Western Union Intercompany Notes Payable definition

Western Union Intercompany Notes Payable means the payables of the type reflected on the Western Union Balance Sheet as “Notes payable to affiliated companies” (which, as of , was in the amount of approximately $ million) owed by one or more Western Union Parties to one or more First Data Parties incurred at any time prior to the Effective Time; it being understood that to the extent the amount of any balance included on the Western Union Balance Sheet was an estimate thereof, or is estimated as of the Effective Time, the actual amount of such balance (rather than the estimated amount) shall be deemed to be the balance used in determination of the Western Union Intercompany Notes Payable.
Sample 1
Western Union Intercompany Notes Payable means the payables of the type reflected on the Western Union Balance Sheet as “Notes payable to affiliated companies” (which, as of , was in the amount of approximately $ million) owed by one or more Western Union Parties to one or more First Data Parties incurred at any time prior to the Effective Time.
Sample 1
Western Union Intercompany Notes Payable means the payables of the type reflected on the historical portion of the Western Union Balance Sheet as “Notes payable to affiliated companies” (excluding an $11.3 million note payable cancelled by a First Data Party on September 26, 2006) (which, as of June 30, 2006, was in the amount of approximately $52.2 million) owed by one or more Western Union Parties to one or more First Data Parties incurred at any time prior to the Effective Time; it being understood that to the extent the amount of any balance included on the Western Union Balance Sheet was an estimate thereof, or is estimated as of a particular date or time, the actual amount of such balance (rather than the estimated amount) shall be deemed to be the balance used in determination of the Western Union Intercompany Notes Payable.
Sample 1

Examples of Western Union Intercompany Notes Payable in a sentence

  • One or more Western Union Parties shall pay to one or more First Data Parties by wire transfer of immediately available funds to an account specified in writing by a First Data Party an amount equal to the Western Union Intercompany Notes Payable in full satisfaction thereof.

  • On September 26, 2006, one or more Western Union Parties paid to one or more First Data Parties by wire transfer of immediately available funds to an account specified in writing by a First Data Party an amount equal to the Western Union Intercompany Notes Payable in full satisfaction thereof.

Related to Western Union Intercompany Notes Payable

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

  • Intercompany Notes means, with respect to each Pledgor, all intercompany notes described in Schedule 11 to the Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.

  • 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.

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

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

  • Global Intercompany Note means the global intercompany note substantially in the form of Exhibit G hereto.

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

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

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

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

  • Second Lien Notes has the meaning set forth in the recitals hereto.

  • Second Lien Notes Trustee “Second Lien Noteholder”, “High Yield Agent”, “HY Borrower”, “High Yield Creditor”, “High Yield Lender”, “Unsecured Agent”, “Unsecured Borrower”, “Unsecured Creditor”, “Unsecured Lender”, “Security Agent”, “Security Grantor”, “Senior Agent”, “Senior Arranger”, “Senior Borrower”, “Senior Creditor”, “Senior Guarantor”, “Senior Lender”, “Senior Secured Notes Guarantor”, “Senior Secured Notes Issuer”, “Senior Secured Notes Trustee”, “Senior Secured Noteholder”, “Subordinated Creditor”, “Permitted Affiliate Parent” or the “Company” shall be construed to be a reference to it in its capacity as such and not in any other capacity;

  • Permitted Intercompany Investments means Investments made by (a) a Loan Party to or in another Loan Party, (b) a Subsidiary that is not a Loan Party to or in another Subsidiary that is not a Loan Party and (c) a Subsidiary that is not a Loan Party to or in a Loan Party, so long as, in the case of a loan or advance made pursuant to this clause (c), the parties thereto are party to the Intercompany Subordination Agreement.

  • Acquisition Indebtedness means any Indebtedness of the Company or any Subsidiary that has been incurred for the purpose of financing, in whole or in part, an Acquisition and any related transactions (including for the purpose of refinancing or replacing all or a portion of any related bridge facilities or any pre-existing Indebtedness of the Persons or assets to be acquired); provided that either (a) the release of the proceeds thereof to the Company and the Subsidiaries is contingent upon the substantially simultaneous consummation of such Acquisition (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition, or if such Acquisition is otherwise not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness, then, in each case, such proceeds are, and pursuant to the terms of such definitive documentation are required to be, promptly applied to satisfy and discharge all obligations of the Company and the Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or a similar provision) if such Acquisition is not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition or such Acquisition is otherwise not consummated by the date so specified, such Indebtedness is, and pursuant to such “special mandatory redemption” (or similar) provision is required to be, redeemed or otherwise satisfied and discharged within 90 days of such termination or such specified date, as the case may be).

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

  • Performing Second Lien Bank Loans means Second Lien Bank Loans which are Performing.

  • Intercompany Debt has the meaning specified in Section 7.02.

  • Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

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

  • Guarantor Senior Debt shall include the principal of, premium, if any, and interest on all Obligations of every nature of such Subsidiary Guarantor from time to time owed to the lenders under the Partnership Credit Facility, including, without limitation, principal of and interest on, and all fees, indemnities and expenses payable by such Subsidiary Guarantor under, the Partnership Credit Facility, and (y) in the case of amounts owing by such Subsidiary Guarantor under the Partnership Credit Facility and guarantees of Designated Senior Indebtedness, "Guarantor Senior Debt" shall include interest accruing thereon subsequent to the occurrence of any Event of Default specified in clause (h) or (i) of Section 6.01 relating to such Subsidiary Guarantor, whether or not the claim for such interest is allowed under any applicable Bankruptcy Law. Notwithstanding the foregoing, "Guarantor Senior Indebtedness" shall not include (i) Indebtedness evidenced by the Notes or the Guarantees, (ii) Indebtedness that is expressly subordinate or junior in right of payment to any other Indebtedness of such Subsidiary Guarantor, (iii) any liability for federal, state, local or other taxes owed or owing by such Subsidiary Guarantor, (iv) Indebtedness of such Subsidiary Guarantor to the Partnership or a Subsidiary of the Partnership or any other Affiliate of the Partnership, (v) any trade payables of such Subsidiary Guarantor, and (vi) any Indebtedness which is incurred by such Subsidiary Guarantor in violation of this Indenture.

  • Performing Non-Cash Pay High Yield Securities means Performing High Yield Securities other than Performing Cash Pay High Yield Securities.

  • Second Lien Notes Documents means the Second Lien Notes, the Second Lien Notes Indenture, the Second Lien Notes Security Documents and all other documents executed and delivered with respect to the Second Lien Notes or Second Lien Notes Indenture, as in effect on the Effective Date and as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

  • 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:

  • Company Notes means the 5.500% Senior Notes of the Company due 2027 issued under the Indenture.

  • First Lien Notes means (a) senior secured loans or notes of the U.S. Borrower (which notes or loans may either be secured by a first priority Lien on the Collateral that is pari passu with the Lien securing the U.S. Obligations or may be secured by a Lien ranking junior to the Lien on the Collateral securing the U.S. Obligations, but shall not be secured by any assets that do not constitute Collateral securing the U.S. Obligations) incurred after the Amendment Effective Date (i) the terms of which do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the latest Term Facility Maturity Date in effect at the time of the issuance thereof (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default) and (ii) the covenants, events of default, guarantees, collateral and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the U.S. Borrower and the Subsidiaries than those set forth in this Agreement; provided that a certificate of the Chief Financial Officer of the U.S. Borrower delivered to the Administrative Agent in good faith at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the U.S. Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement and (b) loans or notes borrowed or issued in connection with any refinancing, refunding, renewal or extension of any First Lien Notes; provided that (i) in connection with any such refinancing, refunding, renewal or extension, the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses), (ii) such refinancing Indebtedness otherwise complies with this definition and (iii) if such Indebtedness being refinanced is not secured by a first priority Lien on the Collateral that is pari passu with the Lien securing the U.S. Obligations, then such refinancing Indebtedness may not be secured with a first priority Lien on the Collateral that is pari passu with the Lien securing the U.S. Obligations. Notes issued by the U.S. Borrower in exchange for any First Lien Notes in accordance with the terms of a registration rights agreement entered into in connection with the issuance of such First Lien Notes shall also be considered First Lien Notes.