Indebtedness Payoff Amount definition

Indebtedness Payoff Amount means the amount required to repay all outstanding Indebtedness of the Company and any Subsidiary as of the Closing Date, before giving effect to the transactions contemplated hereby. The foregoing shall be determined on a consolidated basis for the Company and its Subsidiaries and in accordance with GAAP (except as otherwise provided in the definition of Indebtedness), consistent with the preparation of the Audited Financial Statements, and shall exclude the effects of the consummation of the transactions contemplated by this Agreement and the financing thereof.

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

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

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).

• The “ Actual Purchase Price” means an amount equal to (i) Two Hundred Five Million Dollars ($205,000,000), (ii) plus the Cash Amount,(iii) minus the Indebtedness Payoff Amount, (iv) plus the excess of the Net Working Capital Amount over the Target Net Working Capital Amount, if any,(v) minus the excess of the Target Net Working Capital Amount over the Net Working Capital Amount, if any, and (vi) minus the Unpaid Selling Expenses, in each case as finally determined pursuant to Section 1.7(b).

• The “ Estimated Purchase Price” means an amount equal to (i) Two Hundred Five Million Dollars ($205,000,000), (ii) plus the Estimated Cash Amount,(iii) minus the Estimated Indebtedness Payoff Amount, (iii) plus the excess of the Estimated Net Working Capital Amount over the Target Net Working Capital Amount, if any, (iv) minus the excess of the Target Net Working Capital Amount over the Estimated Net Working Capital Amount, if any, and (v) minus the Estimated Unpaid Selling Expenses.

• I.S. 291: 2015 Selection, Commissioning, Installation, Inspection and Maintenance of Portable Fire Extinguishers.

• If the Indebtedness Payoff Amount as finally determined pursuant to Section 1.6(a) above is greater than the Estimated Indebtedness Payoff Amount, Parent, on behalf of the Sellers, shall pay to Buyer Parent, on behalf of Buyer Parent and Buyer, such excess in accordance with Section 1.6(c).

More Definitions of Indebtedness Payoff Amount

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

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 Adjustment Time without giving effect to the Contemplated Transactions.

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

Indebtedness Payoff Amount means: (a) the amount required to repay all Indebtedness of the Purchased Entities, (b) all Indebtedness of the Sellers under leases that constitute Purchased Assets and that have been recorded as capital leases in accordance with GAAP and (c) the amount required to pay off or buy out the leases set forth in Schedule 10.1, in each case, outstanding as of immediately prior to the Closing.