Debt Payoff definition

Debt Payoff has the meaning set forth in the Recitals of this Agreement.

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Debt Payoff shall have the meaning set forth in Section 5.19(a)(ix).

Debt Payoff means the aggregate amount necessary to discharge all Indebtedness of the Company outstanding as of the Closing Date, excluding the Convertible Debt.

Examples of Debt Payoff in a sentence

• Subject to Parent’s compliance with the previous sentence, the Company shall pay the Debt Payoff Amount to the counterparties under the Company Debt as promptly as practicable following the date the Company receives such Debt Payoff Amount.

• The Company shall, and shall cause its applicable Subsidiaries to, use their respective reasonable best efforts to and to cause their respective representatives to, provide cooperation reasonably requested by Parent in connection with any Debt Payoff.

• The Parent Parties shall cause the Funded Debt Payoff Amount to be paid on the Closing Date.

• The Company shall, and shall cause its applicable Subsidiaries to, use their respective reasonable best efforts to, and to cause their respective Representatives to, provide cooperation reasonably requested by Parent in connection with any Debt Payoff.

• Notwithstanding anything to the contrary in this Agreement, no Company Entity shall be obligated, by virtue of this Agreement, to make any prepayments with respect to the amounts outstanding under the Company Credit Agreement (i) prior to the Closing Date and (ii) unless Parent or Merger Sub provides funds to the Company in an amount sufficient to, or places in escrow or otherwise pays on behalf of such Company Entity, the Funded Debt Payoff Amount.

More Definitions of Debt Payoff

Debt Payoff means the termination of all commitments under the Existing Credit Facilities, the repayment in full obligations under the Existing Credit Facilities, the release of any guarantees relating to the “Secured Obligations” as defined in the ABL and the “Obligations” as defined in the Term Facility and the release of any Liens or other security interests securing such Secured Obligations or Obligations, as the case may be.

Debt Payoff. “Debt Payoff” has the meaning set forth in Section 4.7.

Debt Payoff has the meaning given that term in Section 1.2(b)(i).

Debt Payoff shall have the meaning set forth in Section 2.02(c)(2).

Debt Payoff shall have the meaning set forth in Section 3.02(a)(i)(a).

Debt Payoff has the meaning specified in Section 4.04(b).

Debt Payoff has the meaning set forth in Section 6.09(a)(x).