Payoff Letters Sample Clauses
A Payoff Letters clause defines the requirement and process for obtaining official statements from lenders detailing the exact amount needed to fully repay a loan, including principal, interest, and any applicable fees. In practice, this clause obligates the borrower to request and deliver these letters, often as a condition to closing a refinancing or sale transaction, ensuring all outstanding obligations are clearly identified. Its core function is to provide certainty and transparency regarding the amounts owed, thereby facilitating accurate settlement and preventing future disputes over loan balances.
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Payoff Letters. Prior to the Closing, each Seller shall use its commercially reasonable efforts to obtain a Payoff Letter duly executed by the lender or agent for each item of Payoff Indebtedness, which shall state that (a) if the party delivering such Payoff Letter is an agent for the lenders under the Payoff Indebtedness, that it is acting in its capacity as agent for such lenders, (b) upon the payment of that portion of the Payoff Amount set forth in such Payoff Letter by the time and date specified in the Payoff Letter (plus any per diem amounts that may increase that portion of the Payoff Amount set forth therein), the Company Group shall have satisfied all obligations to the applicable lender or lenders under the documents governing the Payoff Indebtedness (other than breakage costs which may be invoiced at a later date and expense reimbursement and indemnification obligations which are not yet due and payable and survive the termination of the applicable loan documents), (c) all commitments of the lenders under the applicable Payoff Indebtedness have been terminated in full, (d) all guarantees and liens granted under the Payoff Indebtedness, if any, shall have been or, upon the disbursement of the relevant portion of the Payoff Amount in accordance with the instructions in the applicable Payoff Letter shall be, discharged and released in their entirety, (e) each applicable lender or its agent agrees to deliver all lien releases or other documents reasonably requested by Buyer or any lender to Buyer to evidence the releases referred to in clause (d), (f) Buyer or the borrowers and any guarantors under the Payoff Indebtedness are authorized to prepare and file or deliver, as the case may be, UCC-3 lien termination financing statements, mortgage releases, intellectual property releases, deposit account control agreement termination notices and such other releases and documentation necessary to effectuate the release of liens contemplated by clause (d) above and (g) in respect of any Payoff Indebtedness that is secured by a lien, an undertaking of the holders of such Payoff Indebtedness to promptly deliver to the Company Group upon payment of the amounts specified in the Payoff Letter (i) such fully executed documents as may be reasonably requested by Buyer to evidence the release of such liens and (ii) any and all assets of the Company Group in the possession or control of the agent or the applicable lender(s) held as collateral to secure the Payoff Indebtedness, incl...
Payoff Letters. On or prior to the Closing Date, the Seller shall deliver (or cause to be delivered) to the Buyer fully executed payoff letters, each in customary form, from the agents (or lenders) under the Company’s Indebtedness to be paid off at the Closing pursuant to Section 2.2(b) (other than the Indebtedness under the Indenture) (each such letter, a “Payoff Letter”), it being agreed that Buyer shall use commercially reasonable efforts to provide such Payoff Letters as least three Business Days prior to the Closing Date. Each Payoff Letter shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations under the terms of such Indebtedness as of the anticipated Closing Date (“Payoff Amount”), (ii) state that upon receipt of the Payoff Amount, the instrument evidencing such Indebtedness shall be terminated and any share certificates and other physical collateral shall be returned, and (iii) state that all Encumbrances and all guarantees in connection therewith relating to the assets and properties of the Company or any of its Subsidiaries shall be, upon the payment of the Payoff Amount on the Closing Date, released and terminated. Each of the Seller and the Company shall, and shall cause the Company’s Subsidiaries to, use reasonable best efforts to deliver all notices and take all other commercially reasonable actions, including with respect to the backstop or termination of any letters of credit issued under the Company’s Indebtedness to facilitate the termination of commitments thereunder, the repayment in full of all obligations then outstanding thereunder (using funds arranged by the Buyer) and the release of all Encumbrances and termination of all guarantees in connection therewith on the Closing Date.
Payoff Letters. The Company will have delivered to Buyer (a) the Payoff Letters, duly executed by the applicable holders of Closing Indebtedness to be paid at Closing, and (b) any other customary applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), releasing and terminating any and all Liens (other than Permitted Liens), relating to borrowed money of the Company, in each case, in form and substance reasonably satisfactory to Buyer.
Payoff Letters. A pay-off letter from the holder of any mortgage or deed of trust presently encumbering the Real Property indicating all sums required to satisfy the debt secured by and permit the discharge of record the lien of such mortgage or deed of trust;
Payoff Letters. Payoff letters in customary form satisfactory to Parent (specifying effectiveness upon receipt of payment) with respect to all payments relating to any Debt and Transaction Costs in amounts not greater than the amounts set forth in the Estimated Closing Statement shall have been executed by each of the Persons to whom such amounts are owed as of the Closing and delivered to the Company and Parent.
Payoff Letters. The Company shall use reasonable best efforts to obtain and deliver to Parent no later than five (5) Business Days prior to the Effective Time customary payoff letters with respect to (i) the satisfaction and release of all of the Company and its Subsidiaries’ liabilities and obligations (including all indebtedness for borrowed money, if any, of the Company and its Subsidiaries outstanding as of the Closing, but excluding any indemnification obligations that survive termination) under the Contracts set forth in Section 5.05 of the Company Disclosure Letter (the “Loan Documents”), (ii) the termination of the Loan Documents and (iii) the release of all Liens held pursuant to or otherwise related to the Loan Documents.
Payoff Letters. The Buyer shall have received payoff letters reasonably acceptable to it with respect to the payment of the Credit Agreement Outstanding Payoff Amount and the release of any Encumbrance related thereto.
Payoff Letters. The Administrative Agent shall have received (i) a copy of a duly executed payoff letter, in form and substance satisfactory to the Administrative Agent, evidencing the payment in full and termination of the Existing Credit Agreement and (ii) copies of additional duly executed payoff letters, each in form and substance satisfactory to the Administrative Agent, evidencing the payment in full and termination of any other Debt of the Company and its Subsidiaries not permitted hereunder.
Payoff Letters. Agent shall have received (i) a payoff letter, in form and substance satisfactory to Agent in its Permitted Discretion, from any holder of Indebtedness of any Borrower secured by a Lien on the Collateral which is not a Permitted Encumbrance, (ii) evidence of the repayment in full of the Indebtedness of Borrowers under the Existing Shareholder Term Loan Agreements and (iii) evidence that upon the filing of any applicable termination statements the filing of which has been authorized to occur upon the consummation of the Transactions, no Liens or Indebtedness which are not permitted under this Agreement shall remain in place after the Closing Date;
Payoff Letters. The Company shall have delivered to Parent customary payoff letters, in form and substance reasonably satisfactory to Parent and its counsel, with respect to all Company Indebtedness existing as of (or, as Parent may reasonably request, existing prior to) the Effective Time.