Closing Indebtedness Payoff Amount definition

Closing Indebtedness Payoff Amount means any and all outstanding Indebtedness of the Group Companies as at 4 p.m. New York City time on the Business Day immediately prior to the Closing, an estimate of which as on the date of this Agreement is set forth in Exhibit C.
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Closing Indebtedness Payoff Amount means the aggregate amount of Closing Indebtedness.
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Closing Indebtedness Payoff Amount means the amount required to repay in full the Closing Indebtedness on the Closing Date (including any prepayment, termination or similar fees and any other breakage costs).
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Examples of Closing Indebtedness Payoff Amount in a sentence

  • At the closing of the transactions contemplated by this Agreement (the “Closing”), (i) Buyer shall pay the total Closing Indebtedness Payoff Amount in immediately available funds by check or wire transfer, (ii) cause to be delivered such number of shares of Parent Stock as shall be equal to Seventy-Five percent (75%) of the Share Consideration (the “Closing Shares”).

  • All Indebtedness of the Company shall at Closing be paid and forever satisfied with respect to any and all creditors of the Company, contingent or otherwise, by the Company prior to Closing by the Sellers or pursuant to the Closing Indebtedness Payoff Amount at the Closing.

  • The calculations of the Estimated Working Capital, Estimated Cash, Estimated Closing Indebtedness Payoff Amount, Estimated Seller Transaction Expenses and Estimated Transaction Bonus Amount delivered pursuant to this Section 2.5 shall be in the form of the Closing Statement and shall be calculated in accordance with the Company Accounting Principles.

  • At the closing of the transactions contemplated by this Agreement (the “Closing”), (i) Buyer shall pay the Closing Indebtedness Payoff Amount in immediately available funds by check or wire transfer and (ii) cause to be delivered to Sellers the Closing Shares.

  • At the Closing, Buyer shall deliver to the applicable obligees, for and on behalf of the Company, the Closing Indebtedness Payoff Amount in full satisfaction and retirement of the Indebtedness of the Company and its Subsidiaries that is set forth on Schedule 2.3(a) and required to be repaid at Closing (the “Indebtedness Due at Closing”).

  • The aggregate consideration to Sellers for the Purchased Shares shall consist of (i) Buyer’s payment of the Closing Indebtedness Payoff Amount of Two Hundred and Fifty Thousand Dollars ($250,000) and (ii) such number of shares of the Parent’s common stock, par value $.0001per share (“Parent Stock”), as shall be equal to (x) Five Million Seven Hundred and Fifty Thousand Dollars ($5,750,000) divided by (y) (1) [$.12], (the “Share Consideration”).

  • PTCP represents that it is acquiring the TAMO shares for investment, for its own account and not with a view to further distribution thereof.

  • At Closing, other than the Closing Indebtedness Payoff Amount and as disclosed in Section 3.29 of the Disclosure Schedule, the Company will not have any Indebtedness, contingent or otherwise, or assumed, guaranteed, or endorsed the Indebtedness of any other Person, or canceled any Indebtedness owed to it or released any claim possessed by it, other than trade payables incurred in the Ordinary Course of Business.

  • The Optionee understands that he or she will be responsible for reporting any income tax and NICs (including Employer’s NICs, as defined below) due on this additional benefit directly to HMRC under the self-assessment regime.


More Definitions of Closing Indebtedness Payoff Amount

Closing Indebtedness Payoff Amount has the meaning set forth in Section 2.8(c)(i).
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Closing Indebtedness Payoff Amount means the aggregate amount necessary to repay and discharge the Indebtedness Due at Closing outstanding as of 12:01 a.m., New York City time, on the Closing Date.
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Closing Indebtedness Payoff Amount has the meaning specified in Section 3.3.
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Closing Indebtedness Payoff Amount means any and all outstanding Indebtedness of the Group Companies as at 4
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Closing Indebtedness Payoff Amount means, the amount required to repay in full the Closing Indebtedness on the Closing Date (including any prepayment, termination or similar fees and any other breakage costs).
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Related to Closing Indebtedness Payoff Amount

  • Closing Indebtedness means the aggregate amount of all Indebtedness of the Company and its Subsidiaries as of immediately prior, and without giving effect to, the Closing.

  • Closing Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

  • 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.

  • Payoff Amount means with respect to a Receivable as of the close of business on the last day of a Collection Period, the remaining principal balance of such Receivable, plus accrued but unpaid interest thereon, and related fees.

  • 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 Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Existing Indebtedness means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of this Indenture, until such amounts are repaid.

  • Closing Debt means the aggregate principal amount of, and accrued interest on, all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Acquisition Indebtedness means any Indebtedness of the Loan Parties that has been issued for the purpose of financing, in part, the acquisition of an Acquired Entity or Business.

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

  • Intercompany Indebtedness means Indebtedness of Company or any of its Subsidiaries which is owing to Company or any of its Subsidiaries.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Estimated Indebtedness has the meaning set forth in Section 2.4(a).

  • Debt Amount means all accrued and unpaid interest and any “make whole” payments or breakage fees (less any breakage benefits) which Project Co is obligated to pay to Lender pursuant to the Lending Agreements, together with the outstanding principal amount of debt funded under the Lending Agreements.

  • Credit Agreement Refinancing Indebtedness means (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Lien Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) Indebtedness incurred or Other Revolving Commitments obtained pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans, outstanding Revolving Loans or (in the case of Other Revolving Commitments obtained pursuant to a Refinancing Amendment) Revolving Commitments, outstanding loans under any Incremental Revolving Facility or undrawn commitments under any Incremental Revolving Facility (“Refinanced Debt”); provided that (i) such extending, renewing, replacing or refinancing Indebtedness (including, if such Indebtedness includes any Other Revolving Commitments, the unused portion of such Other Revolving Commitments) is in an original aggregate principal amount not greater than the sum of the aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused commitments under any Incremental Revolving Facility or Other Revolving Commitments, the amount thereof) plus all accrued and unpaid interest and fees thereon and expenses incurred in connection with such extension, renewal, replacement or refinancing, (ii) such Indebtedness has a maturity that is equal to or later than and, except in the case of Other Revolving Commitments, a Weighted Average Life to Maturity equal to or greater than the Refinanced Debt, and (iii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained; provided that to the extent that such Refinanced Debt consists, in whole or in part, of commitments under any Incremental Revolving Facility or Other Revolving Commitments (or loans incurred pursuant to any Incremental Revolving Facility or Other Revolving Loans), such commitments shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

  • 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:

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Consolidated First Lien Net Debt means Consolidated Total Net Debt minus the sum of (i) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is not secured by any Lien on the Collateral and (ii) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is secured by Liens on the Collateral, which Liens are expressly subordinated or junior to the Liens securing the 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:

  • 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;

  • Consolidated First Lien Indebtedness means Consolidated Indebtedness that is secured by a first priority Lien (other than Permitted Liens) on assets of any Borrower or Restricted Subsidiary.