Purchaser DIP Claim definition

Purchaser DIP Claim means (i) the claims of Purchaser arising under or in connection with the DIP Financing, including the principal amount thereof, and all accrued, but unpaid interest or fees thereunder (for the purpose of clarity excluding the Letters of Credit) less (ii) the amount of cash and cash equivalents of Sellers and the Purchased Subsidiaries, in each case as determined as of the Closing Date.
Sample 1

Examples of Purchaser DIP Claim in a sentence

  • At the Closing, the Sellers shall (i) pay (or caused to be paid) an amount in cash sufficient to satisfy and discharge in full all Obligations as defined in and under the DIP Loan Agreement (other than in respect of the Purchaser DIP Claim and as set forth in Section 7.14), and (ii) execute and deliver in favor of the agent and the lenders under the DIP Loan Agreement, a valid and binding termination and release agreement in accordance with Section 4.3.2 of the DIP Order.

Related to Purchaser DIP Claim

  • DIP Claim means a Claim held by the DIP Lenders or the DIP Agent arising under or relating to the DIP Credit Agreement or the DIP Order, including any and all fees, interests paid in kind, and accrued but unpaid interest and fees arising under the DIP Credit Agreement, but, for the avoidance of doubt, excluding the First Lien Adequate Protection Claims.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • IP Claim means a Claim made against you by a third party alleging that the Stripe Technology, Services or a Stripe Mark provided to and used by you in accordance with this Agreement infringes or misappropriates the IP Rights of the third party making the Claim, excluding Claims made by Connected Accounts.

  • Section 510(b) Claim means any Claim arising from: (a) rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors; (b) purchase or sale of such a security; or (c) reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Claimed Amount means the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party.

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Closing Payment has the meaning set forth in Section 2.2(a).

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Payment Claim means the claim for payment made by the Contractor in accordance with this Contract.

  • Indemnity Escrow Amount means $3,000,000.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • AWR Claim means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the AWR;

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • DIP Facility Claim means a Claim arising under or as a result of the DIP Facility.

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • D&O Claim means any right or claim of any Person against one or more of the Directors and/or Officers howsoever arising on or before the D&O Bar Date, for which the Directors and/or Officers, or any of them, are by statute liable to pay in their capacity as Directors and/or Officers or which are secured by way of any one of the Directors’ Charges;