Indebtedness

Indebtedness. Shall mean mean, as to any Person individual, corporation, partnership, trust, unincorporated association, business or other legal entity and any government or any governmental agency or political subdivision thereof (collectively, a "Person") and whether recourse is secured by or is otherwise available against all or only a portion of the assets of such Person and whether or not contingent, but without duplication: (a) (i) every obligation of such Person for money borrowed; (b) borrowed, (ii)... every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses; (c) businesses, (iii) every reimbursement obligation of such Person with respect to letters of credit, bankers' acceptances or similar facilities issued for the account of such Person; (d) Person, (iv) every obligation of such Person issued or assumed as the deferred purchase price of property or services (including -3- securities repurchase agreements but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business which are not more than 120 days overdue or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP); (e) faith), (v) every Capital Lease Obligation of such Person; (f) any obligation of such Person to pay under any discount, interest, fees, indemnities, penalties, recourse, expenses capitalized lease, (vi) every obligation of such Person under any lease (a "synthetic lease") treated as an operating lease under generally accepted accounting principles and as a loan or other amounts in connection with any financing for U.S. income tax purposes, (vii) all sales by such Person unless such sales are on a non-recourse basis (as to collectibility) of (i) (A) accounts or general intangibles for money due or to become due, (ii) (B) chattel paper, instruments or documents creating or evidencing a right to payment of money or (iii) (C) other receivables, receivables (collectively "receivables"), whether pursuant to a purchase facility or otherwise, other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement; (g) arrangement, and together with any obligation of such Person to pay any discount, interest, fees, indemnities, penalties, recourse, expenses or other amounts in connection therewith, (viii) every obligation of such Person (an "equity related purchase obligation") to purchase, redeem, retire or otherwise acquire for value any shares of capital stock of any class issued by such Person, any warrants, options or other rights to acquire any such shares, or any rights measured by the value of such shares, warrants, options or other rights, (ix) every obligation of such Person under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices (a "derivative contract"); (h) contract"), (x) every obligation in respect of Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent that such Person is liable therefore therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefore therefor and such terms are enforceable under applicable law; and (i) law, (xi) every Contingent Obligation obligation, contingent or otherwise, of such Person with respect to Indebtedness guaranteeing, or having the economic effect of guarantying or otherwise acting as surety for, any obligation of a type described in any of clauses (i) through (x) (the "primary obligation") of another Person. Person (the "primary obligor"), in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person (A) to purchase or pay (or advance or supply funds for -4- the purchase of) any security for the payment of such primary obligation, (B) to purchase property, securities or services for the purpose of assuring the payment of such primary obligation, or (C) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such primary obligation. View More

Indebtedness. Of any Person shall mean without duplication (i) all indebtedness of such Person for borrowed money, (ii) the deferred purchase price of assets or services which in accordance with GAAP would be shown on the liability side of the balance sheet of such Person, (iii) the face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder, (iv) all Indebtedness of a second Person secured by any Lien on any property Property owned by such... first Person, whether or not such indebtedness Indebtedness has been assumed, (v) all Capitalized Lease Obligations of such Person, (vi) all obligations of such Person to pay a specified purchase price for goods or services whether or not delivered or accepted, i.e., take-or-pay and similar obligations, (vii) all net obligations of such Person under Interest Rate Hedging Agreements and (viii) all Contingent Obligations of such Person (other than Contingent Obligations arising from the guaranty by such Person of Permitted Indebtedness of the Company and/or its Subsidiaries) Person; provided that Indebtedness shall not include (x) trade payables and accrued expenses, in each case arising in the ordinary course of business so long as such trade payables are payable within 90 days of the date the respective goods are delivered or the respective services are rendered and (y) indebtedness incurred by non-Credit Party Subsidiaries of Parent which is non-recourse to Parent or any other Subsidiary of Parent. are not overdue View More

Indebtedness. Notwithstanding the foregoing, "Indebtedness" shall exclude the 8% Convertible Preferred Stock and the New Preferred Stock.

Indebtedness. Shall mean and includes any and all loans, advances, Letter of Credit Obligations, overdrafts, debts, liabilities (including, without limitation, any and all amounts charged to Borrower's loan account pursuant to any agreement authorizing Bank to charge Borrower's loan account), obligations, lease payments, guaranties, covenants and duties owing by Borrower to Bank of any kind and description whether advanced pursuant to or evidenced by this Agreement; by any note or other Instrument; instrument; or by any other agreement between Bank and Borrower and whether or not for the payment of money, whether direct or indirect, Indirect, absolute or contingent, due or to become due due, now existing or hereafter arising, including, without limitation, any interest, fees, expenses, costs and other amounts owed to Bank that but for the provisions of the United States Bankruptcy Code would have accrued after the commencement of any Insolvency Proceeding, and including, without limitation, any debt, liability, or obligations obligation owing from Borrower to others which Bank may have obtained by assignment, participation, purchase or otherwise, and further including, without limitation, all interest not paid when due and all Bank Expenses which Borrower is required to pay or reimburse by this Agreement, by law, or otherwise. View More

Indebtedness. Means (a) indebtedness for borrowed money, (b) reimbursement obligations with respect to letters of credit and similar instruments, (c) obligations incurred, issued or assumed as the deferred purchase price of property or services (other than accounts payable incurred in the ordinary course of business consistent with past practice), (d) obligations of -3- others secured by (or, for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured) secured by)... any lien on property or assets of the Company or any subsidiary, (e) capital lease obligations, and (f) obligations in respect of guarantees of any of the foregoing or any "keep well" or other agreement to maintain any financial statement condition of another person, in each case, whether or not matured, liquidated, fixed, contingent, or disputed. disputed, and (g) any prepayment penalties or similar charges incurred by the Company in connection with any of the foregoing indebtedness or obligations. View More

Indebtedness. Shall mean the The debts evidenced by this Note, including principal, interest and expenses whether contingent, now due or hereafter to become due, and any amendments whether heretofore or modifications hereto. contemporaneously herewith or hereafter contracted. Whenever used, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all genders.

Indebtedness. With respect to any Person means, at any time, without duplication, (a) its (i) all liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock; (b) its Stock, (ii) all liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect... to any such property); (c) property), (iii) all synthetic lease obligations and all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases; (d) capital leases, (iv) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities); (e) and (v) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money); (f) Swaps of such Person; and (g) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (f) hereof. money). Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) (i) through (g) (v) of the foregoing sentence to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP. Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, unless such Indebtedness is, by its terms, non-recourse to the assets of such Person other than as a result of customary exclusions. View More

Indebtedness. With respect to any Person means, at any time, without duplication, (a) its (i) all liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock; (b) its preferred stock, (ii) all liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement... with respect to any such property); (c) property), (iii) all synthetic lease obligations and all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases; (d) capital leases, (iv) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities); (e) and (v) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money); (f) Swaps of such Person; and (g) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (f) hereof. money). Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) (i) through (g) (v) of the foregoing sentence to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP. Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, unless such Indebtedness is, by its terms, non-recourse to the assets of such Person other than as a result of customary exclusions. View More

Indebtedness. With respect to any Person means, at any time, without duplication, (a) its (i) all liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock; (b) its preferred stock, (ii) all liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement... with respect to any such property); (c) property), (iii) all synthetic lease obligations and all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases; (d) capital leases, (iv) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities); (e) and (v) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money); (f) Swaps of such Person; and (g) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (f) hereof. money). Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) (i) through (g) (v) of the foregoing sentence to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP. Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, unless such Indebtedness is, by its terms, non-recourse to the assets of such Person other than as a result of customary exclusions. View More

Indebtedness. Means, as to Toymax Pentech and the Subsidiaries on a consolidated basis (without duplication), (a) indebtedness for borrowed money or the deferred purchase price of property or 3 services in respect of which any such Person is liable as obligor; (b) all obligations evidenced by notes, bonds, debentures or similar instruments; (c) indebtedness secured by any Lien on any Assets regardless of whether Toymax Pentech or any Subsidiary shall have assumed or is liable as obligor for such... indebtedness; (d) obligations of any such Person under any capital lease; and (e) license transfer fees; and (f) any other obligation or liability which would be required under GAAP to be recorded as indebtedness on a consolidated balance sheet of Toymax Pentech and the Subsidiaries. View More

Indebtedness. As applied to any Person, all indebtedness of such Person for borrowed money, whether current or funded, or secured or unsecured, including, including without limitation, (a) all indebtedness of such Person for the deferred purchase price of property or services represented by a note note, earnout or other similar instrument, contingent purchase payment, (b) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property... acquired by such Person (even though the rights and remedies of any of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (c) all indebtedness of such Person secured by a purchase money mortgage or other lien to secure all or part of the purchase price of the property subject to such mortgage or lien, (d) all obligations under leases which shall have been or must be, in accordance with generally accepted accounting principles, GAAP, recorded as capital leases in respect of which such Person is liable as lessee, (e) any liability of such Person in respect of banker's acceptances or letters of credit, credit (provided, that any increase in the outstanding amount of letters of credit issued to support workers' compensation obligations above the amount of $3,862,500 outstanding as of the date hereof shall not be deemed to be Indebtedness of the Company and its Subsidiaries as of the Closing Date for purposes of Section 1.2(a) hereof), (f) the Unfunded POS Price, (g) the Unfunded Capital Expenditure Amount, (h) any obligations (including, but not limited to, interest, fees, penalties and other expenses) under any interest rate swap agreements or instruments of the Company or its Subsidiaries, (i) all interest, fees and other expenses owed with respect to the indebtedness referred to above, and (g) (j) all indebtedness referred to above which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss. View More

Indebtedness. As Means, as to any Person, Person: (a) all obligations obligations, whether or not contingent, of such Person for borrowed money (including, without limitation, reimbursement and all other obligations with respect to surety bonds, letters of credit and bankers' acceptances, whether or not matured), (b) all obligations of such Person to pay evidenced by notes, bonds, debentures or similar instruments, (c) all obligations of such Person representing the balance of deferred purchase price of... property or services, except trade accounts payable and accrued commercial or trade liabilities arising in the ordinary course of business, (c) (d) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (d) (e) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) (f) all obligations of such Person under leases which have been or should be, in accordance with GAAP, recorded as capital leases, (f) (g) all obligations of such Person under operating leases in excess of $15,000,000, (h) all indebtedness secured by any Lien (other than Liens in favor of lessors under leases other than leases included in clause (e)) clauses (f) and (g)) on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is non-recourse to the credit of that Person, and (i) all Indebtedness of any other Person and referred to in clauses (a) through (g) any Contingent Obligation of such above, guaranteed, directly or indirectly, by that Person. View More