Unpaid Indebtedness definition

Unpaid Indebtedness has the meaning set forth in Section 2.5(a).
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Unpaid Indebtedness is defined in Section 2.2.
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Unpaid Indebtedness means the aggregate amount of the Indebtedness set forth on Section 3.06(a) of the Seller Disclosure Schedule that remains outstanding as of the Closing.
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Examples of Unpaid Indebtedness in a sentence

  • Seller shall have delivered to Buyer payoff letters for all Unpaid Indebtedness authorizing the release of Liens on the Acquired Assets securing such Unpaid Indebtedness upon receipt of payment of such Unpaid Indebtedness (the “Payoff Letters”).

  • Seller shall have delivered to Buyer a certificate (the “Closing Certificate”), duly executed by the President of Seller, setting forth a true, correct and complete list of any Unpaid Indebtedness, including instructions for the payment of such Unpaid Indebtedness by Buyer at Closing.

  • Buyer shall have paid Seller’s Unpaid Indebtedness in the manner and in accordance with Section 3.2.

  • If a written resolution is not obtained within thirty (30) days after the Agent has received the Buyer Objection Notice, the issue(s) in dispute will be submitted to the Auditor for resolution, which resolution will be limited to determining Closing Date Net Working Capital, Unpaid Indebtedness and Unpaid Transaction Expenses, and any other accounting matters specifically referred to the Auditor by the mutual agreement of the Agent and Buyer.

  • Trustee May Recover Unpaid Indebtedness after Sale of Collateral.................33 SECTION 707.

  • The Preliminary Adjustment Statement shall be prepared as of the Closing Date consistent with Schedule 2.3.1 and calculating the reserve for LIFO inventory as if the Closing Date were an interim month end, except that the Preliminary Adjustment Statement shall only reflect those assets, liabilities and information of the Company necessary to calculate the Closing Cash, the Unpaid Indebtedness and Closing Working Capital.

  • On the day before the Closing, Sellers’ Representative, on behalf of all Sellers, shall cause the Company to estimate in good faith the amount of the Closing Cash, the Unpaid Indebtedness and the Closing Working Capital, respectively, in accordance with Section 2.6.1, and to deliver to Buyer and Sellers’ Representative, on behalf of all Sellers, a certificate signed by an officer of the Company setting forth such estimates (the “Closing Certificate”).

  • For the avoidance of doubt, the Deductible and General Cap will not apply to indemnity claims arising out of breaches of Fundamental or SOL Reps (to which a cap equal to the Transaction Value will apply) or Taxes, Unpaid Seller Expenses, Unpaid Indebtedness, or fraud or intentional misrepresentation (to which no cap will apply).

  • Parent will have received Payoff Letters describing the outstanding principal and interest required to fully discharge Unpaid Indebtedness, if any, as of the Closing Date, and, if any such Unpaid Indebtedness is secured, an undertaking by the holder(s) to immediately discharge and release any Encumbrances securing the same, which Payoff Letters will be in form and substance reasonably acceptable to Parent.

  • Trustee May Recover Unpaid Indebtedness After Sale of Collateral...............


More Definitions of Unpaid Indebtedness

Unpaid Indebtedness means the amount of Indebtedness that remains unpaid at Closing.
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Unpaid Indebtedness means any Indebtedness of the Company that is not paid in full prior to the Closing, including any fees or penalties relating thereto.
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Unpaid Indebtedness means the amount of any Indebtedness of the Company which has not been paid in full and discharged as of the Closing.
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Related to Unpaid Indebtedness

  • 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.

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

  • 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.

  • Outstanding Indebtedness means the aggregate of the Loan and interest accrued and accruing thereon, the Master Swap Agreement Liabilities, the Expenses and all other sums of money from time to time owing by the Borrowers to the Mortgagee and/or any of the Secured Creditors, whether actually or contingently, present or future, under or pursuant to the Loan Agreement, the Master Swap Agreement, the Security Documents or any of them;

  • 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.

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

  • First Lien Indebtedness means the Indebtedness under the First Lien Indebtedness Documents.

  • 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.

  • Principal Debt means, for a Lender and at any time, the unpaid principal balance of all outstanding Borrowings from such Lender hereunder.

  • Adjusted Indebtedness means, at any date, the result of (a) Seller’s Indebtedness on such date, minus (b) the unpaid principal of Seller’s Subordinated Debt on such date (to the extent such Subordinated Debt is excluded from Seller’s Indebtedness in calculating Seller’s Adjusted Tangible Net Worth on such date in accordance with the definition thereof).

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

  • 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.

  • 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).

  • 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.

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

  • Convertible Indebtedness means Indebtedness of the Parent that is convertible into common Equity Interests of the Parent (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common Equity Interests).

  • Relevant Indebtedness means any Indebtedness which is in the form of or represented by any bond, note, debenture, debenture stock, loan stock, certificate or other instrument which is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market (including, without limitation, any over-the-counter market);

  • Consolidated First Lien Indebtedness means Consolidated Total Indebtedness as of any date of determination that is secured by a Lien on any asset or property of the Borrower and its Restricted Subsidiaries, which Lien does not rank junior in priority to the Liens securing the Secured Obligations.

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

  • Permitted Other Indebtedness means subordinated or senior Indebtedness (which Indebtedness may (i) be unsecured, (ii) have the same lien priority as the First Lien Obligations (without regard to control of remedies), or (iii) be secured by a Lien ranking junior to the Lien securing the First Lien Obligations), in each case issued or incurred by the Borrower or a Guarantor, (a) the terms of which do not provide for any scheduled repayment, mandatory repayment, or redemption or sinking fund obligations prior to, at the time of incurrence, the Latest Maturity Date (other than, in each case, customary offers or obligations to repurchase upon a change of control, asset sale, or casualty or condemnation event, AHYDO payments and customary acceleration rights after an event of default), (b) the covenants, taken as a whole, are not materially more restrictive to the Borrower and the Restricted Subsidiaries (as the case may be) than those herein (taken as a whole) (except, in any case for covenants applicable only to the periods after the Latest Term Loan Maturity Date) (it being understood that, (1) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agents or any of the Lenders if such financial maintenance covenant is also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness or (2) no consent shall be required by the Administrative Agents or any of the Lenders if any covenants are only applicable after the Latest Term Loan Maturity Date at the time of such refinancing); provided that a certificate of an Authorized Officer of the Borrower delivered to the Term Administrative Agent at least five Business Days (or such shorter period as the Term 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 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 unless the Term Administrative Agent notifies the Borrower within two Business Days after receipt of such certificate that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), (c) of which no Subsidiary of the Borrower (other than a Guarantor) is an obligor and (d) that, if secured, is not secured by a lien on any assets of the Borrower or its Subsidiaries other than the Collateral.

  • Variable Rate Indebtedness means any portion of indebtedness or other payment obligations, the interest rate on which is not established at the time of incurrence and has not at some subsequent date been established at a single numerical rate for the entire term thereof, excluding Paired Obligations.

  • Subordinated Indebtedness means any Indebtedness of the Borrower or any Subsidiary the payment of which is subordinated in right to the Loan Obligations.

  • 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:

  • Pledged Indebtedness means the Indebtedness evidenced by promissory notes and instruments listed on Schedule I hereto.