Rebate Obligations definition

Rebate Obligations has the meaning set forth in Section 3.28(d).
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Rebate Obligations shall have the meaning set forth in Section 4U.
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Rebate Obligations is defined in Section 2.20(c).
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Examples of Rebate Obligations in a sentence

  • Except as set forth on Schedule 3.1.16(c), Seller has not entered into, or offered to enter into, any agreement, contract commitment or other arrangement (whether written or oral) pursuant to which Seller is or will be obligated to make any rebates, discounts, promotional allowances or similar payments or arrangements to any customer ("Rebate Obligations").

  • All Rebate Obligations as of the date hereof shall be reflected in the Financial Statements.

  • All Rebate Obligations are reflected in the Unaudited Financial Statements or have been incurred after the date thereof in the ordinary course of business.

  • Adjustment represents the repayment of debt under the Company’s Senior Credit facility and UMG Rebate Obligations.

  • Likewise, to the extent the amount of the Accrued Employee Liabilities and/or the Customer Rebate Obligations determined as of the Closing Date are less than such amounts, the Purchase Price payable by Buyer to Seller at the Closing shall be correspondingly increased.

  • Seller has informed Purchaser of all rebates, discounts, promotional allowances or similar payments or obligations to any customers of the Acquired Business (the "Rebate Obligations").

  • The Customer Rebate Obligations Schedule shall be updated by Seller to the Closing Date (to the extent reasonably practicable) and shall be delivered by Seller to Buyer at Closing.

  • All Rebate Obligations are adequately reflected in the Reference Balance Sheet in accordance with Sellers’ Accounting Principles.

  • The provisions of this Section 6.4 shall not apply to the Customer Rebate Obligations which are an Assumed Liability and which Buyer shall process in the Ordinary Course of Business for its own account following Closing.

  • A list of Seller’s Customer Rebate Obligations as of June 30, 2004 is attached as Schedule 2.3.5 hereto.


More Definitions of Rebate Obligations

Rebate Obligations. Rebate Obligations" shall the meaning set forth in Section 4.23 of this Agreement.
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Rebate Obligations as defined in Section 2.24(c). ------------------ Related Persons: as defined in Section 2.19(a). --------------- Release: any releasing, disposing, discharging, injecting, spilling, ------- leaking, leaching, pumping, dumping, emitting, escaping, emptying, seeping, dispersal, migration, transporting, placing and the like, including without limitation, the moving of any materials through, into or upon, any land, soil, surface water, ground water or air, or otherwise entering into the environment. Return: any report of Taxes or Social Charges due, any claims for refund ------ of Taxes or Social Charges paid, any information return with respect to Taxes or Social Charges, or any other similar report, statement, declaration, or document required to be filed, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing. Rule 144: Rule 144 promulgated under the Securities Act. -------- SEC: the Securities and Exchange Commission. --- Securities Act: the Securities Act of 1933, as amended. --------------
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Rebate Obligations the meaning set forth in Section 3.21(c). Reference Balance Sheet: the balance sheet of the Seller as of April 2, 2005 provided in Section 9.1 of the Seller Disclosure Schedule. Regulatory Authorizations: the meaning set forth in Section 5.2(b). Restriction Period: the meaning set forth in Section 5.18(a). Sale Motion: the meaning set forth in Section 5.16. Sale Order: the meaning set forth in Section 3.1(b). Security: the meaning set forth in Section 3.28. Seller: the meaning set forth in the preamble. Seller Disclosure Schedule: the meaning set forth in the preamble. Seller's Accountant: the meaning set forth in Section 2.5(a). Shortfall Principal Amount: the meaning set forth in Section 2.5(c).
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Rebate Obligations as defined in Section 3.24(c). ------------------ Related Persons: as defined in Section 3.19(a). --------------- Release: any releasing, disposing, discharging, injecting, spilling, ------- leaking, leaching, pumping, dumping, emitting, escaping, emptying, seeping, dispersal, migration, transporting, placing and the like, including without limitation, the moving of any materials through, into or upon, any land, soil, surface water, ground water or air, or otherwise entering into the environment. Schedule 14D-1: as defined in Section 1.1(b). -------------- Schedule 14D-9: as defined in Section 1.2(b). -------------- SEC: the Securities and Exchange Commission. --- Securities Act: the Securities Act of 1933, as amended. -------------- Shares: as defined in Section 1.1(a). ------ Software: all computer software, including but not limited to, application -------- software and system software, including all source code and object code versions thereof, in any and all forms and media, whether recorded on paper, magnetic media or other electronic or non-electronic media (including data and related documentation, user manuals, training materials, flow charts, diagrams, descriptive tests and programs, computer print-outs, underlying tapes, computer databases and similar items), integrated circuits, embedded systems, and other electro-mechanical or processor based systems. Subsidiaries: each corporation or other Person in which a Person owns or ------------ controls, directly or indirectly, capital stock or other equity interests representing at least 50% of the outstanding voting stock or other equity interests.
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Rebate Obligations is defined in Section 4.18(c).
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Related to Rebate Obligations

  • Subordinate Obligations means, collectively, the Subordinate Notes and any Other Subordinate Obligations.

  • Note Obligations means the Notes, the Guarantees and all other obligations of any obligor under this Indenture, the Notes, the Guarantees and the Security Documents.

  • Term Obligations shall include all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Term Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

  • Indenture Obligations means the obligations of the Company and any other obligor under this Indenture or under the Notes, including any Guarantor, to pay principal of, premium, if any, and interest when due and payable, and all other amounts due or to become due under or in connection with this Indenture, the Notes and the performance of all other obligations to the Trustee and the Holders under this Indenture and the Notes, according to the respective terms thereof.

  • Credit Party Obligations means, without duplication, (a) all of the obligations of the Credit Parties to the Lenders (including the Issuing Lender) and the Administrative Agent, whenever arising, under this Credit Agreement, the Notes, or any of the other Credit Documents to which any Credit Party is a party and (b) all liabilities and obligations owing from such Credit Party to any Lender, or any Affiliate of a Lender, arising under Hedging Agreements.

  • U.S. Obligations means non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are direct obligations of the United States of America for the payment of which its full faith and credit is pledged.

  • Program Obligations means (1) all applicable statutes and any regulations issued by the Secretary pursuant thereto that apply to the Project, including all amendments to such statutes and regulations, as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process, and (2) all current requirements in HUD handbooks and guides, notices, and mortgagee letters that apply to the Project, and all future updates, changes and amendments thereto, as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process, and provided that such future updates, changes and amendments shall be applicable to the Project only to the extent that they interpret, clarify and implement terms in this Agreement rather than add or delete provisions from such document. Handbooks, guides, notices, and mortgagee letters are available on HUD's official website: (xxxx://xxx.xxx.xxx/offices/adm/hudclips/index.cfm or a successor location to that site)).

  • Parity Obligations means (i) all obligations of the Issuer in respect of Tier 1 Instruments (excluding any such obligations that rank, or are expressed to rank, junior to claims in respect of the Notes), and (ii) any other securities or obligations (including, without limitation, any guarantee, credit support agreement or similar undertaking) of the Issuer that rank, or are expressed to rank, pari passu with claims in respect of the Notes and/or any Parity Obligation.

  • Hedge Obligations means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing or hereafter arising, of each Loan Party and its Subsidiaries arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into with one or more of the Hedge Providers.

  • DIP Obligations means “DIP Obligations” as defined in the DIP Order.

  • Guarantor Obligations with respect to any Guarantor, all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document).

  • Hedging Liabilities means the Liabilities owed by any Debtor to the Hedge Counterparties under or in connection with the Hedging Agreements.

  • Fixed Rate Obligation means any Collateral Loan that bears a fixed rate of interest.

  • Loan Obligations means (a) the due and punctual payment by the Borrower of (i) the unpaid principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans made to the Borrower under this Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and obligations to provide Cash Collateral and (iii) all other monetary obligations of the Borrower owed under or pursuant to this Agreement and each other Loan Document, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), and (b) the due and punctual payment of all obligations of each other Loan Party under or pursuant to each of the Loan Documents.

  • Secured Swap Obligations means all amounts and other obligations owing to any Secured Swap Party under any Secured Swap Agreement (other than Excluded Swap Obligations).

  • Foreign Obligations means Obligations owing by any of the Foreign Borrowers.

  • Guaranty Obligations means, with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (i) to purchase any such Indebtedness or any Property constituting security therefor, (ii) to advance or provide funds or other support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including without limitation keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of Indebtedness of such other Person, (iii) to lease or purchase Property, securities or services primarily for the purpose of assuring the holder of such Indebtedness, or (iv) to otherwise assure or hold harmless the holder of such Indebtedness against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made.

  • Junior Obligations means the Junior Obligations of the Guarantor and the Junior Obligations of the Issuer;

  • Compliance Obligations means obligations of the AMC to comply with: (a) laws or international guidance and internal policies or procedures, (b) any demand or request from authorities or reporting, disclosure or other obligations under laws, and (c) laws requiring us to verify the identity of our customers.

  • Relevant Obligations means the Obligations constituting Bonds and Loans of the Reference Entity outstanding immediately prior to the effective date of the Succession Event, excluding any debt obligations outstanding between the Reference Entity and any of its Affiliates, as determined by the Calculation Agent. The Calculation Agent will determine the entity which succeeds to such Relevant Obligations on the basis of the Best Available Information. If the date on which the Best Available Information becomes available or is filed precedes the legally effective date of the relevant Succession Event, any assumptions as to the allocation of obligations between or among entities contained in the Best Available Information will be deemed to have been fulfilled as of the legally effective date of the Succession Event, whether or not this is in fact the case.

  • Liquidity Obligations means all principal, interest, fees and other amounts owing to the Liquidity Providers under the Liquidity Facilities, Section 8.1 of the Participation Agreements or the Fee Letters.

  • Credit Facility Obligations means all “Obligations” (or any other defined term having a similar purpose) as defined in the Credit Agreement.

  • Credit Agreement Obligations means the “Obligations” as defined in the Credit Agreement.

  • Safety Obligations means all applicable obligations concerning health and safety (including any duty of care arising at common law, and any obligation arising under statute, statutory instrument or mandatory code of practice) in Great Britain;

  • Bank Products Obligations of any Person means the obligations of such Person pursuant to any Bank Products Agreement.

  • Refunded Obligations means, collectively, the Refunded Notes, if any, and the Refunded Bonds, if any, refunded by each Series.