Payoff Indebtedness definition
Payoff Indebtedness has the meaning set forth in Section 2.3(b)(ii).
Payoff Indebtedness means all Indebtedness of the Company and its Subsidiaries (a) with respect to the Company Credit Agreement or (b) designates as “Payoff Indebtedness” by the Company pursuant to Section 5.1(f).
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, ▇▇▇▇▇, 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.
Examples of Payoff Indebtedness in a sentence
All Payoff Indebtedness of the Target Companies may be prepaid at the Closing without penalty, premium, or other additional payment (other than customary breakage costs, if any, disclosed in the Payoff Letters).
Section 4.32 of the Disclosure Schedule sets forth a true, correct and complete list of all Payoff Indebtedness of the Target Companies, including the outstanding principal amount thereof and any accrued but unpaid interest thereon, in each case, as of the Interim Balance Sheet Date.
All such Payoff Indebtedness will be repaid in full at the Closing in accordance with the Payoff Letters.
No Target Company is in default with respect to any Payoff Indebtedness, and no event has occurred which, with the passage of time or the giving of notice or both, would constitute an event of default under the terms of any agreement or instrument evidencing or governing such Payoff Indebtedness.
More Definitions of Payoff Indebtedness
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, ▇▇▇▇▇, 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 ▇▇▇▇▇, LLC and ▇▇▇▇▇ Intermediate Holding, LLC, each as “Borrowers”, ▇▇▇▇▇ 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 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 (i) the Indebtedness of the Acquired Companies and their Subsidiaries described in clauses (a), (b), (c), (d), (g), (h) and (j) of the above definition of “Indebtedness” and (ii) amounts constituting intercompany accounts payable owing from the LLC to the Corporation, in each case, which shall be repaid in full and extinguished at or prior to the Closing.
Payoff Indebtedness means any “Indebtedness” that is referenced in clauses (a) and (b) of such definition.
Payoff Indebtedness means all Indebtedness of any Enhanced Entity as of the Closing Date other than Retained 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).