Debt Payoff Letter definition

Debt Payoff Letter shall have the meaning set forth in Section 5.11.

Debt Payoff Letter means a payoff letter to be executed by each holder of Payoff Indebtedness, each in customary form, in which the payee shall agree that upon payment of the amount specified in such payoff letter: (i) all outstanding obligations of the Companies arising under or related to the applicable Payoff Indebtedness shall be repaid, discharged and extinguished in full (other than those obligations which by their terms expressly survive the repayment thereof); (ii) all Encumbrances in connection therewith shall be released; (iii) the payee shall take all actions reasonably requested by the Buyer to evidence and record such discharge and release as promptly as practicable; and (iv) the payee shall return to the Companies all instruments evidencing the applicable Payoff Indebtedness (including all notes) and all collateral securing the applicable Payoff Indebtedness.

Debt Payoff Letter means each payoff letter duly executed by a holder of Payoff Indebtedness, if any, and delivered to the Buyer at least two Business Days prior to the date hereof and attached hereto, each in form and substance reasonably acceptable to the Buyer, in which the payee agrees that upon payment of the amount specified in such payoff letter: (i) all outstanding obligations of the Company and its Subsidiaries arising under or related to the applicable Payoff Indebtedness shall be repaid, discharged and extinguished in full; (ii) all Encumbrances in connection therewith shall be released; (iii) the payee shall take all actions reasonably requested by the Buyer to evidence and record such discharge and release as promptly as practicable; and (iv) the payee shall return to the Company and its Subsidiaries all instruments evidencing the applicable Payoff Indebtedness (including all notes) and all collateral securing the applicable Payoff Indebtedness.

Examples of Debt Payoff Letter in a sentence

• All issued and outstanding shares of capital stock or equity interests (as applicable) of each of the Company’s Subsidiaries are duly authorized, validly issued, fully paid and nonassessable (in the case of any Subsidiary which is a corporation) are owned directly or indirectly by the Company (or a wholly owned Subsidiary of the Company), free and clear of all Liens (other than transfer restrictions under applicable securities Laws and Liens to be released at Closing pursuant to the Debt Payoff Letter).

• On behalf of the Surviving Corporation, the amounts payable under the Debt Payoff Letter (the “Debt Payoff Amount”), by wire transfer of immediately available funds to the account or accounts designated in the Debt Payoff Letter in order to terminate all applicable obligations and liabilities of the Company, its Subsidiaries and their respective Affiliates related to the Credit Agreements.

• On the Closing Date, no Obligor shall have any secured Indebtedness outstanding or available to be drawn, other than under this Agreement and under any Permitted Indebtedness and except as identified on Schedule 6.01(c) and which Indebtedness shall be repaid in full on the Closing Date in accordance with the Existing Debt Payoff Letter with the proceeds of such Borrowing.

• No later than five (5) Business Days prior to the anticipated Closing Date, the Company shall deliver to Buyer a copy of the Debt Payoff Letter.

• Seller shall have delivered to Buyer executed copies of each Debt Payoff Letter and the Lien Releases in form for filing or recording if applicable.

More Definitions of Debt Payoff Letter

Debt Payoff Letter has the meaning set forth in Section 7.02(f).

Debt Payoff Letter. Section 5.2(g) “Definitive Agreements” Section 5.2(b) “DGCL” Recitals “Dissenting Shares” Section 2.3 “Effective Time” Section 1.4(b)

Debt Payoff Letter means with respect to each Credit Facility, a payoff letter, in form and substance reasonably satisfactory to Buyer, duly executed by the administrative agent or other designated representative under such Credit Facility on behalf of the lenders for which it is acting as administrative agent or designated representative.

Debt Payoff Letter means a customary payoff letter from the agent of the Credit Facility, (i) setting forth (a) the aggregate amount, including interest, breakage costs, premiums, prepayment penalties, and other fees and related expenses, required to be paid to satisfy fully all amounts owed to the agent as of the anticipated Closing Date and a per diem amount for each day thereafter and (b) wire transfer instructions for such lender and (ii) providing that that, if such amount is paid to the agent on the Closing Date, then the agent will automatically release any and all Liens securing the Credit Facility that it may have had with respect to the Partnership’s assets and will take all actions necessary to effect such release, including executing and delivering all reasonably necessary documentation and forms suitable for filing with all appropriate Governmental Authorities.

Debt Payoff Letter has the meaning assigned to such term in Section 5.8.

Debt Payoff Letter means a payoff letter duly executed by each holder of Payoff Indebtedness, each in form and substance reasonably acceptable to the Buyer, in which the payee has agreed that upon payment of the amount specified in such payoff letter: (i) all outstanding obligations of the Company and its Subsidiaries arising under or related to the applicable Payoff Indebtedness shall be repaid, discharged and extinguished in full and (ii) all Encumbrances in connection therewith shall be released;

Debt Payoff Letter means a customary payoff letter from PNC Bank setting forth the Debt Payoff Amount.