Credit Agreement Payoff Amount definition

Credit Agreement Payoff Amount has the meaning set forth in Section 7.12.

Credit Agreement Payoff Amount means the total amount required to be paid to fully satisfy (or cash collateralize) all principal, interest, prepayment premiums, penalties, breakage costs and any other monetary obligations due and payable under and in connection with the Credit Agreement as of the anticipated Closing Date, as set forth in the Pay-off Letter (including any customary per diem, to the extent applicable).

Credit Agreement Payoff Amount. The amount of cash required to repay in full in cash the principal of and all accrued interest on all loans outstanding under the Credit Agreement, to cash collateralize all letters of credit outstanding under the Credit Agreement and to pay in full in cash all other obligations outstanding under the Credit Agreement (other than contingent obligations for which no claim has been made) substantially simultaneously with the consummation of the transfer of the applicable Communication Assets.

Examples of Credit Agreement Payoff Amount in a sentence

• Parent has, and as of the Closing will have, available to it, and will cause Merger Sub to have available to it, all funds sufficient to consummate the transactions contemplated by this Agreement, including the payment of the Credit Agreement Payoff Amount and any amounts that become payable in respect of the redemption of Company Notes.

• Parent shall irrevocably pay off or cause to be paid off at or as promptly as practicable after the Effective Time, but on the Closing Date, the Credit Agreement Payoff Amount and use its commercially reasonable efforts to provide all customary cooperation as may be reasonably requested by the Company to assist the Company in connection with its obligation under this Section 7.12(a).

• No later than ten (10) Business Days after Administrative Agent’s receipt of Tenant’s notice, Administrative Agent shall deliver notice (the “Required Credit Agreement Agent Notice”) to Landlord and Tenant which specifies whether a Credit Agreement Agent Trigger Event exists and the Administrative Agent’s best estimate of the Credit Agreement Payoff Amount.

• Parent shall irrevocably pay off or cause to be paid off at or as promptly as practicable after the Effective Time, but in any event on the Closing Date, the Credit Agreement Payoff Amount and use its commercially reasonable efforts to provide all customary cooperation as may be reasonably requested by the Company to assist the Company in connection with its obligations under this Section 5.17(a).

• Parent and Merger Sub’s obligations hereunder are not subject to any conditions regarding its or any other Person’s ability to obtain financing for the transactions contemplated by this Agreement, the payment of all amounts required to be paid in connection therewith, including the aggregate Per Share Merger Consideration, Company Equity Payments, the Credit Agreement Payoff Amount or the payment of any related fees and expenses (the “Required Payments”).

More Definitions of Credit Agreement Payoff Amount

Credit Agreement Payoff Amount means the amount of outstanding principal and accrued but unpaid interest, fees and other amounts payable (including any prepayment penalties, if any) in connection with the payoff of the term loans and revolving credit facility under the Credit Agreement as of the close of business on the Closing Date under the Credit Agreement; provided that, for the avoidance of doubt, the Credit Agreement Payoff Amount shall not include any amounts required, as a result of the Closing, to cash collateralize any letters of credit issued pursuant to the Credit Agreement.

Credit Agreement Payoff Amount means the aggregate amount of (a) outstanding principal and accrued but unpaid interest, fees and all other amounts payable (including any prepayment penalties) as of the close of business in New York, New York on the Closing Date in respect of the Credit Agreement (such amount specified in this clause (a), the “Credit Agreement Outstanding Payoff Amount”) minus (b) the aggregate amount of all cash and cash equivalents, as defined by and determined in accordance with GAAP, of the Company and the Company Subsidiaries as of immediately prior to the Closing and the consummation of the transactions contemplated by this Agreement (calculated, for the avoidance of doubt, without giving effect to any actions that the Buyer takes, or causes to be taken, with respect to the Company and its Subsidiaries, from and after the Closing).

Credit Agreement Payoff Amount has the meaning set forth in Section 4.06(c).

Credit Agreement Payoff Amount. The amount of cash required to repay in full in

Credit Agreement Payoff Amount is defined in Section 2.03(a).

Credit Agreement Payoff Amount means an amount equal to (a) $150,000,000 plus (b) accrued and unpaid interest, prepayment penalties, premiums, costs and fees owing under the Credit Agreement, as provided to Seller Parent in writing two (2) days prior to the Closing.

Credit Agreement Payoff Amount means the (i) repayment of $150.0 million, representing one-half of the existing principal amount owed by GNOG under the Credit Agreement, and (ii) related prepayment premium in an amount of approximately $24.0 million.