Partial Payoff definition
Examples of Partial Payoff in a sentence
To the extent that the sum of any remaining excess, the Payahead Balance and one payment can be applied to prepay the Precomputed Receivable in full, such remaining excess shall constitute a partial payoff of such Precomputed Receivable ( a "Partial Payoff").
The obligation of the Company to consummate the Split-Off is subject to the occurrence of (i) the Closing in accordance with the terms of the Merger Agreement and (ii) the Partial Payoff, including the release of any and all Encumbrances on the SplitCo Assets in connection therewith, in accordance with the terms of the Payoff Letter.
Titan and Borrowers will provide to Lender evidence of the source of the Partial Payoff Amount in form, substance and detail acceptable to Lender in its sole discretion, all on or before 12:00 Noon (Kansas City, Missouri local time) November 25, 2008.
Excepting any professional fees of Buyer, Sellers shall bear, without duplication, all of the fees, costs and expenses associated with the matters contemplated by this Section 6.20(a), including all Partial Payoff Amounts (by virtue of all such Partial Payoff Amounts being included in the calculation of Closing Indebtedness).
To the extent that the sum of any remaining excess, the Payahead Balance and one payment can be applied to prepay the Precomputed Receivable in full, such remaining excess shall constitute a partial payoff of such Precomputed Receivable (a "Partial Payoff").
Upon receipt, the Partial Payoff Amount will first be applied against outstanding Special Advances and thereafter, to other any other indebtedness of Borrower to Lender, all in such order and manner as Lender determines in its sole discretion.
In reliance upon the representations, warranties and covenants of the Loan Parties expressly set forth in this Amendment No. 1, and subject to the express terms and conditions of this Amendment No. 1, upon the Amendment Effective Date, The Bank of Nova Scotia hereby fully and irrevocably waives its right under Section 3.2 of the Loan Agreement to receive a pro rata portion of the Partial Payoff Amount and disclaims any rights to the Partial Payoff Amount (collectively, the “Waiver”).
In no event will the Partial Payoff Amount be sourced from (i) new indebtedness except as described above or (ii) funds from the operations of Borrowers.