Indebtedness Payoff Amount definition

Indebtedness Payoff Amount means the aggregate principal amount of the Specified Funded Indebtedness, plus all accrued but unpaid interest, fees and other amounts payable thereon (including any premiums, penalties or other obligations relating thereto), in each case, calculated as of the Closing without giving effect to the transactions contemplated by this Agreement.

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Indebtedness Payoff Amount means the aggregate outstanding balance of any Indebtedness owed by the Company or any of its Subsidiaries as of the Closing Date and any prepayment penalties and other amounts due to fully repay and retire such Indebtedness.

Indebtedness Payoff Amount means an amount equal to the total payoff amount set forth on the Estimated Closing Statement.

Examples of Indebtedness Payoff Amount in a sentence

If the Seller Representative disagrees with any aspect of the Draft Computation, the Seller Representative may, within forty-five (45) days after receipt of the Draft Computation, deliver a notice (an “Objection Notice”) to the Buyer setting forth the Seller Representative’s determination of the Cash Amount, the Indebtedness Payoff Amount and/or the Net Working Capital Amount and the Seller Representative’s calculation of the Actual Purchase Price.
The “Estimated Purchase Price” means an amount equal to (A) $234,000,000 (the “Transaction Value”), (B) plus the Estimated Cash Amount, (C) minus the Estimated Indebtedness Payoff Amount, and (D) plus the excess of the Estimated Net Working Capital Amount over the Target Net Working Capital Amount or minus the excess of the Target Net Working Capital Amount over the Estimated Net Working Capital Amount, as the case may be.
Within sixty (60) days after the Closing Date, the Buyer and its auditors shall prepare, and deliver to the Seller Representative, (i) a statement, which shall include (A) a consolidated balance sheet of the Company and its Subsidiaries, and (B) the Buyer’s determinations of the Cash Amount, the Indebtedness Payoff Amount and the Net Working Capital Amount, and (ii) the Buyer’s calculation of the Actual Purchase Price (as defined below) (collectively, the “Draft Computation”).
Parent shall (x) irrevocably pay off, or cause to be paid off, substantially concurrently with the Effective Time, the Company Indebtedness Payoff Amount (if any) and (y) take all actions within its control to provide all customary cooperation as may be reasonably requested by the Company to assist the Company in connection with its obligations under this Section 5.15.
Parent shall (x) irrevocably pay off, or cause to be paid off, immediately after the Effective Time, the Company Indebtedness Payoff Amount (if any) and (y) take all actions within its control to provide all customary cooperation as may be reasonably requested by the Company to assist the Company in connection with its obligations under this Section 8.11.

More Definitions of Indebtedness Payoff Amount

Indebtedness Payoff Amount has the meaning set forth in Section 2.05.

Indebtedness Payoff Amount shall have the meaning given in Section 2.2(a)(i).

Indebtedness Payoff Amount means the aggregate amount necessary to repay and discharge all Indebtedness outstanding as of the opening of business on the Closing Date and as reflected on the Estimated Closing Statement, the Preliminary Closing Statement or the Final Closing Statement (as applicable).

Indebtedness Payoff Amount means the amount required to repay all outstanding Indebtedness of the Company as of the Closing Date, before giving effect to the transactions contemplated hereby.

Indebtedness Payoff Amount means the aggregate amount of all outstanding Indebtedness reflected on the Closing Indebtedness Certificate.

Indebtedness Payoff Amount means the amount of Company Indebtedness to be paid at the Closing, as mutually determined by Purchaser and the Company (each acting reasonably), and the aggregate amount of cash required to pay and discharge in full on the Closing Date all such Company Indebtedness, including accrued and unpaid interest, prepayment penalties or fees and other unpaid fees and expenses payable in respect of such Company Indebtedness through the Closing Date.

Indebtedness Payoff Amount means the aggregate outstanding balance of any Indebtedness owed by the Company or any of its Subsidiaries as of 11:59 p.m. (Central Time) on the day immediately prior to the Closing Date and any prepayment penalties and other amounts due to fully repay and retire such Indebtedness.