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. Section 5.2(g) “Definitive Agreements” Section 5.2(b) “DGCL” Recitals “Dissenting Shares” Section 2.3 “Effective Time” Section 1.4(b) 77

Examples of Debt Payoff Letter in a sentence

• The Debt Payoff Letter shall (A) confirm the full outstanding amount then outstanding, along with accrued interest thereon and all fees and other obligations of the Company accrued under the Par Credit Agreement, (B) contain payment instructions and (C) evidence the satisfaction, release and discharge of the debt and liabilities under the Par Credit Agreement and the agreement by such lenders to release all Liens upon the payment of such amount in accordance with the payment instructions.

• 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).

• In the 19th century and thereafter, the movement known as positivism and phenomenalism insisted that natural science is merely descriptive, that one must not go behind the phe- nomena to find causes, etc.

• At or prior to Closing, the Company shall have paid or caused the Company Parties to pay all amounts payable as set forth in any applicable Debt Payoff Letter (including the applicable Debt Payoff Amount) with respect to each Third-Party Loan and any letters of credit or swap agreements (if any) with respect to such Third-Party Loan shall have been repaid, backstopped, novated or terminated, as applicable, pursuant to the terms thereof.

• The Company shall cause each Company Party to use all commercially reasonable efforts to cause each payee of a Third-Party Loan to deliver a Debt Payoff Letter to the applicable payor Company Party at least two (2), but no more than five (5), Business Days prior to the Closing Date, copies of which shall be promptly delivered to Purchaser.

More Definitions of Debt Payoff Letter

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

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.

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 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 payoff letter duly executed by each holder of Funded Indebtedness in which the payee agrees that upon payment of the amount specified in such payoff letter: (i) all outstanding obligations of the appropriate Corporation arising under or related to the applicable Funded Indebtedness shall be repaid, discharged and extinguished in full; and (ii) all Liens in connection therewith shall be released, and that otherwise contains the other terms and conditions customarily set forth in debt payoff letters.

Debt Payoff Letter. Section 5.12 “DGCL” Section 1.1(a) Table of Contents “Dissenting Shares” Section 2.3

Debt Payoff Letter. Section 6.08(a)