Transferred Indebtedness definition

Transferred Indebtedness has the meaning specified in the definition of Assumed Liabilities.
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Transferred Indebtedness means the Indebtedness listed in Section 1.01(b) of the Disclosure Schedule.
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Transferred Indebtedness means an amount equal to the total Indebtedness of the Acquired Subsidiaries at the Effective Time.
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Examples of Transferred Indebtedness in a sentence

  • The “ Final Adjustment Amount” shall mean an amount equal to (i) the Final Transferred Working Capital (as determined above) less the Estimated Transferred Working Capital, minus (ii) the Final Transferred Indebtedness (as determined above) less the Estimated Transferred Indebtedness, plus(iii) the Final Transferred Cash (as determined above) less the Estimated Transferred Cash.

  • Schedule 4.12 accurately and completely lists on a loan by loan basis: (i) the outstanding principal balance of the Transferred Indebtedness as of June 30, 1998, (ii) the interest rate borne by the Transferred Indebtedness, (iii) the maturity date of the Transferred Indebtedness and (iv) any right of any lender of any of the Transferred Indebtedness to participate in any sale or refinancing proceeds relating to any of the properties identified on Schedules 4.4(a)(1) and 4.4(a)(2).

  • Agricultural InputsGoderich is competitively located to many crop input retailers in Southern Ontario.

  • Illustrative examples of the calculations of Adjusted Net Working Capital, Cash, Capital Expenditure Amounts and Transferred Indebtedness are set forth on Schedules 2.2(a), 2.2(b), 2.2(c) and 2.2(d), respectively.

  • Seller will satisfy (or cause to be satisfied) in full when due all Taxes with respect to any Acquired Company with respect to any Pre-Closing Tax Period (including, for the avoidance of doubt, Taxes attributable to the Pre-Closing Straddle Period, as defined in Section 5.8(e)) to the extent not reflected in the Closing Statement as Transferred Indebtedness (all of such Taxes being the “Pre-Closing Taxes”).

  • Upon the terms and subject to the conditions set forth herein, on the Closing Date, each CAP Seller shall contribute and convey or cause to be contributed and conveyed, to Buyer OP, and Buyer OP shall accept all right, title, and interest in and to the Contributed Assets, in each case excluding the Excluded Assets and the Excluded Liabilities, subject in each case to the CAP Transferred Indebtedness and Permitted Encumbrances (the transaction described in this Section 2.2(a), the "Contribution").


More Definitions of Transferred Indebtedness

Transferred Indebtedness. Schedule 2.08 “U.S. Transferred Employees” 10.01(a)
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Transferred Indebtedness is defined in Section 3.4(d).
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Transferred Indebtedness means the AAPT Transferred Indebtedness and the CAP Transferred Indebtedness.
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Related to Transferred Indebtedness

  • Excluded Indebtedness means all Indebtedness not incurred in violation of Section 6.01.

  • 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.

  • Permitted Secured Indebtedness any Secured Indebtedness that:

  • 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).

  • Consolidated Senior Secured Indebtedness means, at any time, without duplication, the aggregate principal amount of all Consolidated Funded Indebtedness of the Company and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP that, as of such date, is secured by a Lien on any asset of the Company or any Restricted Subsidiary.

  • Consolidated Secured Indebtedness means, as of any date of determination, an amount equal to the Consolidated Total Indebtedness as of such date that in each case the payment of which is then secured by Liens on property or assets of the Company and its Restricted Subsidiaries (other than property or assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby).

  • 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.

  • 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).

  • Related Indebtedness means any and all indebtedness paid or payable by Borrower to Administrative Agent or any Lender pursuant to any Loan Document other than any Note.

  • Permitted Indebtedness means any of the following:

  • Restricted Indebtedness means Indebtedness of Holdings, the Borrower or any Subsidiary, the payment, prepayment, repurchase or defeasance of which is restricted under Section 6.09(b).

  • Consolidated First Lien Indebtedness means Consolidated Indebtedness that is secured by a first priority Lien (other than Permitted Liens) on assets of any Borrower or Restricted Subsidiary.

  • Permitted Subsidiary Indebtedness means any of the following:

  • Applicable Indebtedness has the meaning specified in the definition of “Weighted Average Life to Maturity.”

  • 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.

  • 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).

  • Other Permitted Indebtedness means (a) accrued expenses and current trade accounts payable incurred in the ordinary course of any Obligor’s business which are not overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings, (b) Indebtedness (other than Indebtedness for borrowed money) arising in connection with transactions in the ordinary course of any Obligor’s business in connection with its purchasing of securities, derivatives transactions, reverse repurchase agreements or dollar rolls to the extent such transactions are permitted under the Investment Company Act and the Investment Policies, provided that such Indebtedness does not arise in connection with the purchase of Portfolio Investments other than Cash Equivalents and U.S. Government Securities and (c) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments or awards do not constitute an Event of Default under clause (l) of Article VII.

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Designated Indebtedness means any Indebtedness that has been designated by the Borrower at the time of the incurrence thereof as “Designated Indebtedness” for purposes of this Agreement in accordance with the requirements of Section 6.01.

  • Unrestricted Subsidiary Indebtedness of any Unrestricted Subsidiary means Indebtedness of such Unrestricted Subsidiary (i) as to which neither the Company nor any Restricted Subsidiary is directly or indirectly liable (by virtue of the Company or any such Restricted Subsidiary being the primary obligor on, guarantor of, or otherwise liable in any respect to, such Indebtedness), except Guaranteed Debt of the Company or any Restricted Subsidiary to any Affiliate, in which case (unless the incurrence of such Guaranteed Debt resulted in a Restricted Payment at the time of incurrence) the Company shall be deemed to have made a Restricted Payment equal to the principal amount of any such Indebtedness to the extent guaranteed at the time such Affiliate is designated an Unrestricted Subsidiary and (ii) which, upon the occurrence of a default with respect thereto, does not result in, or permit any holder of any Indebtedness of the Company or any Restricted Subsidiary to declare, a default on such Indebtedness of the Company or any Restricted Subsidiary or cause the payment thereof to be accelerated or payable prior to its Stated Maturity.

  • Refinanced Indebtedness shall have the meaning provided in the definition of the term “Permitted Refinancing Indebtedness”.

  • Senior Secured Indebtedness means, with respect to any Person as of any date of determination, any Specified Indebtedness; provided that such Indebtedness is in each case secured by a Lien on the assets of the Issuer or its Restricted Subsidiaries on a basis pari passu with or senior to the security in favor of the Notes.

  • Balloon Indebtedness means Long-Term Indebtedness, 25% or more of the original principal amount of which becomes due (either by maturity or mandatory redemption) during any consecutive twelve-month period, if such principal amount becoming due is not required to be amortized below such percentage by mandatory redemption or prepayment prior to such twelve-month period.

  • Contribution Indebtedness means Indebtedness or Disqualified Stock of the Company or any Restricted Subsidiary in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than the proceeds from the issuance of Disqualified Stock or any cash contribution by an Issuer or a Restricted Subsidiary) made to the capital of the Company or a Restricted Subsidiary after the Issue Date (whether through the issuance of Capital Stock or otherwise); provided that such Contribution Indebtedness is incurred within 180 days after the making of the related cash contribution.

  • Funded Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

  • Acquired Indebtedness means Indebtedness of a Person (i) existing at the time such Person becomes a Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case other than Indebtedness Incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be Incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.