Company Debt

Company Debt. The Company's outstanding Debt under: (a) the Bank Loan Agreement, (b) the Intercompany Debt and (c) any other Debt of the Company to be satisfied or released at Closing such Company Debt as of March 31, 2006 is identified on Schedule 1.1(a) attached hereto. (For clarity, any Debt of the Company under: (a) the equipment leases referred to in Exhibits A and B of Schedule 1.1(b); or (b) other leases referred to in the Due Diligence Documentation, including without limitations, those on the... Equipment Lease Schedule attached hereto as Schedule 1.1(d), are not Debts of the Company to be satisfied or released at Closing since such equipment leases will remain with the Company. Payables to trade creditors are not Company Debt) View More

Company Debt. The meaning ascribed to such term in the Subscription Agreement

Company Debt. Means all (i) all outstanding payment obligations of the Company for borrowed money, including those evidenced by bonds, debentures, notes or other similar instruments; (ii) all outstanding payment obligations of the Company, determined in accordance with GAAP, under capital leases; (iii) all outstanding payment obligations of the Company for deferred purchase price for property, goods or services (including earn-outs (whether embodied in acquisition agreements, employment agreements or other... form), but excluding accounts payable and other current liabilities incurred and paid in the ordinary course); (iv) all outstanding payment obligations of the Company in respect of letters of credit, to the extent drawn or funded; (v) break fees or other breakage costs for contracts relating to interest rate protection, swap agreements and collar agreements; (vi) liabilities secured by any encumbrance on property owned or acquired by the Company; (vii) liabilities of the Company in respect of severance, change of control payments, unfunded vested benefits or deferred compensation (excluding commissions); (viii) any amounts otherwise owed by the Company to any shareholder or any Affiliate of the Company; (ix) any client, customer or sublessee deposits; and (x) all indebtedness in the nature of guarantees of the obligations of other Persons described in the immediately preceding clauses (i) through (ix); and in each case, including all obligations in respect of principal, accrued interest, penalties, fees and premiums. For purposes of calculating Company Debt, all PIK instruments (including all interest, prepayment penalties, premiums, fees and expenses) shall constitute Company Debt. In no event will Company Debt include any (A) liability included in the calculation Adjustment Amount (as finally determined pursuant to Section 2.10), the definition of Net Working Capital or Specified Transaction Expenses, and (B) indebtedness arranged by the Purchaser or any of its Affiliates. View More