Pay-Off Letters Clause Samples
A pay-off letters clause outlines the requirement for obtaining formal statements from lenders detailing the exact amounts needed to fully repay outstanding debts. In practice, this clause ensures that, during transactions such as refinancing or asset sales, the borrower secures written confirmation from each lender specifying the total payoff amount, including principal, interest, and any applicable fees. The core function of this clause is to provide certainty and transparency regarding debt settlement, thereby preventing disputes and ensuring that all parties are clear on the amounts required to discharge existing obligations.
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Pay-Off Letters. The Administrative Agent shall have received satisfactory pay-off letters for all existing Indebtedness to be repaid from the proceeds of the initial Borrowing, confirming that all Liens in connection with such Indebtedness upon any of the property of the Loan Parties constituting Collateral will be terminated concurrently with such payment and all letters of credit issued or guaranteed as part of such Indebtedness shall have been cash collateralized or supported by a Letter of Credit.
Pay-Off Letters. The Companies shall cause to be delivered to Buyer customary pay-off letters (the “Pay-Off Letters”) in respect of the Payoff Indebtedness and customary lien release documents with respect to all Liens in or upon the assets or properties of the Companies or any of their Subsidiaries arising from or in connection with such Payoff Indebtedness.
Pay-Off Letters. The Company shall have received pay-off letters, in a form and substance reasonably satisfactory to Parent, from holders of all indebtedness of the Company or any of its Subsidiaries as set forth in Section 7.2(g) of the Company Disclosure Letter and each such pay-off letter shall provide for the waiver of any notice provisions relating thereto. The Company and its Subsidiaries shall not have paid or agreed to pay any amounts in excess of all principal and accrued interest, if any, outstanding thereon as of the Closing in respect of such indebtedness in connection with obtaining such pay-off letters and waivers without the prior written consent of Parent (which shall not be unreasonably withheld or delayed).
Pay-Off Letters. The Administrative Agent shall have received executed Pay-Off Letters terminating and cancelling the Pay-Off Indebtedness in full, in form and substance reasonably acceptable to it.
Pay-Off Letters. The Company shall have obtained from each Person who, on or following the date of this Agreement, holds any Indebtedness that is secured by an Encumbrance, a pay-off letter in form and substance reasonably satisfactory to Parent and such other evidence as Parent may reasonably request to the effect that all such Indebtedness of the Company (including without limitation, the Credit Agreements) has been paid in full and all such Encumbrances have been fully and finally released.
Pay-Off Letters. All Indebtedness of Target as of the Closing Date other than the Remaining Indebtedness shall have been repaid (as evidenced by customary pay-off letters and other releases and filings as may be reasonably requested by the lenders under the Debt Financing (or, if applicable, the alternative debt financing) for transactions of this type from the holders of such Indebtedness).
Pay-Off Letters. The Company shall have delivered duly executed Pay-Off Letters to Parent.
Pay-Off Letters. Receipt by Lender of executed copies of the "pay off" letter from WCI with respect to the WCI Agreement and the "pay off" letter from Omnicom with respect to the Omnicom Note and the Omnicom Agreement.
Pay-Off Letters. (i) Parent shall have received written acknowledgments in form and substance reasonably acceptable to Parent pursuant to which the Company’s outside legal counsel and any financial advisor, accountant or other Person who performed services for or on behalf of the Company, or who is otherwise entitled to any fee, compensation or reimbursement from the Company, in connection with this Agreement or any of the transactions contemplated by this Agreement, acknowledges: (i) the total amount of fees, costs and expenses of any nature that has been paid to such Person in connection with this Agreement and/or the transactions contemplated by this Agreement, (ii) the total amount of fees, costs and expenses of any nature that is or will become payable to such Person in connection with this Agreement and/or the transactions contemplated by this Agreement, (iii) that, upon receipt of the amount referred to in clause (ii) above, it has been paid in full and is not (and will not be) owed any other amount by the Company with respect to this Agreement or the transactions contemplated by this Agreement, and (iv) that such Person is not to perform any further services for the Company following the Effective Time without the express written authorization of Parent (“Transaction Invoices”).
(ii) Parent shall have received the Closing Pay-Off Indebtedness Documentation.
Pay-Off Letters. The Agent shall have received a pay-off and lien release letter from (i) in the case of the Existing ▇▇▇▇▇▇ Agreement, the existing creditors of the Borrower and its Subsidiaries under the Existing ▇▇▇▇▇▇ Agreement and (ii) in the case of the Existing ITI Credit Agreement, the existing creditors of ITI Marketing and its subsidiaries, each such letter setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of (i) in the case of the Existing ▇▇▇▇▇▇ Agreement, the Borrower or any of its Subsidiaries or (ii) in the case of the Existing ITI Credit Agreement, ITI Marketing or any of its subsidiaries) and containing an undertaking to cause to be delivered to the Agent each UCC termination statement and any other lien release instrument necessary to release their respective Lien on all assets of (i) in the case of the Existing ▇▇▇▇▇▇ Agreement, the Borrower and its Subsidiaries or (ii) in the case of the Existing ITI Credit Agreement, ITI Marketing or any of its subsidiaries, which pay-off and lien release letters shall be in form and substance acceptable to the Agent.