Indebtedness to be Repaid definition

Indebtedness to be Repaid means all Indebtedness of the Acquired Companies, or any of them, outstanding as of the Closing Date other than the Indebtedness to be Acquired and any capital leases.

Indebtedness to be Repaid means the Indebtedness listed on the attached Indebtedness to Be Repaid Schedule.

Indebtedness to be Repaid means the obligations set forth on Schedule 1.01(a).

Examples of Indebtedness to be Repaid in a sentence

• In furtherance thereof, the Company shall obtain, prior to the Closing Date, one or more customary pay-off letters, in a form acceptable to the Purchaser, executed by the administrative agents, lenders or other relevant creditor under any Indebtedness to be Repaid, in each case, setting forth all amounts necessary to be paid in order to fully discharge such Indebtedness and any Liens related thereto and in a form reasonably acceptable to Purchaser (the “Pay-Off Letters”).

• At the Closing Purchaser shall extinguish, assume or refinance the Indebtedness to be Repaid; provided that (i) the PNC Loan (as defined in the Disclosure Schedule), (ii) the Mezzanine Debt (as defined in the Disclosure Schedule) and (iii) that certain Subordinated Convertible Promissory Note, dated as of August 30, 2019, by and between the Company and Bay Wood Products, Inc., shall be extinguished by Purchaser at the Closing.

• For the avoidance of doubt, the Excluded Indebtedness set forth on Schedule 13.1(b) shall be included as part of the Indebtedness to be Repaid.

• Details of Indebtedness to be Repaid The actual indebtedness which would be repaid out of the proceeds from the Offer would depend on, among other things, the prevailing economic environment at the relevant time, the terms of relevant indebtedness as well as the requirements of CMT.

• All such properties and assets are free and clear of all Liens except for Permitted Liens, Liens imposed by or on Purchaser, and Liens securing Closing Date Indebtedness to be Repaid.

More Definitions of Indebtedness to be Repaid

Indebtedness to be Repaid means the Indebtedness of the Company and its Subsidiaries set forth on Schedule13.1(b).

Indebtedness to be Repaid means the Indebtedness of the Company and its Subsidiaries set forth on Schedule 13.1(b).

Indebtedness to be Repaid means all Indebtedness listed on Schedule 5.1(f).

Indebtedness to be Repaid means all Indebtedness as of immediately prior to Closing. "ITEPA" means the Income Tax (Earnings and Pensions) Act 2oo3. "Losses" means (i) all claims, damages, judgments, fines, losses, liabilities, penalties, costs, Taxes, expenses or other damages, (ii) all amounts paid incident to any compromise or settlement of any claim or Proceeding, (iii) all costs and expenses reasonably incurred in investigating any such claim or Proceeding, (iv) all costs and expenses reasonably incurred to mitigate Losses, and (v) all reasonable attorneys', experts', consultants' and other similar fees incurred in connection therewith. "Material Adverse Effect" means a material adverse effect or impact upon the assets, financial condition, results of operations or Business of the Company or on the ability of the Company and the Seller, as a group, to consummate the transactions contemplated hereby; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: (a) any failure by the Company to meet financial projections or forecasts or earnings predictions pro'r'ided to the Buyer or its representatives or any presentation made by the Company or their representatives to the Buyer or its representatives (provided that the underlying causes ofsuch failures shall notbe excluded), (b) any adverse change, impact, effect, event, occurrence, state offacts or development attributable to, resulting from, or relating to (i) the announcement or pendency of the transactions contemplated by this Agreement; (ii) conditions affecting the industry in which the Company participates, the United Kingdom economy as a whole, including direct Brexit effects, or the capital markets in general or any of the markets in which the Company operates; (iii) any change in accounting requirements or principles or any change in applicable laws, rules or regulations or the interpretation thereof; (iv) actions required to be taken under applicable laws, rules, regulations, contracts or agreements; or (v) acts of God, fire, natural disaster, epidemic, riot, terrorism or military action or the threat thereof; provided, however, that with respect to clauses (ii) through (iv) immediately above, each shall be taken into account in determining whether a Material Adverse Effect has occurred to the extent that there is a disproport...

Indebtedness to be Repaid has the meaning set forth in Section 2.3(b)(xi).

Indebtedness to be Repaid has the meaning assigned to such term in Section 3.21(b).

Indebtedness to be Repaid means all indebtedness set forth on Section 8.09 of the Seller Disclosure Schedule.