Alternative Debt Financing definition

Alternative Debt Financing has the meaning set forth in Section 6.13(c).

Alternative Debt Financing. Section 6.12(e)

Alternative Debt Financing is defined in Section 8.08(b).

Examples of Alternative Debt Financing in a sentence

• For the avoidance of doubt, in no event shall the Company be entitled to enforce or seek to enforce specifically Parent’s obligation to consummate the Merger if the Debt Financing (or, if applicable, the Alternative Debt Financing) has not been funded (or will not be funded at the Closing) in the absence of any breach by Parent or Merger Sub of this Agreement or any Financing Document.

• The parties hereto agree that it shall not be a condition to Closing for Parent or Merger Sub to obtain the Financing or the Alternative Debt Financing (as defined below).

• Each of Parent and Merger Sub acknowledges and agrees that the obtaining of the Financing or Alternative Debt Financing shall not be a condition to the Closing, and reaffirms its obligation to consummate the Transactions irrespective and independently of the availability of the Financing or Alternative Debt Financing, subject to the applicable conditions set forth in Article VII, the breach of which obligation will give rise to the remedies set forth in Article VIII.

• Each of the parties hereto hereby irrevocably waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Transactions, the Debt Financing (including any Alternative Debt Financing) or the Debt Financing Commitment (including in respect of any Alternative Debt Financing).

• If any Sponsor becomes aware of the existence of any fact or event that would reasonably be expected to cause the Debt Financing to become unavailable on the terms and conditions contemplated by the Debt Commitment Letter, the Sponsors shall use their reasonable best efforts to either cure or eliminate such fact or event, or to arrange and obtain the Alternative Debt Financing.

More Definitions of Alternative Debt Financing

Alternative Debt Financing has the meaning ascribed thereto in section 5.2(a)(vii)(B);

Alternative Debt Financing has the meaning set out in Section 14.4 of this Agreement;

Alternative Debt Financing. Section 5.3(b) “Anti-corruption Laws” Section 3.6(c)

Alternative Debt Financing has the meaning given to it in Section 5.12(a). “Anticipated Refunds” are the following anticipated refunds of the Company and the Company Subsidiaries: (i) refunds of federal, California, Connecticut, Florida, Illinois, Massachusetts, Michigan, New Jersey, New York and Pennsylvania estimated income taxes for the 2011 tax year, (ii) refunds of federal income taxes for the 2009 and 2010 tax years attributable to the carryback of net operating losses from the 2011 tax year, (iii) a refund of New York income taxes for the 2009 tax year attributable to the carryback of net operating losses from the 2011 tax year and (iv) a refund of federal income taxes for the 2008 tax year attributable to the carryback of research and development credits from the 2009 tax year.

Alternative Debt Financing means alternative financing (a) on terms and conditions which would not reasonably be expected to materially prevent, delay or impair the likelihood of the Closing and (b) in an amount sufficient, when taken together with other funds then readily available to Buyer, for satisfaction of all of Buyer’s payment obligations under this Agreement due on or prior to the Closing Date.

Alternative Debt Financing is defined in Section 6.12(a) of the Agreement.

Alternative Debt Financing has the meaning set forth in Section 6.8(b). “Anti-Corruption Laws” means all U.S. and non-U.S. Laws relating to the prevention of corruption and bribery, including the U.S. Foreign Corrupt Practices Act of 1977, as amended. “Antitrust Law” means any Law governing competition, trade regulation, foreign investment, or national security or defense matters designed to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (including Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended), and all rules and regulations promulgated under such Laws. “Asset Purchase Price” has the meaning set forth in Section 2.5(a). “Assignment and Assumption Agreement and Xxxx of Sale” means the Assignment and Assumption Agreement and Xxxx of Sale, to be entered into on the Closing Date, by and among Purchaser, Logistics and Seller, in the form attached hereto as Exhibit C. “Assumed U.S. Benefit Plans” has the meaning set forth in Section 9.1(c)(i). “Assumed Liabilities” has the meaning set forth in Section 1.1(c). “Bonus Payment Date” has the meaning set forth in Section 9.1(c)(ii). “Business” has the meaning set forth in the recitals. “Business Day” means any day other than a Saturday, a Sunday or a day on which banks in New York, New York are authorized or obligated by Law to close. “Business Names” has the meaning set forth in Section 9.3(b)(i). “Business Employees” means (i) all individuals employed by Seller or its Affiliates on the date hereof who spend substantially all of their working time in connection with such employment providing services to the Business, all of which are set forth on Schedule 13.1(a) and (ii) all individuals employed on the date hereof by the Company, all of which are set forth on Schedule 13.1(a), so long as they spend substantially all of their working time in connection with such employment providing services to the Business, in each case other than the Excluded Employees. For the avoidance of doubt, the term Business Employees includes individuals described in the foregoing sentence who are absent due to vacation, holiday, sickness or other short-term approved leave of absence (including maternity leave, short-term disability leave and military leave or other statutory leaves), but does not include Excluded Employees. 66