Debt Payoff Letters definition

Debt Payoff Letters has the meaning set forth in Section 6.11.

Debt Payoff Letters has the meaning set forth in Section 2.3(b)(iii).

Debt Payoff Letters means a payoff letter, in form and substance reasonably satisfactory to Buyers, from each lender of Third-Party Debt setting forth (i) the aggregate amount, including interest, breakage costs, prepayment penalties, and other fees, required to be paid to satisfy fully all Third-Party Debt owed to such lender and (ii) wire transfer instructions for such lender. Each Debt Payoff Letter shall provide for the release and termination of all Liens, recourse and other obligations associated with the Third-Party Debt that is the subject of such Debt Payoff Letter upon receipt of the amount specified in such Debt Payoff Letter to be paid on the Closing Date.

Examples of Debt Payoff Letters in a sentence

• At or prior to Closing, any financing statement terminations and Encumbrance releases shall have been filed as necessary to remove any Encumbrances (other than Permitted Encumbrances) applicable to any of the Assets with respect to the Senior Debt, or the Senior Debt Payoff Letters shall state that such financing statement terminations and Encumbrance releases shall be filed after indefeasible payment in full of the amounts set forth in the Senior Debt Payoff Letters.

• The Senior Debt Payoff Letters shall indicate the backup calculations and amount required to pay off the Senior Debt at Closing.

• At the Closing, White Oak shall pay to MOG the Cash Payment Cap; MOG shall use the Cash Payment Cap and its cash holdings to make payments to such counterparties as described above in the Senior Debt Payoff Letters, such that the full amount of all Senior Debt is provided to the applicable counterparties to the Senior Debt Payoff Letters (“Paid-Off Senior Debt”), and for other purposes.

• The offences committed are cognizable and non-bailable offence u/s 132 (1) (b) (c) & (l) of OGST Act, 2017 read with section 132(5) of the said Act and is punishable U/s 132(1)(i) of the OGST Act, 2017.

• White Oak shall deliver the amount of the Cash Payment Cap to MOG, and MOG shall use the Cash Payment Cap and its cash holdings to make payments to the counterparties in the Senior Debt Payoff Letters, such that the full amount of all Paid-Off Senior Debt is provided to the applicable counterparties to the Senior Debt Payoff Letters.

More Definitions of Debt Payoff Letters

Debt Payoff Letters is defined in Section 2.13(a)(vi).

Debt Payoff Letters means pay-off letters, releases and Lien discharges (or agreements therefor) with respect to Indebtedness as identified on Schedule 3.19 and any hedging contracts entered into in connection therewith and other Indebtedness for borrowed money (the “Payoff Indebtedness”), duly executed by each creditor with respect thereto, each in form and substance reasonably satisfactory to the Buyer, in which the payee shall agree that upon payment of the amount specified in such payoff letter: (1) all outstanding obligations of the Company arising under or related to the applicable Payoff Indebtedness shall be repaid, discharged and extinguished in full; (2) all Liens in connection therewith shall be released on the Closing Date upon receipt of the requisite payoff amounts; (3) the payee shall take all customary actions to evidence and record such discharge and release as promptly as practicable; and (4) the payee shall return to the Company all instruments evidencing the applicable Payoff Indebtedness (including all notes) and all collateral including consisting of certificated securities securing the applicable Payoff Indebtedness.

Debt Payoff Letters means the payoff letters and guarantee release agreements duly executed by each holder or counterparty of Indebtedness set forth on Section 1.03(b)(ii) of the Disclosure Schedule, together with related lien release instruments and agreements, each in form and substance reasonably acceptable to Purchasers, in which the payee shall agree 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 Indebtedness shall be repaid, discharged and extinguished in full; (ii) all Liens in connection therewith shall be released; (iii) the payee shall take all actions reasonably requested by Purchasers 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 Indebtedness (including all notes) and all collateral securing the applicable Indebtedness.

Debt Payoff Letters means payoff letters, each in form and substance reasonably acceptable to Purchaser, from each lender of a Third-Party Loan setting forth (i) the Debt Payoff Amount and (ii) wire transfer instructions for such lender. Each Debt Payoff Letter shall provide for the release and termination of all Liens (including the return of any possessory collateral), further assurances from the lender to effectuate the foregoing, and the termination of recourse and other obligations associated with the Third-Party Loan that is the subject of such Debt Payoff Letter upon receipt of the amount specified in such Debt Payoff Letter to be paid on the Closing Date.

Debt Payoff Letters as set forth in Section 7.12.1(g).

Debt Payoff Letters is defined in Section 2.4(a)(v).

Debt Payoff Letters has the meaning set forth in Section 3.6.1(h).