Examples of Payoff Indebtedness in a sentence

On the Closing Date, Parent shall cause the aggregate amount of all Payoff Indebtedness to be: (i) deducted from the Merger Consideration otherwise payable to the Interest Holders; and (ii) paid to the lenders of the Payoff Indebtedness in full satisfaction thereof.
On the Closing Date, Parent shall make payments totaling the Merger Consideration less (i) any Transaction Expenses; (ii) the Escrow Amount provided for in Subsection 2.04(b); (iii) the Representative Amount provided in Subsection 2.04(d); (iv) the SERP Charge as set forth on Schedule 2.04(a)(iv); (v) any Payoff Indebtedness; and (vi) an amount equal to fifty percent (50%) of the D&O Tail premium as set forth on Schedule 2.04(a)(vi) (such payments being the “Closing Date Cash Consideration”).

More Definitions of Payoff 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 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.

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 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.

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 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 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, 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 and (b) that certain Term Loan Agreement, dated as of November 27, 2013, among Xxxxx, LLC and Xxxxx Intermediate Holding, LLC, each as “Borrowers”, Xxxxx 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.