Pay-Off Letters definition

Pay-Off Letters has the meaning set forth in Section 1.6.2.

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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.

Pay-Off Letters means each payoff letter in respect of the Pay-Off Indebtedness, in form and substance reasonably satisfactory to the Administrative Agent.

Examples of Pay-Off Letters 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 Company shall, and shall cause its Representatives to, cooperate and assist Purchaser and its Representatives in their review of the Estimated Closing Statement, including providing on a timely basis all information reasonably requested in connection with such review and provide information sufficient to allow Purchaser to confirm that the amounts set forth in the Pay-Off Letters are reflective of the corresponding amounts included in the Estimated Closing Statement.
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.
At Closing, Buyer shall also pay the Indebtedness Amount included in the calculation of the Estimated Adjustment Amount, in such amounts and to such accounts, and as set forth in the Pay-Off Letters.
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.

More Definitions of Pay-Off Letters

Pay-Off Letters has the meaning set forth in Section 2.2.

Pay-Off Letters has the meaning set forth in Section 1.4.

Pay-Off Letters shall have the meaning set forth in Section 2.10(b)(v). 13

Pay-Off Letters has the meaning provided such term in Section 7.2(i).

Pay-Off Letters has the meaning set forth in Section 7.2(g).

Pay-Off Letters shall have the meaning set forth in Section 2.3(a).

Pay-Off Letters means letters, in form and substance reasonably satisfactory to Foothill, from other lenders, secured creditors, or lessors respecting the amount necessary to (a) repay in full all of the obligations of Borrower owing to such lenders, secured creditors, and/or lessors and (b) obtain (i) terminations/releases of all of the security interests or liens existing in favor of such lenders, secured creditors, and/or lessors in and to the properties or assets of Borrower and (ii) good and marketable title to such properties or assets (in the case of leased property).