Indebtedness Payments definition

Indebtedness Payments has the meaning set forth in Section 1.2(b) hereof.
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Indebtedness Payments means all payments by the Company in respect of Indebtedness from and after the date hereof and prior to the Effective Time, except for (i) interest payments, and (ii) the making of the scheduled amortization payments under the Amended and Restated Credit Agreement dated as of February 28, 2013, by and among the Company, General Electric Capital Corporation, the lenders party thereto and the other parties thereto, as amended from time to time, identified on Section 4.1(b)(xvi) of the Company Disclosure Letter, when due; provided that the amortization payment due during the Company’s fourth quarter may be made at or prior to Closing whether or not due.
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Indebtedness Payments means the aggregate amount of Indebtedness of Meritas and the Included Subsidiaries set forth on the payoff letters delivered to the Buyer in accordance with Section 10.2(d).
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Examples of Indebtedness Payments in a sentence

  • The Purchaser as of the Closing Date will have all of the cash that the Purchaser will need on the Closing Date to consummate the purchase of the Shares and the payment of the Option Debt, the Change of Control Debt, the Indebtedness Payments and all of its related fees and expenses.

  • The Initial Borrowings Borrowings, Conversions and Continuations of Loans [Reserved] Letters of Credit Swing Line Loans Prepayments Termination or Reduction of Commitments Repayment of Loans Interest Fees Computation of Interest and Fees Evidence of Indebtedness Payments Generally Sharing of Payments Permitted Exchange Increase in Commitments Defaulting Lenders Extension of Maturity Date Refinancing Amendments 107 ARTICLE 3 TAXES, INCREASED COSTS AND ILLEGALITY 108 Section 3.01.

  • At or prior to the Closing, the Seller shall cause, or shall have caused, the Company to satisfy all outstanding Indebtedness, except as disclosed on Schedule 6.1. At or prior to the Closing, the Seller shall cause, or shall have caused, the Company to terminate all Liens on or against any assets or equity interests of the Company, other than the Permitted Liens or Liens to be released as a result of the Closing Indebtedness Payments.

  • On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Seller’s right, title and interest in and to the Shares, free and clear of all Liens (other than the Liens to be released as a result of the Closing Indebtedness Payments) and as from the Closing Date all risk relating to the Shares shall vest with the Purchaser, subject to the representations and warranties herein.

  • Modifications of Certain Indebtedness; Payments of Interest on Convertible Notes and Indebtedness 78 Section 7.10.

  • Borrower may make Restricted Payments in connection with or pursuant to any of its Employee Benefits Plans or in connection with the employment, termination or compensation of its employees, officers or directors, provided, that that the aggregate amount of any such payments shall not exceed $5,000,000 over the life of this Agreement;" 1.11 Certain Indebtedness Payments.

  • All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) or by facsimile transmission (providing confirmation of transmission) to Neuromed US or CombinatoRx, as the case may be, in accordance with Section 9.4 of the Merger Agreement and to each Stockholder at its address set forth on Schedule 1 attached hereto (or at such other address for a party as shall be specified by like notice).

  • On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Shareholders shall sell to the Purchaser, and the Purchaser shall purchase from such Shareholders, all of such Shareholders’ right, title and interest in and to all of the Shares owned by such Shareholders, free and clear of all Liens (other than the Liens to be released as a result of the Closing Indebtedness Payments).

  • Sellers have received from Buyer the Purchase Price minus the Indebtedness Payments (as contemplated by Section 2.3).

  • Before the vehicle is taken over, the Customer must inspect it, check for visible external or internal irregularities, and verify the existence of the items listed in Art.

Related to Indebtedness Payments

  • Subordinate Indebtedness means all present and future indebtedness, obligations, and liabilities of Borrower to Subordinate Lender under or in connection with the Subordinate Loan or the Subordinate Loan Documents.

  • 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:

  • Intercompany Indebtedness means Indebtedness of Company or any of their respective Subsidiaries which is owing to any member of such group.

  • 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).

  • Closing Date Indebtedness means the aggregate amount of Indebtedness, determined as of and immediately prior to the Closing.

  • 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.

  • 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:

  • Subordinated Indebtedness Documents means any document, agreement or instrument evidencing any Subordinated Indebtedness or entered into in connection with any Subordinated Indebtedness.

  • Existing Indebtedness Agreements shall have the meaning provided in Section 5.05.

  • Settlement Indebtedness means any payment or reimbursement obligation in respect of a Settlement Payment.

  • Indebtedness for Money Borrowed means any obligation of, or any obligation guaranteed by, the Company for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments.

  • Other Debt means the Subordinated Debt, the Senior Unsecured Debt, the Second Priority Debt.

  • 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.

  • Additional Indebtedness means any Additional Specified Indebtedness that (1) is permitted to be secured by a Lien (as defined below) on Collateral by:

  • Acquisition Indebtedness any Indebtedness of the Company or any of its Subsidiaries that has been issued for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Company, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds thereof to the Company and its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Company and its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

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

  • Secured Recourse Indebtedness means the portion of Secured Indebtedness that is not Non-Recourse Debt.

  • 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:

  • Second Lien Indebtedness means the Indebtedness of the Loan Parties owing to the Second Lien Agent and the Second Lien Lenders under the Second Lien Credit Agreement, which Indebtedness is on terms and conditions reasonably acceptable to the Collateral Agent.

  • Senior Subordinated Indebtedness means the Securities and any other Indebtedness of the Company that specifically provides that such Indebtedness is to rank pari passu with the Securities in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of the Company which is not Senior Indebtedness.

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

  • Permitted Unsecured Indebtedness means Indebtedness of Holdings or the Borrower (a) that is not (and any Guarantees thereof by Subsidiaries or Holdings are not) secured by any collateral (including the Collateral), (b) that does not mature earlier than the Latest Maturity Date then in effect, and has a weighted average life to maturity no shorter than the Class of Term Loans with the Latest Maturity Date in effect at the time of incurrence of such Indebtedness, (c) that does not provide for any amortization, mandatory prepayment, redemption or repurchase (other than upon a change of control, fundamental change, customary asset sale or event of loss mandatory offers to purchase and customary acceleration rights after an event of default and, for the avoidance of doubt, rights to convert or exchange in the case of convertible or exchangeable Indebtedness) prior to the date that is the Latest Maturity Date then in effect, (d) that shall not include any financial maintenance covenants and applicable negative covenants shall be incurrence-based and that shall contain covenants, events of default and other terms that, when taken as a whole (other than interest rates, rate floors, fees and optional prepayment or redemption terms) are not materially more restrictive to Holdings and its Subsidiaries than, those set forth in the Loan Documents; provided, that, a Financial Officer of Holdings shall have delivered a certificate to the Administrative Agent at least two (2) Business Days prior to the incurrence of such Indebtedness or the modification, refinancing, refunding, renewal or extension thereof (or such shorter period of time as may reasonably be agreed by the Administrative Agent), together with a summary of the material terms and conditions of such resulting Indebtedness, stating that Holdings has determined in good faith that such material terms and conditions satisfy the requirements set forth in this clause (d), which determination shall be conclusive, and (e) that is not guaranteed by any Person other than on an unsecured basis by Holdings and Subsidiaries that are Subsidiary Loan Parties.

  • Junior Subordinated Indebtedness means the principal of (and premium, if any) and unpaid interest on (a) indebtedness of the Company (including indebtedness of others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, for money borrowed, which in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such indebtedness ranks junior in right of payment to the Company’s Senior Indebtedness and Senior Subordinated Indebtedness and equally and pari passu in right of payment to any other Junior Subordinated Indebtedness, (b) Junior Subordinated Securities, and (c) renewals, extensions, modifications and refinancings of any such indebtedness.

  • Final Indebtedness has the meaning set forth in Section 3.2(b).

  • Current Debt of any Person shall mean as of the date of any determination thereof (i) all indebtedness of such Person for borrowed money other than Funded Debt of such Person, including, without limitation, debt owed to banks, and (ii) Guaranties by such Person of Current Debt of others.