Bank Payoff Amount definition

Bank Payoff Amount has the meaning set forth in Section 3.1(a)(ii).
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Bank Payoff Amount means the amount listed on the payoff statement from PNC Bank, which amount shall: (a) represent all amounts owed to PNC Bank as of the Closing Date; and (b) be an amount sufficient to repay all obligations owed to PNC Bank and satisfy any Encumbrances on the Purchased Assets, in each case, as of the Closing Date.
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Examples of Bank Payoff Amount in a sentence

  • Each Continuing Bank, the Agent, and each Borrower hereby agree that, notwithstanding anything to the contrary contained in the Loan Documents (including provisions regarding the pro rata sharing of payments), the Agent shall pay to each Departing Bank an amount equal to the Departing Bank Payoff Amount of such Departing Bank promptly after the receipt thereof by the Agent.

  • Notwithstanding the foregoing, at or prior to Closing, the Purchasers shall pay the Bank Payoff Amount as directed by the Bank Payoff Statements and the Seller shall repay in full any shareholder, member or similar loans from Seller or its Affiliates to the Owners (“Intercompany Debt”).

  • The Parties further agree to allocate the Estimated NAV, the Bank Payoff Amount, any assumed liabilities and any other amounts treated as consideration for U.S. federal income Tax purposes among the Projects that are treated as transferred to the Purchasers in accordance with the rules under Section 1060 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (the “US Tax Allocation”).

  • To Seller, the amount to be paid to Seller pursuant to Section 2.7(a), to the Bank of New York, the Bank Pay-off Amount, if any, and to the Escrow Agent, the Indemnification Escrow Deposit.

  • The proceeds of the Term Loan shall be used: (i) to reimburse Borrower for the Fleet Bank Payoff Amount, to refinance certain existing indebtedness with Fleet Bank, up to a maximum amount of Five Million Five Hundred Thousand Dollars ($5,500,000.00); and (ii) for the refinance of Eligible Equipment purchased between March 1, 2001 and December 31, 2001 (the "Term Equipment Amount").

  • The Co-Borrowers jointly and severally agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Co-Borrowers and the Administrative Agent.

  • On the Closing Date, upon receipt by Gold Bank of the Gold Bank Pay-off Amount under Section 4.3(a) above, Seller will cause (a) the Gold Bank Loan Documents to be terminated or cancelled, and (b) all Encumbrances securing the Bank Debt on the Purchased Units or the properties or assets of any of the Acquired Entities to be terminated or released, in each case under documentation reasonably satisfactory to Buyer.

  • No later than five (5) Business Days before the Closing Date, Seller shall deliver to Purchaser a pay-off letter from the Bank of New York setting forth the Bank Pay-off Amount.

  • At the Closing, Firstar Bank shall have delivered to the Buyer a pay-off letter for any Indebtedness of the Company, showing the amount that would have to be paid in order to satisfy such Indebtedness in full (the "Bank Payoff Amount") and agreeing that upon payment of such amount all Liens and Encumbrances in favor of the lender with respect to such Indebtedness will be released.

  • Purchaser shall pay the U.S. Bank Payoff Amount to U.S. Bank by wire transfer of immediately available funds to accounts designated in the U.S. Bank Payoff Letter delivered to Purchaser at least two (2) Business Days prior to Closing pursuant to Section 7.9. The payment of the Closing Date Preferred Consideration is to be made by wire transfer of immediately available funds to an account or accounts designated by Seller to Purchaser in writing prior to the Closing.