by Seller or any of its Affiliates (other than the Company or its Subsidiaries) to the Bank, the Company or its other Subsidiaries.

  • Acquisition Indebtedness Indebtedness of (A) the Borrower or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection with, any acquisition of any assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the Borrower or any Restricted Subsidiary, or (B) any Person that is acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger or consolidation).

  • 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.

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

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

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

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

  • Permitted Subsidiary Indebtedness means any of the following:

  • 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.

  • 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.

  • Settlement Indebtedness means any payment or reimbursement obligation in respect of a Settlement Payment.

  • Receivables Facility Attributed Indebtedness means the amount of obligations outstanding under a receivables purchase facility on any date of determination that would be characterized as principal if such facility were structured as a secured lending transaction rather than as a purchase.

  • Intercompany Obligations as defined in the Guarantee and Collateral Agreement.

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

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

  • Project Finance Indebtedness means any present or future indebtedness incurred to finance the ownership, acquisition, development and/or operation of an asset, whether or not an asset of a member of the Group:

  • Attributable Receivables Indebtedness at any time shall mean the principal amount of Indebtedness which (i) if a Permitted Receivables Facility is structured as a secured lending agreement, would constitute the principal amount of such Indebtedness or (ii) if a Permitted Receivables Facility is structured as a purchase agreement, would be outstanding at such time under the Permitted Receivables Facility if the same were structured as a secured lending agreement rather than a purchase agreement.