Seller Debt definition

Seller Debt unsecured debt owing to the seller in a Permitted Acquisition.

Seller Debt means Indebtedness issued as consideration in connection with one or more Permitted Acquisitions so long as (a) no person, other than the respective Subsidiary acquired pursuant to the Permitted Acquisition, has any liability with respect to such Indebtedness and (b) the terms of such Indebtedness do not otherwise cause a violation of this Agreement.

Seller Debt means, without duplication, all obligations of Seller for borrowed money and all obligations of Seller evidenced by notes, debentures, bonds or similar instruments for the payment of which Seller is responsible or liable, expressly excluding any obligations arising out of the municipal bonds issued by Canton Renewables, LLC.

Examples of Seller Debt in a sentence

• No Material Event with respect to Seller or its Affiliates shall have occurred and be continuing and no material default by Seller or its Affiliates under any Seller Debt Instrument (including any payment default or default under any debt to equity financial covenant or other financial ratio) or acceleration of debt under any Seller Debt Instrument shall have occurred and be continuing.

• The declaration, or failure to declare, any obligations of Borrower due and payable upon the occurrence and during the continuance of a Seller Debt Cross-Acceleration.

• Borrower is not a party or subject to any contract or subject to any charge, corporate restriction, judgment, decree or order materially and adversely affecting its business, assets, operations, prospects or condition, financial or otherwise, or which restricts its right or ability to incur Indebtedness (other than under the Subordinated Term Loan Agreement and the Seller Debt), and it is not party to any labor dispute.

• Paying Off Seller Debt is Not Refinancing in of Change of Ownership 59-1f.

• Seller does not have any outstanding Seller Debt as of the Agreement Date other than intercompany debt which will be extinguished at Closing pursuant to the Debt Cancellation Agreement.

More Definitions of Seller Debt

Seller Debt means indebtedness of the Borrower payable to the sellers of any company acquired in any Acquisition permitted hereunder; provided, however, that such debt shall be unsecured.

Seller Debt means a Liability incurred in favor of one or more Sellers representing part of the purchase price of a Practice.

Seller Debt means the collective reference to all indebtedness, liabilities and obligations to the Seller Creditors or any other holders of the Seller Notes, which the Borrowers now or hereafter become liable to pay to the Seller Creditors, including obligations arising in connection with the Seller Debt Documents.

Seller Debt means, in connection with an Acquisition, indebtedness incurred for the deferred purchase price of property or services (e.g., promissory notes, earnout obligations, and other contingent future payment obligations triggered by the occurrence of certain events) and owed to the seller(s) involved in such Acquisition.

Seller Debt means, collectively, the Indebtedness of the Loan Parties owing under the Seller Note and the “Earn Out Payment” as defined in the Closing Date Acquisition Agreement.

Seller Debt means any Liabilities owing by the Borrower to the Seller under the Seller Documents and any Additional Seller Subordinated Debt.

Seller Debt has the meaning set forth in Section 4.05.