Payoff of Existing Debt Sample Clauses

Payoff of Existing Debt. Lender shall have received and approved a payoff letter for the existing debt, which shall be in form and substance acceptable to Lender.
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Payoff of Existing Debt. The Administrative Agent shall have received evidence, in form and substance satisfactory to the Administrative Agent, that (a) the Fourth Amended and Restated Revolving Credit Agreement, dated as of July 10, 2000, among the Borrower, the Guarantor and certain of the Banks has been paid in full and terminated, (b) the 364 Day Loan Agreement, dated as of July 10, 2000, among the Borrower, the Guarantor and certain of the Banks has been paid in full and terminated, and (c) the new 364 Day Facility is effective.
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Payoff of Existing Debt. The Collateral Agent shall have received executed payoff and release letters (and related UCC-3 financing statements or other discharges) in form and substance satisfactory to the Collateral Agent with respect to the outstanding obligations under the Existing Debt and any other evidence reasonably requested by the Collateral Agent with respect to payment in full of all Existing Debt of the Obligors (it being understood and agreed that for purposes of this Section 8.1(e), Existing Debt shall not include the Convertible Loans, the NDII Shareholder Loans or the Bearer Notes);
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Payoff of Existing Debt. At least three Business Days prior to the Offer Closing, the Company shall deliver to Parent copies of payoff letters in form and substance reasonably satisfactory to Parent specifying the aggregate amount (collectively, the “Payoff Amount”) required to be paid to fully satisfy all obligations under the Existing Credit Facilities as of the Closing (including principal, interest, fees, breakage costs, expenses and other amounts payable under the Existing Credit Facilities, but excluding contingent indemnification and other obligations that expressly survive the termination of the Existing Credit Facilities), together with the obligations of the Company set forth on Section 6.16 of the Company Disclosure Letter (the “Company Payoff Obligations”) and providing, subject only to the payment of the Payoff Amount, for the payoff, satisfaction, discharge and termination in full of all such obligations and commitments under the Company Payoff Obligations, the termination and release of all guarantees of, and Liens and other security over the properties and assets of the Company and its Subsidiaries securing, if applicable, all such obligations and the authorization of the Company and its Subsidiaries to file any Lien terminations and releases in connection therewith. Subject to the receipt of the foregoing information, including copies of payoff letters specifying the Payoff Amount, Parent shall provide or cause to be provided to the Company the Payoff Amount for the timely payment in full on the Closing Date of the Company Payoff Obligations, and shall cause the Company to pay such Company Payoff Obligations in accordance with the terms thereof.
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Payoff of Existing Debt. Notwithstanding anything to the contrary contained in Section 2.9(a) above, Buyer may, by delivery of written notice to Seller at any time on or prior to the date which is five (5) business days prior to Closing, elect to require Seller to pay off the Existing Debt with respect to one (1) or more Sites, in which event (i) Seller shall pay off the Existing Debt for the applicable Site, together with any prepayment or defeasance costs (including, but not limited to, all legal and professional costs and expenses payable in connection therewith) associated therein, and all costs associated with the release of all applicable encumbrances and liens, out of the proceeds of Closing, and such Site (or a ground leasehold interest therein) shall be conveyed free of any encumbrances relating to such Existing Debt and (ii) Buyer shall provide Seller with a credit at closing in the amount of any prepayment or defeasance costs associated therewith, other than any Default Charges.
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Payoff of Existing Debt. The Administrative Agent shall have received evidence reasonably satisfactory to it that, on the Amendment No. 1 Effective Date, the Existing Term Facility, the Existing Senior Notes and the Existing Holdco Senior Notes shall be repaid in full.
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Related to Payoff of Existing Debt

  • Repayment of Existing Indebtedness Evidence that the principal of and interest on, and all other amounts owing in respect of, the Indebtedness (including, without limitation, any contingent or other amounts payable in respect of letters of credit) indicated on SCHEDULE 8.12A hereto that is to be repaid on the Closing Date shall have been (or shall be simultaneously) paid in full, that any commitments to extend credit under the agreements or instruments relating to such Indebtedness shall have been canceled or terminated and that all Guarantees in respect of, and all Liens securing, any such Indebtedness shall have been released (or arrangements for such release satisfactory to the Required Lenders shall have been made); in addition, the Administrative Agent shall have received from any Person holding any Lien securing any such Indebtedness, such Uniform Commercial Code termination statements, mortgage releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have requested to release and terminate of record the Liens securing such Indebtedness (or arrangements for such release and termination satisfactory to the Required Lenders shall have been made).

  • DESCRIPTION OF EXISTING INDEBTEDNESS Among other indebtedness which may be owing by Borrower to Lender, Borrower is indebted to Lender pursuant to, among other documents, a Business Financing Agreement, dated February 27, 2014, by and between Borrower and Lender, as may be amended from time to time (the “Business Financing Agreement”). Capitalized terms used without definition herein shall have the meanings assigned to them in the Business Financing Agreement. Hereinafter, all indebtedness owing by Borrower to Lender shall be referred to as the “Indebtedness” and the Business Financing Agreement and any and all other documents executed by Borrower in favor of Lender shall be referred to as the “Existing Documents.”

  • Existing Debt Set forth on Schedule 4.01(n) hereto is a complete and accurate list of all Existing Debt, showing as of the date hereof the obligor and the principal amount outstanding thereunder, the maturity date thereof and the amortization schedule therefor.

  • DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of June 11, 2003, evidenced by, among other documents, a certain Loan and Security Agreement dated as of June 11, 2003 between Borrower and Bank, as amended from time to time (as amended, the "Loan Agreement"). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

  • Termination of Existing Credit Agreements The Company and each of the Banks that is also a "Bank" party to the Existing Credit Agreements agrees that the "Commitments" as defined in the Existing Credit Agreements shall be terminated in their entirety on the Effective Date. Each of such Banks waives (a) any requirement of notice of such termination pursuant to Section 2.09 of the Existing Credit Agreements and (b) any claim to any facility fees or other fees under the Existing Credit Agreements for any day on or after the Effective Date. Each of the Company and the Borrower (i) represents and warrants that (x) after giving effect to the preceding sentences of this Section 10.07, the commitments under the Existing Credit Agreements will be terminated effective not later than the Effective Date, (y) no loans are, as of the date hereof, or will be, as of the Effective Date, outstanding under the Existing Credit Agreements and (ii) covenants that all accrued and unpaid facility fees and any other amounts due and payable under the Existing Credit Agreements shall have been paid on or prior to the Effective Date.

  • Termination of Existing Credit Facility The Administrative Agent shall have received satisfactory evidence that the Existing Credit Agreement shall have been terminated, all commitments thereunder shall have been terminated and all amounts owing thereunder shall have been paid in full (the “Refinancing”).

  • Existing Indebtedness (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company as of March 31, 2014 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company. The Company is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company, and no event or condition exists with respect to any Indebtedness of the Company the outstanding principal amount of which exceeds $5,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

  • Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.

  • Termination of Existing Credit Agreement Receipt by the Administrative Agent of evidence that the Existing Credit Agreement concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement concurrently with the Closing Date are being released.

  • Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc Directly or indirectly:

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