Payoff Indebtedness definition

Payoff Indebtedness means Indebtedness of the types set forth in subsections (a) and (b) of the definition of Indebtedness.

Payoff Indebtedness has the meaning set forth in Section 2.04(c)(i).

Payoff Indebtedness means that certain Indebtedness of Panadero Corp and its Subsidiaries as of the close of business on the day immediately preceding the Closing Date, as set forth in the payoff letters delivered pursuant to Section 1.4.

Examples of Payoff Indebtedness in a sentence

• The Administrative Agent shall have received evidence satisfactory to it that, concurrently with the closing, the Specified Payoff Indebtedness will be paid in full, the related credit facilities thereunder are terminated and any Liens securing the same are released.

• The proceeds of the Loans made on the Closing Date will be used only for (a) the repayment of the Specified Payoff Indebtedness and (b) the payment of fees and expenses related to the negotiation, execution and delivery of the Loan Documents and the consummation of the transactions contemplated thereby.

• The Sellers shall be deemed to have agreed with all items and amounts of Final EBITDA, Closing Payoff Indebtedness, Final Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement (other than contra accounts and other items and amounts reasonably related to such items and amounts specifically referenced in the Notice of Disagreement), and such items and amounts shall not be subject to review in accordance with Section 2.6(c).

• Estimated Payoff Indebtedness and Estimated Cash shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the most recent Balance Sheet (in each case, to the extent consistent with GAAP).

• At Closing, the Buyer shall pay, or cause to be paid, to the intended beneficiaries thereof the Payoff Indebtedness.

More Definitions of Payoff Indebtedness

Payoff Indebtedness means (i) the Indebtedness of the Acquired Companies and their Subsidiaries described in clauses (a), (b), (c), (d), (g), (h) and (j) of the above definition of “Indebtedness” and (ii) amounts constituting intercompany accounts payable owing from the LLC to the Corporation, in each case, which shall be repaid in full and extinguished at or prior to the Closing.

Payoff Indebtedness means all Indebtedness of any Enhanced Entity as of the Closing Date other than Retained Indebtedness.

Payoff Indebtedness means, without duplication, the amount of indebtedness (a) for borrowed money (including accrued interest related thereto and any breakage costs or premiums, consent fees, make-whole payments or similar amounts payable upon repayment of such obligations), including all amounts under the Company Credit Agreement, (b) evidenced by notes, bonds, debentures, mortgages, letters of credit or similar instruments, but excluding letters of credit to the extent not drawn upon, (c) evidenced by hedging or swap arrangements (including all liabilities relating to the termination of the term facility interest rate swap, dated April 14, 2014 (as amended), calculated at the termination value thereof, and (d) with respect to the items referred to in clauses (a) through (c) of any other Person the payment of which the Company or any of the Retained Subsidiaries is responsible or liable for, directly or indirectly, as obligor, guarantor, surety or otherwise; provided, that “Payoff Indebtedness” shall not include any such liabilities or obligations solely among the Company and the Retained Subsidiaries and provided, further, that “Payoff Indebtedness” shall not include any indebtedness to the extent such indebtedness will be (and is, immediately after the effective time of the Distribution, assumed in full by the CPLG Group in connection with the Distribution).

Payoff Indebtedness means Indebtedness under that certain Credit Agreement, dated as of August 21, 2018, by and among Crystal Financial LLC (d/b/a SLR Credit Solutions), as the agent, the lenders party thereto, Xxxxx, LLC as the “Borrower”, and the other parties thereto, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time until the date that is immediately prior to the Closing Date.

Payoff Indebtedness means the Indebtedness of the parties required by its terms to be repaid in connection with the consummation of the Transactions pursuant to the Contracts set forth on Schedule 2.25 (or Contracts for Indebtedness incurred after the date hereof in accordance with the terms hereof to the extent such Indebtedness was incurred to refinance the Indebtedness evidenced by the Contracts set forth on Schedule 2.25).

Payoff Indebtedness means all Indebtedness of Parent and the Parent Subsidiaries other than Indebtedness set forth on Section 6.10 of the Parent Disclosure Letter.

Payoff Indebtedness means Indebtedness under (a) that certain Credit Agreement, dated as of November 27, 2013, by and among Bank of America, N.A., as the agent, the lenders party thereto, Vince, LLC as the “Borrower”, and the other parties thereto, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time until the date that is immediately prior to the Closing Date and (b) that certain Term Loan Agreement, dated as of November 27, 2013, among Vince, LLC and Vince Intermediate Holding, LLC, each as “Borrowers”, Vince Holding Corp., as “Holdings”, Bank of America, N.A., as the agent, the lenders party thereto, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time until the date that is immediately prior to the Closing Date.