Pay-Off Debt definition

Pay-Off Debt has the meaning set forth in Section 5.7.
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Pay-Off Debt means all principal, accrued and unpaid interest and other amounts payable, including any prepayment premiums or penalties, with respect to any Debt of the type identified on Schedule 4.3(c), Schedule 4.7 and Schedule 6.10 other than (a) Sellers Stockholder Debt, which is subject to the provisions of Article II of this Agreement, (b) Minority Interest Stockholder Debt, which is subject to the provisions of Article III of this Agreement and (c) Intercompany Debt, which is subject to the provisions of Section 6.7(b) and (c) of this Agreement.
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Pay-Off Debt. Any and all obligations and liabilities (whether present or future, actual or contingent) of any Group Company in respect of any loan, credit, leasing, factoring, hedging or other financing arrangement with any bank, financial institution or other provider of such or similar arrangements (other than in relation to the Bond), in each case, as set forth in Schedule 1.1(d), together with any such additional obligations or liabilities that Buyer agrees to pay off pursuant to clause 7.1 or 7.2.
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Examples of Pay-Off Debt in a sentence

  • The Company shall have satisfied, paid and fully discharged all Closing Pay-Off Debt and Parent shall have received the Closing Pay-Off Debt Documentation, each in form and substance reasonably acceptable to Parent.

  • With the exception of the Merger Hxxx-Xxxxx Requirements and Third-Party Actions required to discharge the Pay-Off Debt, all Third-Party Action required in order to consummate the Initial Closing and the Merger Closing on the terms hereof and of the Merger Agreement, other than any the absence of which in the aggregate would not have a material effect on the transactions contemplated hereby, shall have been taken.

  • After obtaining the prior approval of the Sellers’ members of the Financing Committee, Purchaser’s members of the Financing Committee may, at their option, discuss with any creditors of the Acquired Companies the extension of (a) any Pay-Off Debt other than Pay-Off Debt in Argentina or Colombia or other than any Pay-Off Debt for which there is a BellSouth Guarantee or (b) any Debt other than Pay-Off Debt.

  • Pay-Off Debt" shall mean the credit line and any other Indebtedness owed by the Acquired Companies to Nordea Bank Danmark A/S and its affiliates.

  • After obtaining the prior approval of the Sellers' members of the Financing Committee, Purchaser's members of the Financing Committee may, at their option, discuss with any creditors of the Acquired Companies the extension of (a) any Pay-Off Debt other than Pay-Off Debt in Argentina or Colombia or other than any Pay-Off Debt for which there is a BellSouth Guarantee or (b) any Debt other than Pay-Off Debt.

  • It is the express understanding of the parties that the Company will satisfy the Closing Pay-Off Debt at or prior to the Closing to the extent of the Company’s available cash that is not used to pay Unpaid Transaction Expenses.

  • The Pay-Off Debt shall be subject to discharge upon the Buyer's payment pursuant to Section 2.4(c)(iii).

  • Pay-Off Debt - the BofA Debt, the Crescent Debt and any capitalized lease referred to in clause (i)(y) of the definition of Indebtedness in the Merger Agreement.

  • All obligations of the Company with respect to the Pay-Off Debt shall be subject to discharge by the funds provided by the Buyer pursuant to Section 2.4(c)(iii).

  • The Purchaser shall have paid in full the amount of the Pay-Off Debt set forth in the pay-off letters delivered to the Purchaser pursuant to Section 6.1(d)(xvi).


More Definitions of Pay-Off Debt

Pay-Off Debt means all principal, accrued and unpaid interest and other amounts payable, including any prepayment premiums or penalties, with respect to any Debt of the type identified on SCHEDULE 4.3(c), SCHEDULE 4.7 and SCHEDULE 6.10 other than (a) Sellers Stockholder Debt, which is subject to the provisions of ARTICLE II of this Agreement, (b) Minority Interest Stockholder Debt, which is subject to the provisions of ARTICLE III of this Agreement and (c) Intercompany Debt, which is subject to the provisions of SECTION 6.7(b) and (c) of this Agreement.
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Pay-Off Debt means the items listed on Schedule 1.2.
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Pay-Off Debt means the credit line and any other Indebtedness owed by the Acquired Companies to Nordea Bank Danmark A/S and its affiliates.
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Related to Pay-Off Debt

  • Funding Debt means any Debt incurred by or on behalf of the General Partner for the purpose of providing funds to the Partnership.

  • Existing Debt means Debt of each Loan Party and its Subsidiaries outstanding immediately before giving effect to the consummation of the Transaction.

  • Securitization Indebtedness means (1) Indebtedness of the Issuer or any of its Restricted Subsidiaries incurred pursuant to on-balance sheet Securitizations treated as financings and (2) any Indebtedness consisting of advances made to the Issuer or any of its Restricted Subsidiaries based upon securities issued by a Securitization Entity pursuant to a Securitization and acquired or retained by the Issuer or any of its Restricted Subsidiaries.

  • Refinance Indebtedness has the meaning assigned to such term in Section 6.01(f).

  • Outstanding Debt means all the amounts, as adjusted from time to time, outstanding to the members of the CoC who will give their consent for approval of the Resolution Plan of the Successful Resolution Applicant.

  • Refinanced Indebtedness shall have the meaning provided in the definition of the term “Permitted Refinancing Indebtedness”.

  • Debt for Borrowed Money of any Person means all items that, in accordance with GAAP, would be classified as indebtedness on a Consolidated balance sheet of such Person.

  • Refinancing Debt means Debt that refunds, refinances, renews, replaces or extends any Debt permitted to be Incurred by the Company or any Restricted Subsidiary pursuant to the terms of this Indenture, whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the extent that

  • Permitted Subordinated Indebtedness means Indebtedness incurred after the Closing Date by the Borrower or the Subsidiaries that is (i) subordinated to the Obligations and all other Indebtedness owing from the Borrower or the Subsidiaries to the Lender pursuant to a written subordination agreement satisfactory to the Lender in its sole discretion and (ii) in an amount and on terms approved by the Lender in its sole discretion.

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Permitted Subsidiary Indebtedness means any of the following:

  • Refinanced Debt has the meaning assigned to such term in the definition of “Credit Agreement Refinancing Indebtedness.”

  • Permitted Indebtedness means, without duplication, each of the following:

  • Subordinated Debt is indebtedness incurred by Borrower subordinated to all of Borrower’s now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable to Bank.

  • Pari Passu Debt means any Indebtedness of the Company that is payable on a pari passu basis with the Securities.

  • Permitted Subordinated Debt means unsecured Indebtedness incurred by the Borrowers and any Subsidiary Guarantors (a) that is subordinated to the obligations of the Borrowers to pay principal of and interest on the Loans, Reimbursement Obligations, fees and other amounts payable hereunder and under the other Loan Documents, (b) that does not mature or have scheduled amortization or payments of principal prior to the date that is ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness is incurred, (c) the terms of which do not require the Borrowers or any of their Subsidiaries to repurchase, repay or redeem such Indebtedness (or make an offer to do any of the foregoing) upon the happening of any event (other than as a result of an event of default thereunder or pursuant to customary “change of control” provisions or asset sale offers) prior to the 91st day following the Latest Maturity Date at the time such Indebtedness is incurred and (d) the documentation for which provides for covenants, events of default and terms that the Borrowers determine are market for similar financings at the time such Indebtedness is issued; provided that in no event shall such documentation contain any financial maintenance covenant (which term does not apply to incurrence-based financial tests that may be included in such documentation); provided, further, that at the time of incurrence, on a pro forma basis after giving effect to the incurrence of such Indebtedness, Borrowers shall be in compliance with Section 8.10 as of the last day of the most recent fiscal quarter of the Borrowers for which financial statements are available.

  • Related Indebtedness means any and all indebtedness paid or payable by Borrower to Lender pursuant to the Loan Documents or any other communication or writing by or between Borrower and Lender related to the transaction or transactions that are the subject matter of the Loan Documents, except such indebtedness which has been paid or is payable by Borrower to Lender under this Note.

  • Indebtedness for Borrowed Money means any present or future indebtedness (whether being principal, premium, interest or other amounts) for or in respect of (i) money borrowed, (ii) liabilities under or in respect of any acceptance or acceptance credit or (iii) any bonds, notes, debentures, loan capital, certificates of deposit, loan stock or other like instruments or securities offered, issued or distributed whether by way of public offer, private placement, acquisition consideration or otherwise and whether issued for cash or in whole or in part for a consideration other than cash;

  • Consolidated First Lien Debt means, as to any Person at any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date that is secured by a first priority Lien on any asset or property of such Person or its Restricted Subsidiaries that constitutes Collateral.

  • Permitted Intercompany Advances means loans made by (a) a Loan Party to another Loan Party, (b) a Subsidiary of a Borrower that is not a Loan Party to another Subsidiary of a Borrower that is not a Loan Party and (c) a Subsidiary of a Borrower that is not a Loan Party to a Loan Party, so long as the parties thereto are party to the Intercompany Subordination Agreement.

  • Consolidated First Lien Net Debt means Consolidated Total Net Debt minus the sum of (i) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is not secured by any Lien on the Collateral and (ii) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is secured by Liens on the Collateral, which Liens are expressly subordinated or junior to the Liens securing the Obligations.

  • Permitted Other Indebtedness means subordinated or senior Indebtedness (which Indebtedness may (x) be unsecured, (y) have the same lien priority as the Obligations or (z) be secured by a Lien ranking junior to the Lien securing the Obligations), in each case issued or incurred by the Borrower or a Guarantor, (a) the terms of which do not provide for any scheduled repayment, mandatory repayment or redemption or sinking fund obligations prior to, at the time of incurrence, the Final Maturity Date (or to the extent such Permitted Other Indebtedness is being utilized to refinance Indebtedness, the latest maturity date of the Indebtedness being so refinanced) (other than, in each case, customary offers to repurchase upon a change of control, asset sale or casualty or condemnation event and customary acceleration rights after an event of default), (b) the covenants, events of default, guarantees, collateral and other terms of which (other than fees, pricing and redemption or prepayment premiums), taken as a whole, are not more restrictive to the Borrower and the Restricted Subsidiaries than those herein (or to the extent such Permitted Other Indebtedness is being utilized to refinance Indebtedness, those set forth in the Indebtedness being so refinanced); provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent at least five Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within two Business Days after receipt of such certificate that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), (c) of which no Subsidiary of the Borrower (other than a Guarantor) is an obligor and (d) that, if secured, are not secured by any assets other than the Collateral.

  • Permitted Ratio Debt means unsecured Indebtedness incurred by the Borrower in the form of one or more series of unsecured notes or loans; provided that (i) if constituting Subordinated Indebtedness, (A) such Indebtedness (including any Guarantee thereof) is subordinated to the Obligations on terms customary for high yield subordinated debt securities or otherwise reasonably satisfactory to the Administrative Agent and (B) the Obligations at all times constitute “designated senior debt” (or comparable term) under the documents governing such Indebtedness, (ii) such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (except customary AHYDO Catch-Up Payments and customary asset sale or change of control provisions and customary acceleration rights after an event of default), in each case prior to the date that is 91 days after the then Latest Maturity Date, (iii) such Indebtedness is not at any time guaranteed by any Person that is not a Guarantor and (iv) the other terms of such Indebtedness (other than (1) provisions applicable only to periods after the Latest Maturity Date (as of the date of incurrence of the Permitted Ratio Debt) and (2) pricing, fees, rate floors, premiums, optional prepayment or redemption terms (which shall be determined by the Borrower)) are either (x) customary market terms for Indebtedness of such type at the time of incurrence (taken as a whole) (as determined in good faith by the Borrower) or (y) substantially identical to, or when taken as a whole, are not materially less favorable to the Loan Parties than the terms of the Facilities, in each case under this clause (iv)(y), unless the Lenders under the Credit Agreement (as of the date of incurrence of the Permitted Ratio Debt) receive the benefit of such more favorable terms through the then Latest Maturity Date (for the avoidance of doubt, it is understood that to the extent any financial maintenance covenant is added for the benefit of such Indebtedness, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the Facilities); provided that “Permitted Ratio Debt” may be incurred in the form of a customary “bridge” or other interim credit facility intended to be refinanced or replaced with long-term indebtedness (and such customary “bridge” or other interim credit facility shall be deemed to satisfy clause (ii) above so long as, subject to customary conditions the failure of which to be satisfied would otherwise result in an Event of Default, it would either be automatically converted into or required to be exchanged for permanent financing which satisfies the requirements of clause (ii), and for the avoidance of doubt, clauses (i), (iii), and (iv)).

  • Consolidated Senior Funded Debt means at any date the sum of: (i) Consolidated Funded Debt, minus (ii) the Subordinated Debt.

  • Non-Financed Capital Expenditures means Capital Expenditures not financed by the seller of the capital asset, by a third party lender or by means of any extension of credit by Lender other than by means of an Advance under the Revolving Credit Facility.