Indebtedness to be Repaid definition

Indebtedness to be Repaid means all Indebtedness of the Company and the Subsidiaries, or any of them, outstanding as of the Closing Date, except for Indebtedness arising under the Capitalized Leases.

Indebtedness to be Repaid means the obligations set forth on Schedule 1.01(a).

Indebtedness to be Repaid means the Indebtedness listed on the attached Indebtedness to Be Repaid Schedule.

Examples of Indebtedness to be Repaid in a sentence

• In furtherance thereof, the Company shall obtain, prior to the Closing Date, one or more customary pay-off letters, in a form acceptable to the Purchaser, executed by the administrative agents, lenders or other relevant creditor under any Indebtedness to be Repaid, in each case, setting forth all amounts necessary to be paid in order to fully discharge such Indebtedness and any Liens related thereto and in a form reasonably acceptable to Purchaser (the “Pay-Off Letters”).

• By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Chief Financial Officer ACKNOWLEDGED AND AGREED WITH RESPECT TO SECTION 10.21 AS OF THE DATE FIRST ABOVE WRITTEN: SOCIÉTÉ GÉNÉRALE, as Exiting Lender By: /s/ Xxxxx Robuuc Name: Xxxxx Robuuc Title: Director ITEM 5.1.6. Indebtedness to be Repaid.

• Prior to the Closing, the Company shall cause each obligee of Indebtedness to be Repaid to submit a payoff letter (or other appropriate documentation with respect to the satisfaction and cancelation of the Preferred Stock Obligations) with respect to such Indebtedness to be Repaid (including all ancillary obligations thereto (including interest, fees and prepayment premiums) for payoff as of close of business on the Closing Date.

• On or prior to the Closing Date, as directed by the Representative, the Company and its Subsidiaries shall pay and discharge any Closing Date Indebtedness to be Repaid not included in the calculation of the Closing Date Purchase Price, or such Indebtedness shall be paid by Purchaser on the Closing Date out of the payments due hereunder.

• As consideration for the purchase of the Shares at Closing, subject to the provisions of this Agreement and the adjustments and payments set forth in Section z.r and Section z.a, the Buyer shall pay to the Seller the "Consideration" which shall be an amount equal to the Enterprise Value, p/us anyActual Cash, less the Indebtedness to be Repaid, less the Transaction Expenses, plus or minus the difference between the Actual Net Working Capital and the Target Net Working Capital.

More Definitions of Indebtedness to be Repaid

Indebtedness to be Repaid has the meaning assigned to such term in Section 3.21(b).

Indebtedness to be Repaid means the Indebtedness of the Company and its Subsidiaries set forth on S chedule

Indebtedness to be Repaid means all Indebtedness as of immediately prior to Closing. "ITEPA" means the Income Tax (Earnings and Pensions) Act 2oo3. "Losses" means (i) all claims, damages, judgments, fines, losses, liabilities, penalties, costs, Taxes, expenses or other damages, (ii) all amounts paid incident to any compromise or settlement of any claim or Proceeding, (iii) all costs and expenses reasonably incurred in investigating any such claim or Proceeding, (iv) all costs and expenses reasonably incurred to mitigate Losses, and (v) all reasonable attorneys', experts', consultants' and other similar fees incurred in connection therewith. "Material Adverse Effect" means a material adverse effect or impact upon the assets, financial condition, results of operations or Business of the Company or on the ability of the Company and the Seller, as a group, to consummate the transactions contemplated hereby; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: (a) any failure by the Company to meet financial projections or forecasts or earnings predictions pro'r'ided to the Buyer or its representatives or any presentation made by the Company or their representatives to the Buyer or its representatives (provided that the underlying causes ofsuch failures shall notbe excluded), (b) any adverse change, impact, effect, event, occurrence, state offacts or development attributable to, resulting from, or relating to (i) the announcement or pendency of the transactions contemplated by this Agreement; (ii) conditions affecting the industry in which the Company participates, the United Kingdom economy as a whole, including direct Brexit effects, or the capital markets in general or any of the markets in which the Company operates; (iii) any change in accounting requirements or principles or any change in applicable laws, rules or regulations or the interpretation thereof; (iv) actions required to be taken under applicable laws, rules, regulations, contracts or agreements; or (v) acts of God, fire, natural disaster, epidemic, riot, terrorism or military action or the threat thereof; provided, however, that with respect to clauses (ii) through (iv) immediately above, each shall be taken into account in determining whether a Material Adverse Effect has occurred to the extent that there is a disproport...

Indebtedness to be Repaid means all indebtedness set forth on Section 8.09 of the Seller Disclosure Schedule.

Indebtedness to be Repaid means all Indebtedness listed on Schedule 5.1(f).

Indebtedness to be Repaid has the meaning set forth in Section 2.3(b)(xi).

Indebtedness to be Repaid means the Indebtedness of the Company and its Subsidiaries set forth on Schedule 13.1(b).