Facility Payoff Amount definition

Facility Payoff Amount is set forth in Exhibit A hereto, and shall be the following amounts: an amount equal to the sum, as of the Payoff Date, of (a) the aggregate amount of the Unrecovered Lessor Investments attributable to the A Percentage Lessor Investments, plus (b) all accrued but unpaid A Percentage Yield through the end of the Lease Term, plus (c) the aggregate amount of the Unrecovered Lessor Investments attributable to the B Percentage Lessor Investments, plus (d) all accrued but unpaid B Percentage Yield through the end of the Lease Term, plus (e) all accrued, unpaid Supplemental Rent through the end of the Lease Term, plus (f) all other amounts owing by Lessee under the Operative Documents; provided, the Lease Facility Payoff Amount shall not include the fees and expenses payable to ▇▇▇▇▇ Fargo’s counsel, ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC (“MVA”), in connection with the transactions contemplated in this Termination Agreement (the “MVA Fees” and together with the Lease Facility Payoff Amount, the “Purchase Price”). Lessee hereby agrees to pay, or cause to be paid, to MVA by wire transfer, in federal funds, pursuant to wire instructions from MVA, (x) on the Payoff Date, the portion of the MVA Fees invoiced to Lessee on or prior to December 17, 2018 to ▇▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (the “MVA Payoff Date Fees”) and (y) within thirty (30) days from the date of delivery of any subsequent invoices to Lessee, the remainder of the MVA Fees, which fees shall be reasonable and incurred solely in connection with the transactions contemplated in this Termination Agreement. If, for any reason, any of the Purchase Price or any other amount is voided, rescinded, disgorged or must otherwise be returned by Administrative Agent, any other Financing Party or MVA as a result of Lessee’s insolvency, bankruptcy or otherwise, Lessee acknowledges and agrees that (x) such payment obligation shall be deemed to have continued in existence, notwithstanding any application by Administrative Agent, such other Financing Party or MVA, and (y) the Operative Documents shall continue to be effective or be reinstated, as the case may be, as to such amounts, all as though application by Administrative Agent, such other Financing Party or MVA had not been made.
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Examples of Facility Payoff Amount in a sentence

  • At the Closing, Parent shall pay or cause to be paid the Credit Facility Payoff Amount, in full, to the Persons entitled thereto as specified in the Debt Payoff Documents.

  • The Company shall have received and delivered to Parent payoff letter(s) in form and substance reasonably acceptable to Parent with respect to the payment of the Credit Facility Payoff Amount and the Company Expenses and the release of all Liens related thereto.

  • The Company shall have received and delivered to the Buyer (i) the Payoff Letters in form and substance reasonably acceptable to the Buyer with respect to the payment of the Credit Facility Payoff Amount and the release of all Encumbrances, in each case, related thereto and (ii) invoices from each third party entitled to receive any payment of Closing Company Expenses.

  • On the Closing Date, Purchaser shall deliver the Credit Facility Payoff Amount to the lender under the Credit Facility.

  • Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) only include good faith disagreements based on Closing Working Capital not being calculated in accordance with the Accounting Methodology or an error in the actual amount of the Credit Facility Payoff Amount.

  • All such documents (a) shall be, without the need for further action, automatically released from escrow upon receipt on the Payoff Date of payment of the Lease Facility Payoff Amount and the MVA Payoff Date Fees in accordance with the terms of this Termination Agreement and (b) may be filed for recordation, at Lessee’s expense, and upon direction from Lessee.

  • At the Closing, Parent shall pay to the Bank by wire transfer of immediately available funds in accordance with wire transfer instructions designated in writing by the Bank (such designation to be made at least two Business Days prior to the Closing Date), an amount equal to the Credit Facility Payoff Amount.

  • Lessee shall pay the Lease Facility Payoff Amount to Administrative Agent for the Facility on December 19, 2018 (the “Payoff Date”).

  • The Payoff Letters shall provide that, upon payment in full of the Credit Facility Payoff Amount and termination of the Existing Credit Facility at Closing, all guarantees of IEA and its Affiliates under the Existing Credit Facility shall be released.