Payoff Amounts has the meaning set forth in Section 6.5.
Payoff Amounts has the meaning set forth in Section 7.2(h).
Payoff Amounts is defined in Section 2.2(a)(ii).
Examples of Payoff Amounts in a sentence
The Purchase Price shall be payable as follows: (a) On the Closing Date, Purchaser shall pay to Seller an amount equal to (i) the Purchase Price, minus (ii) the Payoff Amounts, minus (iii) the Deferred Payment Amount, minus (iv) the Related Party Amount (the “Closing Purchase Price”).
At the Closing, the Buyer shall deliver to the creditors of the Companies, on behalf of the Companies, the Payoff Amounts (the aggregate amount of such payments, the “Indebtedness Payments”) pursuant to valid payoff letters delivered by the Sellers’ Representatives to the Buyer.
More Definitions of Payoff Amounts
Payoff Amounts shall have the meaning set forth in Section 5.09(d).
Payoff Amounts has the meaning set forth in the Recitals.
Payoff Amounts means the sums of money necessary to satisfy the Estimated Company Indebtedness and the Estimated Sellers’ Transaction Expenses to the extent paid at Closing.
Payoff Amounts means the calculation of the overall amounts still outstanding, as principal and interest, as of the Closing Date under the Credit Facility Agreements and necessary to prepay them in full on the Closing Date, inclusive of any break up costs, prepayment fees or other similar costs or fees, to be indicated by each of the lenders under the Credit Facility Agreements (provided that for those facilities which are multi-purpose (cash plus guarantees) only the cash utilization thereof shall be taken into account) in the Payoff Letters.
Payoff Amounts means the Payoff Amount (Existing Notes), the Payoff Amount (Existing Senior Facilities Agreement) and the Close-out Amount (Existing Hedging).
Payoff Amounts. As defined in Section 3.2(f). “Permits” - As defined in Section 5.17. “Permitted Liens” means (i) security given by Seller to a public utility or any Governmental Authority when required in the Ordinary Course but only to the extent that the obligation secured at the Closing Date is adjusted in favour of Purchaser on the Closing Balance Sheet; (ii) easements, including rights of way for, or reservations or rights of others relating to, sewers, water lines, gas lines, pipelines, electric lines, telegraph and telephone lines and other similar products or services and any registered restrictions or covenants that run with the land, provided that there has been compliance with the provisions thereof and that they do not affect the ability of Purchaser to carry on the Business as it has been carried on in the past; (iii) zoning by laws, ordinances or other restrictions as to the use of real property, and agreements with other Persons registered against title to the lands, provided that they do not in the aggregate and will not materially and adversely affect the ability of Purchaser to carry on the Business as it has been carried on in the past, (iv) Liens for Taxes, assessments or other claims by a Governmental Authority not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings or for which an appropriate reserve or security deposit is established by Seller therefor, and (v) rights of landlords under leases. “Person” means any natural person, corporation, limited liability company, partnership, firm, joint venture, joint-stock company, trust, association, unincorporated entity or organization of any kind, Governmental Authority or other entity of any kind. “Preferred Shares” means the Class B preferred shares of the capital of Seller which will be issued and outstanding as at the Closing Date, as more particularly described in the Reorganization. “Preliminary Allocation Schedule” – As defined in Section 1.7(a) and attached hereto as Exhibit A. “Prepaids” - As defined in clause (ii) of the definition of Purchased Assets.
Payoff Amounts means the amounts paid to Persons other than the Seller, in satisfaction of Seller Transaction Expenses and any Change in Control Obligations, as set forth on Schedule 2.2(b).