Indebtedness Payoff Amount definition

Indebtedness Payoff Amount means the aggregate principal amount of the Specified Funded Indebtedness, plus all accrued but unpaid interest, fees and other amounts payable thereon (including any premiums, penalties or other obligations relating thereto), in each case, calculated as of the Closing without giving effect to the transactions contemplated by this Agreement.

Indebtedness Payoff Amount means an amount equal to the total payoff amount set forth on the Estimated Closing Statement.

Indebtedness Payoff Amount shall have the meaning given in Section 2.2(a)(i).

Examples of Indebtedness Payoff Amount in a sentence

• If the Indebtedness Payoff Amount as finally determined pursuant to Section 1.6(a) above is less than the Estimated Indebtedness Payoff Amount, Buyer Parent shall pay or cause to be paid to Parent, on behalf of the Sellers, such shortfall in accordance with Section 1.6(c).

• At the Closing, Buyer shall deliver to the applicable obligees, for and on behalf of Sellers, the Indebtedness Payoff Amount in full satisfaction and retirement of all Indebtedness as set forth in one or more payoff letters and the Estimated Closing Statement.

• At the Closing, Buyer shall deliver to the Trust (for the benefit and account of Sellers) an amount equal to the Asset Value as reflected on the Estimated Closing Statement minus the sum of the Indebtedness Payoff Amount and the Indemnity Escrow Deposit (the “Acquisition Proceeds”).

• Parent shall (x) irrevocably pay off, or cause to be paid off, immediately after the Effective Time, the Company Indebtedness Payoff Amount (if any) and (y) take all actions within its control 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 8.11.

• At least three (3) Business Days prior to the Closing Date, Sinclair HoldCo shall deliver to Parent substantially final payoff letters for the Specified Funded Indebtedness (the “Payoff Letters”), which Payoff Letters shall authorize the release of all Encumbrances securing such Specified Funded Indebtedness upon payment of the applicable portion of the Indebtedness Payoff Amount in full at or prior to the Closing.

More Definitions of Indebtedness Payoff Amount

Indebtedness Payoff Amount has the meaning set forth in Section 2.05.

Indebtedness Payoff Amount means the amount of all outstanding Indebtedness for borrowed money of the Company as of the Closing, as reflected in payoff letters or releases in respect thereof delivered to Buyer in connection with the Closing.

Indebtedness Payoff Amount means the amount required to repay all outstanding Indebtedness of the Company as of the Closing Date, before giving effect to the transactions contemplated hereby.

Indebtedness Payoff Amount means the aggregate amount of all outstanding Indebtedness reflected on the Closing Indebtedness Certificate.

Indebtedness Payoff Amount means the amount required to repay all Indebtedness of the Purchased Entities and their Subsidiaries outstanding as of immediately prior to the Closing.

Indebtedness Payoff Amount means the amount of Company Indebtedness to be paid at the Closing, as mutually determined by Purchaser and the Company (each acting reasonably), and the aggregate amount of cash required to pay and discharge in full on the Closing Date all such Company Indebtedness, including accrued and unpaid interest, prepayment penalties or fees and other unpaid fees and expenses payable in respect of such Company Indebtedness through the Closing Date.

Indebtedness Payoff Amount means the aggregate outstanding balance of any Indebtedness owed by the Company or any of its Subsidiaries as of 11:59 p.m. (Central Time) on the day immediately prior to the Closing Date and any prepayment penalties and other amounts due to fully repay and retire such Indebtedness.