Payoff Debt definition

Payoff Debt means the Indebtedness described on Schedule 8.1B which shall be paid in full (other than contingent indemnification obligations as to which no claim has been asserted) on the Closing Date.

Payoff Debt means the estimated Debt (if any) included in the Pre-Closing Statement, including the Aggregate EMM/Vandal Notes Amount.

Payoff Debt has the meaning set forth in Section 7.14(a).

Examples of Payoff Debt in a sentence

• At the Closing, Purchaser or the Sellers shall repay the Closing Payoff Debt in the amounts and to the lender(s) indicated on the Payoff Letters.

• All Payoff Debt will have been repaid, redeemed or otherwise satisfied in full and all Liens securing the Payoff Debt terminated and released, as evidenced by a payoff letter or other documentation satisfactory to the Administrative Agent duly executed and delivered by the holders of the applicable Payoff Debt or an agent or trustee thereof or otherwise satisfactory to the Administrative Agent.

• The aggregate consideration to be paid by Purchaser for the Purchased Membership Interests (the “Purchase Price”) shall be an amount equal to (i) $124,700,000 (the “Base Purchase Price”), subject to adjustment pursuant to Section 2.3. Concurrently with the execution hereof, Purchaser shall pay or cause to be paid to Sellers an amount equal to (a) the Base Purchase Price, minus (b) the Payoff Debt, and minus (c) the Xxxxxx Purchase Amount (the “Estimated Cash Purchase Price”).

• All payoff and release letters in a form reasonably acceptable to the Majority Buyer (the “Payoff Letters”) from the holders (or their authorized agents) of the Payoff Debt that reflect the amounts (the “Payoff Amounts”) required in order to pay in full all Payoff Debt.

• At the Closing, Sellers shall terminate, or cause to be terminated, the definitive documentation relating to, and all obligations (other than such obligations which customarily survive such payoff), commitments, guarantees and liens in respect of, the Payoff Debt (such termination, together with such payments as are required, the "Closing Payoff").

More Definitions of Payoff Debt

Payoff Debt means all Debt for borrowed money of the Acquired Companies as of the Closing Date and as set forth on Exhibit A, including (a) the amount of Debt of the Acquired Companies, (b) the balance outstanding under the Credit Facility as of the Closing Date, (c) the amount of Debt of the Acquired Companies outstanding under the Caterpillar Notes as of the Closing Date and (d) the balance outstanding under the GreenHunter Note.

Payoff Debt means all Non-Operating Debt and such other payment obligations set forth on Schedule A-4.

Payoff Debt means all obligations of the Sellers, including amounts owing by Sellers, under a Loan and Security Agreement between SF and Neltjeberg Bay Enterprises LLC dated November 16, 2022, as amended, in the approximate principal amount of $5,500,000.

Payoff Debt has the meaning set forth in Section 2.03(b)(ii).

Payoff Debt is defined in Section 2.03(e).

Payoff Debt is defined in Section 2.04(a)(ii).

Payoff Debt means Closing Date Indebtedness of the type referenced in clauses (a) and (b) of the definition of Indebtedness.