Closing Payoff Indebtedness definition

Closing Payoff Indebtedness is defined in Section 2.6(a).
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Closing Payoff Indebtedness has the meaning set forth in Section 2.3(a).
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Closing Payoff Indebtedness means all Indebtedness of the Acquired Company Group other than (i) Indebtedness set forth on Section 3.04(d) of the Disclosure Schedule, and (ii) Indebtedness set forth in items (1), (2), (3) and (5) of Section 4.06(e) of the Disclosure Schedule; provided, that Closing Payoff Indebtedness shall be limited to fifty percent (50%) of any amounts outstanding under item (4) of Section 4.06(e) of the Disclosure Schedule.
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Examples of Closing Payoff Indebtedness in a sentence

  • The “Adjustment Amount” shall be (i) the sum of (x) the Working Capital Adjustment, (y) the Cash Adjustment, and (z) the Dos Caminos Adjustment less (ii) the sum of (x) any Closing Payoff Indebtedness outstanding as of the \\4141-5696-8778 v37 Closing (to the extent such Closing Payoff Indebtedness is not paid off at the Closing), (y) any Transaction Expenses accrued and unpaid as of the Closing and (z) such other adjustments as contemplated by the Transaction Documents.


More Definitions of Closing Payoff Indebtedness

Closing Payoff Indebtedness means the Indebtedness in the amounts set forth on Schedule 2.05(a)(iii).
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Closing Payoff Indebtedness has the meaning set forth in Section 6.12(b).
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Related to Closing Payoff Indebtedness

  • Closing Indebtedness means the Indebtedness of the Company that remains outstanding and unpaid as of immediately prior to the Closing.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness, determined as of and immediately prior to the Closing.

  • 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).

  • 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.

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

  • Closing Indebtedness Amount has the meaning set forth in Section 1.4.

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

  • Acquisition Indebtedness any Indebtedness of the Company or any of its Subsidiaries that has been issued for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Company, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds thereof to the Company and its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Company and its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Intercompany Indebtedness means Indebtedness of Company or any of their respective Subsidiaries which is owing to any member of such group.

  • Permitted Acquisition Indebtedness means Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries to the extent such Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock of any other Person existing at the time (a) such Person became a Restricted Subsidiary of the Company or (b) such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, provided that on the date such Person became a Restricted Subsidiary or the date such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, as applicable, either

  • 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:

  • Contribution Indebtedness means Indebtedness, Disqualified Stock or Preferred Stock of an Issuer or any Subsidiary Guarantor in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of such Issuer or such Guarantor after the Issue Date, provided that:

  • Closing Debt means the aggregate principal amount of, and accrued interest on, all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

  • 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.

  • Assumed Debt has the meaning set forth in Section 2.2.

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Excluded Indebtedness means all Indebtedness not incurred in violation of Section 6.01.

  • Credit Facility Indebtedness means any and all amounts, whether outstanding on the Issue Date or thereafter Incurred, payable under or in respect of any Credit Facility, including without limitation principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees, other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof.

  • Consolidated First Lien Indebtedness means Consolidated Total Indebtedness as of any date of determination that is secured by a Lien on any asset or property of the Borrower and its Restricted Subsidiaries, which Lien does not rank junior in priority to the Liens securing the Secured Obligations.

  • Applicable Indebtedness has the meaning specified in the definition of “Weighted Average Life to Maturity.”

  • Intercompany Debt has the meaning specified in Section 7.02.

  • Consolidated First Lien Secured Debt means Consolidated Total Debt as of such date that is not Subordinated Indebtedness and is secured by a Lien on all of the Collateral that ranks on an equal priority basis (but without regard to the control of remedies) with Liens on all of the Collateral securing the Obligations.

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Long-Term Indebtedness means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

  • Permitted Subsidiary Indebtedness means any of the following: