Payoff Letters Sample Clauses
A Payoff Letters clause defines the requirement and process for obtaining official statements from lenders detailing the exact amount needed to fully repay a loan, including principal, interest, and any applicable fees. In practice, this clause obligates the borrower to request and deliver these letters, often as a condition to closing a refinancing or sale transaction, ensuring all outstanding obligations are clearly identified. Its core function is to provide certainty and transparency regarding the amounts owed, thereby facilitating accurate settlement and preventing future disputes over loan balances.
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Payoff Letters. No later than five (5) Business Days prior to the Closing, Seller shall provide to the Buyer a draft of, with respect to any item of Covered Indebtedness, a payoff letter from the lender (or any agent for such lender(s)) of such item of Covered Indebtedness (each, a “Payoff Letter”), which shall include: (i) an agreement by such lender (or any agent therefor) that, upon payment of the amount payable to such lender (or any agent therefor) specified therein (such amount to include any early termination fees or prepayment premiums payable to such lender (or any agent therefor) as a result of the consummation of the Transactions), (A) all outstanding obligations of the applicable member of the Seller Group arising under or related to the applicable Covered Indebtedness shall be repaid, discharged, and extinguished in full (other than contingent indemnification obligations in respect of which a claim has not yet been made), (B) all Encumbrances securing such Covered Indebtedness shall be released, (C) the lender (or any agent therefor) shall take all actions reasonably requested by the applicable member of the Seller Group or its designees to evidence and, if applicable, record such discharge and release as promptly as practicable, and (D) the lender (or any agent therefor) shall return to the applicable member of the Seller Group all collateral securing the applicable Indebtedness in such lender’s or agent’s possession or control; (ii) the amount required to be paid to the lender (or any agent therefor) of such Covered Indebtedness in order to satisfy in full such Covered Indebtedness, and wire transfer instructions for such lender (or any agent therefor); and (iii) provision for delivery at the Closing of any collateral releases, collateral access agreement terminations, mortgage releases, Intellectual Property Rights releases, physical collateral deliveries, and other related termination and/or release items in connection therewith which the Seller Group or its designees are authorized to file (to the extent applicable) immediately following such lender’s (or such agent’s) receipt of the applicable payoff amount set forth in the Payoff Letter.
Payoff Letters. A pay-off letter from the holder of any mortgage or deed of trust presently encumbering the Real Property indicating all sums required to satisfy the debt secured by and permit the discharge of record the lien of such mortgage or deed of trust;
Payoff Letters. The Company shall use reasonable best efforts to obtain and deliver to Parent no later than five (5) Business Days prior to the Effective Time customary payoff letters with respect to (i) the satisfaction and release of all of the Company and its Subsidiaries’ liabilities and obligations (including all indebtedness for borrowed money, if any, of the Company and its Subsidiaries outstanding as of the Closing, but excluding any indemnification obligations that survive termination) under the Contracts set forth in Section 5.05 of the Company Disclosure Letter (the “Loan Documents”), (ii) the termination of the Loan Documents and (iii) the release of all Liens held pursuant to or otherwise related to the Loan Documents.
Payoff Letters. The Company will have delivered to Buyer (a) the Payoff Letters, duly executed by the applicable holders of Closing Indebtedness to be paid at Closing, and (b) any other customary applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), releasing and terminating any and all Liens (other than Permitted Liens), relating to borrowed money of the Company, in each case, in form and substance reasonably satisfactory to Buyer.
Payoff Letters. The Administrative Agent shall have received a copy of a duly executed payoff letter, in form and substance satisfactory to the Administrative Agent, evidencing the payment in full and termination of the Existing Credit Agreement.
Payoff Letters. Parent shall have received payoff letters in customary form satisfactory to Parent (specifying effectiveness upon receipt of payment) with respect to all Company Transaction Costs, executed by each of the Persons to whom such amounts are owed and certifying full satisfaction of any amounts due (which amounts shall not exceed the amounts set forth in the Working Capital Closing Statement) as of the Closing Date.
Payoff Letters. In order to facilitate the repayment of the Closing Indebtedness for borrowed money of the Company Group set forth on Section 2.04(a) of the Disclosure Schedule, if any, and the release of all related Liens, Seller shall deliver, or cause to be delivered, to Purchaser, as promptly as reasonably practicable and in no event later than three Business Days prior to the Closing, draft copies of payoff letters from the agents or the lenders, as applicable, in respect of all such Indebtedness (the “Payoff Letters”), which Payoff Letters shall (i) set forth the aggregate principal amount and all accrued but unpaid interest and other payment obligations (including any prepayment premiums, commitment and other fees, related expenses, penalties or termination fees payable as a result of the consummation of the Transactions) constituting such Indebtedness, (ii) provide for the release of all related Liens upon the assets or equity interests of each applicable member of the Company Group, (iii) provide for automatic and irrevocable release of each applicable member of the Company Group from any payment obligations (other than those indemnification and other contingent obligations that customarily remain following termination of a credit agreement) in respect of such Indebtedness, (iv) provide for prompt delivery of all possessory collateral in the possession of such applicable Person to which such Indebtedness is owed in respect of such Indebtedness and (v) otherwise be in such lender’s or agent’s customary form; provided that, the Payoff Letters may specify that the matters addressed in clauses (ii) through (iv) are subject to satisfaction in full at Closing of the applicable payment obligations specified in clause (i). Notwithstanding anything to the contrary, nothing in this Agreement shall restrict or prohibit Seller and/or the Company Group from repaying any Indebtedness prior to the Closing. To the extent such Indebtedness is repaid prior to the Closing, Seller shall be required to provide evidence of such repayment and corresponding lien releases at Closing in lieu of a Payoff Letter.
Payoff Letters. The Buyer shall have received payoff letters reasonably acceptable to it with respect to the payment of the Credit Agreement Outstanding Payoff Amount and the release of any Encumbrance related thereto.
Payoff Letters. Agent shall have received (i) a payoff letter, in form and substance satisfactory to Agent in its Permitted Discretion, from any holder of Indebtedness of any Borrower secured by a Lien on the Collateral which is not a Permitted Encumbrance, (ii) evidence of the repayment in full of the Indebtedness of Borrowers under the Existing Shareholder Term Loan Agreements and (iii) evidence that upon the filing of any applicable termination statements the filing of which has been authorized to occur upon the consummation of the Transactions, no Liens or Indebtedness which are not permitted under this Agreement shall remain in place after the Closing Date;
Payoff Letters. Prior to or on the Closing Date, Company shall, and shall cause its Representatives to, use commercially reasonable best efforts to deliver to Parent executed customary payoff letters in form reasonably acceptable to Parent from the relevant lender under the Company Loan Agreement that (a) reflect the amounts required in order to pay in full all such amounts outstanding pursuant to the Company Loan Agreement as of the Closing and (b) provide that, upon payment in full of the amounts indicated, all Encumbrances securing such outstanding amounts pursuant to the Company Loan Agreement with respect to the assets of the Company and the Subsidiaries of the Company shall be terminated and of no further force and effect. Parent shall pay, or shall cause one or more of its Subsidiaries to pay, the Payoff Amount in full on behalf of the Company on the Closing Date.