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)
Examples of Debt Payoff Letter in a sentence
Buyer shall have received an executed Debt Payoff Letter and Transaction Expense Payoff Letter from the persons listed on Schedule 7.2(g).
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. XE " QUOTE 0X201C “Debt Payoff Letter QUOTE 0X201D ”" \t “Section 2.4(b)(ii)" ), which Debt Payoff Letters shall (A) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs and any other monetary obligations then due and payable related to each such applicable item of Payoff Indebtedness (each, the “Payoff Amount”) XE "“Payoff Amount”" \t "Section 2.4(b)(ii)" and (B) provide for delivery by the holders of such applicable Payoff Indebtedness, promptly upon receipt of the applicable Payoff Amount, of customary releases of all Encumbrances and instruments of full discharge to Buyer;
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 one or more payoff letters specifying the aggregate amount of the Company’s Liability (including unpaid principal, accrued and unpaid interest, prepayment penalties, breakage costs and premiums in connection with the repayment thereof) that will be outstanding as of the Closing under any Company Debt, which payoff letters shall include a per diem amount from the date of such Debt Payoff Letter through the Closing Date and shall state that, if payment of the amounts set forth therein is paid to the parties entitled to such amounts on the Closing Date, such parties will terminate and release any and all Liens that they or their Affiliates may have with respect to the Company or any of its assets and will deliver evidence thereof to Buyer (including UCC-3 termination statements) and will take all actions necessary to effectuate such release (including executing and delivering to Buyer all reasonably necessary documentation in form suitable for filing with all appropriate Governmental Authorities).
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.