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 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.

Examples of Payoff Debt in a sentence

• At the Closing, the Company 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 by Section 2.5(a)(iv), the “Closing Payoff”).

• At the Closing, Purchaser shall deliver to Seller an aggregate number of shares of Parent Preferred Stock equal to the quotient obtained by dividing (i) (A) the product of 4.0 and the TTM EBITDA (B) less the Closing Payoff Debt, by (ii) the Common Stock Price (rounded to the nearest whole share of Parent Preferred Stock) (such shares, the “Initial Closing Payment”).

• The 1993 Davis attack, together with the 2001 Davis Case reported opinion, put Executive Branch officials, including the Defendants from 2007 to May 3, 2009, on notice that substantial remedial measures were necessary to avoid further unconstitutional restraints in Massachusetts State institutions of the type that were implemented upon Jason Davis on August 12, 1993 but this notice was ignored and no such remedial measures were implemented as of date (May 4, 2009) when Joshua K.

• 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 least two (2) Business Days prior to the Closing Date, the Company shall deliver to Buyer a customary payoff letter (the “ Payoff Letter ”), in customary form and substance, from the lenders(s) under the Credit Facility specifying the amount necessary to discharge and fully repay the Closing Payoff Debt attributable to the Credit Facility and providing for release of all Liens under and securing the Credit Facility upon payment made in compliance therewith.

More Definitions of Payoff Debt

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

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 means the Indebtedness owing to the Payoff Creditors as at the Effective Time. (rrrr) “Payoff Letter” means, with respect to any Payoff Creditor, a letter or other instrument addressed by such Payoff Creditor to the Operating Entities setting out the Indebtedness as at the Effective Time owed to such Payoff Creditor and containing an irrevocable undertaking from such Payoff Creditor to terminate all financial instruments relating to such Indebtedness and to take all required actions in order to discharge all Liens on the assets of the Operating Entities that exist for its benefit, subject to receipt of payment of such Indebtedness. (ssss) “Permitted Liens” means: (i) Liens for Taxes, assessments or governmental charges or levies which relate to obligations not yet due or delinquent or, if due, the validity of which are being contested in good faith by appropriate proceedings; (ii) the Facility Lease; (iii) inchoate or statutory liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of real or personal property for sums owed to such providers, worker or suppliers that are not yet past due; (iv) easements, servitudes, restrictions, restrictive covenants, rights of way, licences, permits and other similar rights in real property; (v) zoning and building by laws and ordinances, regulations made by public authorities and other restrictions affecting or controlling the use, marketability or development of real property; (vi) agreements with any municipal, provincial or federal governments or authorities and any public utilities or private suppliers of services, including (without limitation) subdivision agreements, development agreements, site control agreements, engineering, grading or

Payoff Debt means the Debt which is owed by the Company or secured by any Company Common Stock in the Company, which will be paid off on the Closing Date.

Payoff Debt means the Indebtedness of the Company pursuant to that certain Sixth Amended and Restated Credit Facility, dated as of June 4, 2020, by and between the Company and Manufacturers and Traders Trust Company.

Payoff Debt means all Liabilities of the Companies for borrowed money, including principal, interest, fees and other amounts payable with respect thereto, under the Comerica Loan Documents.