Debt Payment Amount definition
Examples of Debt Payment Amount in a sentence
The aggregate consideration for all of the outstanding capital stock of the Company will be $142,000,000 less the Closing Debt Payment Amount (the “Total Purchase Price”), consisting of (i) $131,000,000, less the Closing Debt Payment Amount, payable in cash (the “Cash Purchase Price”) and (ii) the Stock Consideration.
Additional procedures to pay Seller Debts and determine the Debt Payment Amount are set forth in the Restated Disbursing Agreement.
At the OpCo Merger 1 Effective Time, the Initial Surviving LLC shall use a portion of the Debt Financing Proceeds equal to the Existing Debt Payment Amount to make the payments required by Section 6.9(a)(i) and Section 6.9(b)(i).
On the Target Debt Payment Date with respect to each fiscal quarter of Sunrun (commencing with the fiscal quarter ended September 30, 2024), the Borrower shall prepay Revolving Loans and/or L/C Borrowings (together with all accrued but unpaid interest thereon) and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to the Target Debt Payment Amount for such fiscal quarter.
A copy of the form of the “Promissory Note” evidencing the Debt Payment Amount and other terms is attached as Schedule 2.6(a), and the copy of the form of the “Mortgage, Security Agreement and Fixture Filing” evidencing the terms and conditions of the lien is attached as Schedule 2.6(b).
The Indenture Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information to the Indenture Trustee reasonably believed by it to have been presented by the proper person, including, without limitation, the risk of interception and misuse by third parties.
The Company and each of Atlantic Inertial US and Atlantic Inertial UK is and immediately prior to payment of the UK Debt Payoff Amount and the US Debt Payment Amount, will be solvent (i.e., the aggregate value of its assets and properties, at fair valuation, exceeds the aggregate value of its liabilities) and able to pay its debts as they fall due.
Assuming that the financing contemplated by the commitment letter attached as Exhibit 5.5 hereto (the “Commitment Letter”) is consummated in accordance with the terms thereof (the “Financing”), the funds to be borrowed thereunder, together with the proceeds of the Holdings Contribution, will provide sufficient funds for the payment of the aggregate Cash Purchase Price, together with any positive adjustments thereto, and the Closing Debt Payment Amount pursuant to Article II hereof.
At the Closing and subject to Parent’s receipt of an executed payoff letter and general release, in form and substance acceptable to Parent, from each payee, Parent shall satisfy the Company’s payment obligations with respect to (i) the Debt Payment Amount and (ii) the Company Third Party Expenses, in each case to the extent set forth on Schedule 2.14(b).