Pay-Off definition

Pay-Off as defined in the Recitals.
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Pay-Off or “Pay Off” shall mean, at the time of the closing, (a) a payment in full of all of the Loans and all other outstanding Obligations, (ii) the termination of any remaining Commitments and (iii) either the termination of all outstanding Letters of Credit or the Cash Collateralization (at 105% of the then aggregate Dollar Equivalent of all then Stated Amounts) of all outstanding Letters of Credit with the further agreement (given at the time of the Refinancing or other event resulting in the Pay-Off) of the Parent (and, with respect to any German Letter of Credit, of the German Opcos) to cause the termination of all Letters of Credit no later than 91 days after the occurrence of the Refinancing (or other applicable Pay-Off).
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Pay-Off means the outstanding balance of any note or loan secured by a lien on a vehicle, or in the case of a leased vehicle, the lease buy out.
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Examples of Pay-Off in a sentence

  • The Administrative Agent shall have received executed Pay-Off Letters terminating and cancelling the Pay-Off Indebtedness in full, in form and substance reasonably acceptable to it.

  • The Borrower shall use the proceeds of the Term Loan solely (a) for general corporate purposes, including, without limitation, business development and licensing purposes, (b) to refinance the Pay-Off Indebtedness and (c) to pay the fees, costs and expenses associated with the Transactions.

  • Any such Swing Line Loan Refinancing Notice shall be deemed to constitute a request by the Swing Line Lender, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lender’s Applicable Percentage of the Pay-Off Amount.

  • The Pay-Off Indebtedness was initially incurred as described below and is equal to the principal amount outstanding, accrued and unpaid interest and other amounts payable in connection with the repayment of such Indebtedness.

  • Contributor may repay the Pay-Off Loan and accrued interest in whole or part at any time by making supplemental cash payment(s).

  • In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash.

  • Company shall have delivered to Parent Assumed Transaction Expenses and Debt Pay-Off Letters in respect of at least 90.0% of the aggregate amount of all Assumed Transaction Expenses and Debt.

  • The Borrowers shall pay $1,300,000 of the Pay-Off Amount with proceeds of the Accounts Payable Component.

  • Prior to the Closing, Company shall obtain pay-off letters (in form and substance satisfactory to Parent) from payees in respect of at least 90.0% of the aggregate amount all Assumed Transaction Expenses and Debt (the “Assumed Transaction and Debt Pay-Off Letters”), which Assumed Transaction Expenses and Debt Pay-Off Letters shall be dated within five (5) days of the Closing Date and shall include pay-off amounts in respect of Assumed Transaction Expenses and Debt as of the Closing Date.

  • The Company shall have satisfied, paid and fully discharged all Closing Pay-Off Debt and Parent shall have received the Closing Pay-Off Debt Documentation, each in form and substance reasonably acceptable to Parent.


More Definitions of Pay-Off

Pay-Off. At Spie▇▇▇'▇ ▇▇▇ction, in its sole and absolute discretion,."
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Pay-Off or “Pay Off” shall mean, at the time of the closing of the transaction or transactions causing the same to occur, (i) a payment in full of all of the Loans and all other outstanding Obligations (provided it is understood and agreed that the Obligations shall not include the Specified Accrued Incremental Interest in the event (but only in the event) the Borrowers are relieved of their obligation to pay the Specified Accrued Incremental Interest pursuant to the specific waiver provisions of Section 4.2 of the Credit Agreement (as amended hereby) with respect to the Specified Accrued Incremental Interest), (ii) the termination of any remaining Commitments and (iii) either the termination of all outstanding Letters of Credit or the Cash Collateralization (at 105% of the then aggregate Dollar Equivalent of all then Stated Amounts) of all outstanding Letters of Credit with the further agreement (given at the time of the Forsyth Merger or other event resulting in the Pay-Off) of the Parent (and, with respect to any German Letter of Credit, of the German Opcos) to cause the termination of all Letters of Credit no later than 91 days after the occurrence of the Forsyth Merger (or other applicable Pay-Off Event, as defined below).
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Pay-Off. , sometimes called a top hat, means an uncoiling device upon which the undrawn coil of wire rests. (2) "Pinch point" means a point where it is possible to be caught between the moving parts of a machine and the material in process or between moving and stationary parts of a machine. (3) "Planer" means a machine with a cutting tool held stationary while the work is moved back and forth underneath it to reduce 1 of its dimensions. (4) "Point of operation" means that point at which cutting, shaping, working, assembly or forming is accomplished upon the stock. (5) "Point of operation device" means a control or attachment which:
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Related to Pay-Off

  • lay-off means the termination of an employee's employment because of lack of work or because of the discontinuance of a function;

  • Pay-Off Letter means a letter, in form and substance reasonably satisfactory to Agent, from Existing Lender respecting the amount necessary to repay in full all of the obligations of Borrower owing to Existing Lender and obtain a termination or release of all of the Liens existing in favor of Existing Lender in and to the properties or assets of Borrower.

  • Pay-Off Letters means the letters, and any updates thereto, to be sent by each lender of the Company and its Subsidiaries to the Company and Parent prior to Closing, other than with respect to the Loan Amount, which letters shall among other things specify the aggregate amount of Indebtedness that will be outstanding as of the Effective Time under each note, loan agreement or other similar instrument and wire transfer information for each such lender to be paid at Closing.

  • Rostered Day Off means a day where an employee is not rostered to work other than an Accrued Day Off.

  • Split-Off has the meaning set forth in the Recitals.