Closing Indebtedness Payoff Amount definition

Closing Indebtedness Payoff Amount means any and all outstanding Indebtedness of the Group Companies as at 4 p.m. New York City time on the Business Day immediately prior to the Closing, an estimate of which as on the date of this Agreement is set forth in Exhibit C.
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Closing Indebtedness Payoff Amount means the aggregate amount of Closing Indebtedness.
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Closing Indebtedness Payoff Amount has the meaning set forth in Section 2.8(c)(i).
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Examples of Closing Indebtedness Payoff Amount in a sentence

  • The aggregate consideration to Sellers for the Purchased Shares shall consist of (i) Buyer’s payment of the Closing Indebtedness Payoff Amount of Two Hundred and Fifty Thousand Dollars ($250,000) and (ii) such number of shares of the Parent’s common stock, par value $.0001per share (“Parent Stock”), as shall be equal to (x) Five Million Seven Hundred and Fifty Thousand Dollars ($5,750,000) divided by (y) (1) [$.12], (the “Share Consideration”).

  • The Optionee understands that he or she will be responsible for reporting any income tax and NICs (including Employer’s NICs, as defined below) due on this additional benefit directly to HMRC under the self-assessment regime.

  • There has been a lot of engagement from special interest groups and Allotment Associations who generally understand the need for change, but very little from individuals.

  • The calculations of the Estimated Working Capital, Estimated Cash, Estimated Closing Indebtedness Payoff Amount, Estimated Seller Transaction Expenses and Estimated Transaction Bonus Amount delivered pursuant to this Section 2.5 shall be in the form of the Closing Statement and shall be calculated in accordance with the Company Accounting Principles.

  • All Indebtedness of the Company shall at Closing be paid and forever satisfied with respect to any and all creditors of the Company, contingent or otherwise, by the Company prior to Closing by the Sellers or pursuant to the Closing Indebtedness Payoff Amount at the Closing.

  • At the closing of the transactions contemplated by this Agreement (the “Closing”), (i) Buyer shall pay the Closing Indebtedness Payoff Amount in immediately available funds by check or wire transfer and (ii) cause to be delivered to Sellers the Closing Shares.

  • At the closing of the transactions contemplated by this Agreement (the “Closing”), (i) Buyer shall pay the total Closing Indebtedness Payoff Amount in immediately available funds by check or wire transfer, (ii) cause to be delivered such number of shares of Parent Stock as shall be equal to Seventy-Five percent (75%) of the Share Consideration (the “Closing Shares”).

  • At Closing, other than the Closing Indebtedness Payoff Amount and as disclosed in Section 3.29 of the Disclosure Schedule, the Company will not have any Indebtedness, contingent or otherwise, or assumed, guaranteed, or endorsed the Indebtedness of any other Person, or canceled any Indebtedness owed to it or released any claim possessed by it, other than trade payables incurred in the Ordinary Course of Business.

  • Approximately 80% of qualified dentists work as primary care General Dental Practitioners (GDPs) in the GDS.


More Definitions of Closing Indebtedness Payoff Amount

Closing Indebtedness Payoff Amount means the amount required to repay in full the Closing Indebtedness on the Closing Date (including any prepayment, termination or similar fees and any other breakage costs).
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Closing Indebtedness Payoff Amount means any and all outstanding Indebtedness of the Group Companies as at 4
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Closing Indebtedness Payoff Amount has the meaning specified in Section 3.3.
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Closing Indebtedness Payoff Amount means the amount of outstanding Indebtedness of the Company that shall be paid at Closing.
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Closing Indebtedness Payoff Amount means the aggregate amount necessary to repay and discharge the Indebtedness Due at Closing outstanding as of 12:01 a.m., New York City time, on the Closing Date.
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Closing Indebtedness Payoff Amount means, the amount required to repay in full the Closing Indebtedness on the Closing Date (including any prepayment, termination or similar fees and any other breakage costs).
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Related to Closing Indebtedness Payoff Amount

  • Closing Indebtedness means, as of the Closing Date, the aggregate amount of Indebtedness of the Company, including, but not limited to, any prepayment penalties, early termination fees, bank fees and related expenses payable by the Company in connection with the repayment or assumption by the Parent of any Indebtedness of the Company.

  • Closing Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).

  • Final Closing Indebtedness has the meaning set forth in Section 3.3(b).

  • Closing Date Indebtedness means the aggregate amount of all Indebtedness of the Company Group as of the time of Closing (other than any Indebtedness included in Holder Expenses).

  • Assumed Indebtedness means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Restricted Subsidiary of the Borrower or (b) is assumed in connection with an Investment in or acquisition of such Person, and has not been incurred or created by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Borrower.

  • Payoff Amount means with respect to a Receivable as of the close of business on the last day of a Collection Period, the remaining principal balance of such Receivable, plus accrued but unpaid interest thereon, and related fees.

  • Company Indebtedness means all indebtedness of the Company (including without limitation, any loans, advances, letters of credit, bank overdrafts, capital lease obligations and all other indebtedness of any kind including interest, principal and fees).

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

  • Existing Indebtedness means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of this Indenture, until such amounts are repaid.

  • Closing Debt means the aggregate amount of all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Acquisition Indebtedness Indebtedness of (A) the Borrower or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection with, any acquisition of any assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the Borrower or any Restricted Subsidiary, or (B) any Person that is acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger or consolidation).

  • Existing Indebtedness Agreements shall have the meaning provided in section 7.18.

  • Intercompany Indebtedness means Indebtedness of Company or any of its Subsidiaries which is owing to Company or any of its Subsidiaries.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Estimated Indebtedness has the meaning set forth in Section 2.4(a).

  • Debt Amount means all accrued and unpaid interest and any “make whole” payments or breakage fees (less any breakage benefits) which Project Co is obligated to pay to Lender pursuant to the Lending Agreements, together with the outstanding principal amount of debt funded under the Lending Agreements.

  • Credit Agreement Refinancing Indebtedness means (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing Debt or (c) Permitted Unsecured Refinancing Debt, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, existing Term Loans, or any then-existing Credit Agreement Refinancing Indebtedness (“Refinanced Debt”); provided that (i) such Indebtedness has a maturity no earlier, and a Weighted Average Life to Maturity equal to or greater, than 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (ii) such Indebtedness shall not have a greater principal amount (or accreted value, if applicable) than the principal amount (or accreted value, if applicable) of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees and expenses associated with the refinancing, (iii) the terms and conditions of such Indebtedness (except as otherwise provided in clause (ii) above and with respect to pricing, rate floors, discounts, premiums and optional prepayment or redemption terms) are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Indebtedness, than those applicable to the Refinanced Debt being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness) (provided that a certificate of a Responsible Officer delivered to the Agent at least five (5) Business Days 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 Parent Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (iii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Agent notifies the Parent Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)), and (iv) such Refinanced Debt shall be repaid, repurchased, retired, defeased or satisfied and discharged, and all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

  • Funded Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

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

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • 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.

  • Project Finance Indebtedness means any present or future indebtedness incurred to finance the ownership, acquisition, development and/or operation of an asset, whether or not an asset of a member of the Group:

  • Outstanding Indebtedness means the aggregate of the Loan and interest accrued and accruing thereon, the Master Swap Agreement Liabilities, the Expenses and all other sums of money from time to time owing by the Borrowers to the Mortgagee and/or any of the Secured Creditors, whether actually or contingently, present or future, under or pursuant to the Loan Agreement, the Master Swap Agreement, the Security Documents or any of them;

  • Consolidated First Lien Indebtedness means Consolidated Indebtedness that is secured by a first priority Lien (other than Permitted Liens) on assets of any Borrower or Restricted Subsidiary.