Pay-Off Documents definition

Pay-Off Documents is defined in Section 2.7.2.
Sample 1
Pay-Off Documents means those lender payoff letters with respect to all Indebtedness of the Transferred Companies outstanding immediately prior to the Closing signed by the applicable lender(s), as well as UCC-3 termination statements (all of which are to be delivered at Closing).
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Pay-Off Documents means: (a) payoff letters or other reasonable documentation for the repayment of all Buyer Closing Debt, in a form reasonably acceptable to Buyer, which shall indicate that the applicable lenders of the Buyer Closing Debt have agreed to release immediately any Liens on the assets and property of the Company, including the redelivery of any stock certificates held pursuant to any such terminated stock pledge agreements; and (b) statements of satisfaction in full from any recipient of any Transaction Expenses or other reasonable documentation evidencing same.
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Examples of Pay-Off Documents in a sentence

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  • At the Closing, Buyer will wire, on Sellers' behalf, in immediately available funds, pursuant to appropriate Pay-Off Documents and instructions provided by Parent, the Closing Indebtedness.

  • The Humanitarian Pledge (2015) originates with the 2015 HI Conference in Vienna, where it was introduced as Austrian Pledge.

  • No later than two (2) Business Days prior to the Closing, Seller shall deliver to Buyer in good faith (and based on the Pay-Off Documents) the Estimated Balance Sheet and a written statement (the “Estimated Closing Statement”) setting forth the estimated Closing Indebtedness, the estimated Company Transaction Expenses, the Estimated Cash, the Estimated Change in Working Capital, the Estimated Outstanding Checks, and the calculation of such amounts.

  • Prior to the Closing, Sellers have estimated in good faith (and based upon the Pay-Off Documents) the amount of the Closing Working Capital, Closing Indebtedness and Selling Expenses as of 11:59p.m. Eastern Standard Time on the Closing Date, and delivered to Buyer a certificate setting forth such estimates (the “Closing Certificate”).


More Definitions of Pay-Off Documents

Pay-Off Documents has the meaning set forth in Section 2.03(a)(viii).
Sample 1
Pay-Off Documents has the meaning set forth in Section 2.02(b).
Sample 1
Pay-Off Documents is defined in Section 2.3.2. “Permits” is defined in Section 4.11.
Sample 1
Pay-Off Documents is defined in Section 3.3.
Sample 1
Pay-Off Documents means documentation obtained by Grande Holdings or Grande Operating from each holder of Funded Debt or an agent or trustee therefor: (a) setting forth the amount or amounts to be paid on the Closing Date in order to repay in full or defease all such Funded Debt and any related obligations (including to pay any accrued interest or other amounts that may be payable), (b) providing that, upon the payment of such amount(s), any Encumbrance securing such Funded Debt or any such related obligation shall be deemed released all related Contracts shall be deemed terminated, (c) providing for the execution, delivery, filing or recording of any document, or any other action that may be required, in order to evidence such release (including, with respect to the Indenture, written instructions from Grande Holdings to the trustee to deliver the Grande Operating Common Stock certificates to Parent), (d) addressing such other usual and customary matters as Parent or any provider of Financing or agent therefor may reasonably require relating to the repayment or defeasance of such Funded Debt and other obligations, in each case in form and substance reasonably acceptable Parent, and (e) any other related documents required or reasonably requested by the holders thereof; provided, that the Note Purchase Agreement, together with any documentation required by or meeting the requirements of the Indenture with respect to the mandatory redemption of any Senior Secured Notes not tendered pursuant to the Note Purchase Agreement to redeem such Senior Secured Notes shall be deemed to be reasonably acceptable to Parent.
Sample 1

Related to Pay-Off Documents

  • Spin-Off Documents means the Separation and Distribution Agreement, the Indemnity Agreement, the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Intellectual Property Agreement and the Trademark License Agreement and the documents evidencing Indebtedness in respect of the Distribution Date Payment and the Post-Distribution Debt Payment, together with any other agreements, instruments or other documents entered into in connection with any of the foregoing, each as amended from time to time.

  • Schedule of Documents means the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with the Sale Agreement, the Funding Agreement and the other Related Documents and the transactions contemplated thereunder, substantially in the form attached as Annex Y to the Funding Agreement and the Sale Agreement.

  • Related Real Estate Documents with respect to any Real Estate subject to a Mortgage, the following, in form and substance satisfactory to Agent and received by Agent for review at least 10 days prior to the effective date of the Mortgage: (a) a mortgagee title policy (or binder therefor) covering Agent’s interest under the Mortgage, in a form and amount and by an insurer acceptable to Agent, which must be fully paid on such effective date; (b) such assignments of leases, estoppel letters, attornment agreements, consents, waivers and releases as Agent may require with respect to other Persons having an interest in the Real Estate; (c) a current, as-built survey of the Real Estate, containing a metes-and-bounds property description and flood plain certification, and certified by a licensed surveyor acceptable to Agent; (d) flood insurance in an amount, with endorsements and by an insurer acceptable to Agent, if the Real Estate is within a flood plain; (e) a current appraisal of the Real Estate, prepared by an appraiser acceptable to Agent, and in form and substance satisfactory to Required Lenders; (f) an environmental assessment, prepared by environmental engineers acceptable to Agent, and accompanied by such reports, certificates, studies or data as Agent may reasonably require, which shall all be in form and substance satisfactory to Required Lenders; and (g) an Environmental Agreement and such other documents, instruments or agreements as Agent may reasonably require with respect to any environmental risks regarding the Real Estate.

  • RFP Documents means the following documents to be entered into by the parties to the respective agreements in connection with the supply of power:

  • Receivables Documents means all documentation relating to any receivables financing program providing for the sale of some or all Receivables Facility Assets by Company and its Subsidiaries (whether or not to a Receivables Subsidiary) in transactions purporting to be sales and shall include the documents evidencing any Permitted Accounts Receivable Securitization and any Receivables Factoring Facility.

  • Mortgage Documents With respect to each Mortgage Loan, the mortgage documents required to be delivered to the Custodian pursuant to each Custodial Agreement.

  • Custodial Agreements The Custodial Agreements, listed in Exhibit F hereof, as each such agreement may be amended or supplemented from time to time as permitted hereunder.

  • Company IP Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to xxx, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.

  • Material Documents has the meaning set forth in Section 5.23.

  • Transfer Documents shall have the meaning set forth in Section 2.1(b).

  • Medicare Advantage The Medicare managed care options that are authorized under Title XVIII as specified at Part C and 42 C.F.R. § 422.

  • Provider Agreements means all participation, provider and reimbursement agreements or arrangements now or hereafter in effect for the benefit of Tenant or any Manager in connection with the operation of any Facility relating to any right of payment or other claim arising out of or in connection with Tenant’s participation in any Third Party Payor Program.

  • Seller Agreements means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, [the Insurance Agreement, the Indemnification Agreement] and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. [Name of representative of underwriters] is acting as representative of the Underwriters and in such capacity, is hereinafter referred to as the "Representative." The offering of the Notes will be made by the Underwriters and the Companies understand that the Underwriters propose to make a public offering of the Notes for settlement on _____________, 20__ as the Underwriters deem advisable. The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.

  • Funding Agreements means all or any of the agreements or instruments to be entered into by a Project Service Provider or any of their Associates relating to the financing of its business of providing services pursuant to the terms of any Project Agreements, excluding always the Project Agreements themselves;

  • Pre-Existing Materials means the pre- existing materials (a) specified in a Statement of Work, including all documents, data, know-how, methodologies, software and other materials, including computer programs, source code, reports and specifications, or (b) provided by or used by Service Provider in connection with performing the Services, in each case developed or acquired by the Service Provider prior to the commencement of this Agreement.

  • Subservicing Agreements As defined in Section 3.02(a).

  • Control Documents means the following Contracts to be entered into prior to or on the Closing: (i) the Exclusive Business Cooperation Agreement (独家业务合作协议) entered into by and between Ecommerce Company and the Domestic Company, (ii) the Exclusive Option Agreement (独家购买权协议) entered into by and among Ecommerce Company, the Domestic Company and all of the shareholders of the Domestic Company, (iii) the Proxy Agreement (委托协议) and Power of Attorney (授权委托书) entered into by and the among Ecommerce Company, the Domestic Company and the shareholders of the Domestic Company, (iv) the Equity Pledge Agreement (股权质押协议) entered into by and among Ecommerce Company, the Domestic Company and the shareholders of the Domestic Company and (v) the Spousal Consent (配偶同意函) to be signed by the spouse of each shareholder of the Domestic Company, each as amended from time to time.

  • Purchased Asset Documents means, with respect to a Purchased Asset, the documents comprising the Purchased Asset File for such Purchased Asset.

  • Documents includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced.

  • Permitted Receivables Documents means all documents and agreements evidencing, relating to or otherwise governing a Permitted Receivables Financing.

  • Computer software documentation means owner's manuals, user's manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using the software.

  • Cooperative Loan Documents As to any Cooperative Loan, (i) the Cooperative Shares, together with a stock power in blank; (ii) the original executed Security Agreement and the assignment of the Security Agreement endorsed in blank; (iii) the original executed Proprietary Lease and the assignment of the Proprietary Lease endorsed in blank; (iv) the original executed Recognition Agreement and the assignment of the Recognition Agreement (or a blanket assignment of all Recognition Agreements) endorsed in blank; (v) the executed UCC-1 financing statement with evidence of recording thereon, which has been filed in all places required to perfect the security interest in the Cooperative Shares and the Proprietary Lease; and (vi) executed UCC-3 financing statements (or copies thereof) or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation).

  • Title Documents shall have the meaning set forth in Section 4.1.

  • Relevant Funding Agreements means the agreement or agreements entered into by the Company and the Secretary of State under section 1 of the Academies Act 2010 for the establishment of each Academy, including any variation or supplemental agreements thereof;

  • Credit Enhancement Agreements means, collectively, any documents, instruments, guarantees or agreements entered into by the Issuer, any of its Restricted Subsidiaries or any Securitization Entity for the purpose of providing credit support (that is reasonably customary as determined by Issuer’s senior management) with respect to any Permitted Funding Indebtedness or Permitted Securitization Indebtedness.

  • L/C Documents means, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (i) the rights and obligations of the parties concerned or at risk or (ii) any collateral security for such obligations.