Pay-Off Letters definition

Pay-Off Letters means the letters, and any updates thereto, to be sent by each lender of the Company and its Subsidiaries to the Company and Parent prior to Closing, other than with respect to the Loan Amount, which letters shall among other things specify the aggregate amount of Indebtedness that will be outstanding as of the Effective Time under each note, loan agreement or other similar instrument and wire transfer information for each such lender to be paid at Closing.

Pay-Off Letters means each payoff letter in respect of the Pay-Off Indebtedness, in form and substance reasonably satisfactory to the Administrative Agent.

Pay-Off Letters has the meaning set forth in Section 1.6.2.

Examples of Pay-Off Letters in a sentence

• The Administrative Agent shall have received executed Pay-Off Letters terminating and cancelling the Pay-Off Indebtedness in full, in form and substance reasonably acceptable to it.

• The Pay-Off Letters shall include the full repayment of all amounts due under clause (i) of the definition of Funded Indebtedness.

• At Closing, Buyer shall also pay the Indebtedness Amount included in the calculation of the Estimated Adjustment Amount, in such amounts and to such accounts, and as set forth in the Pay-Off Letters.

• CONDITIONS PRECEDENT TO OBLIGATIONS OF LIFEPOINT SUB AND THE JOINT VENTURE 38 7.1. Compliance with Representations and Covenants 39 7.2. Consents 39 7.3. Governmental Approvals 39 7.4. Action/Proceeding 39 7.5. Closing Documents 39 7.6. Material Adverse Changes 39 7.7. Insurance 39 7.8. Title and Survey 40 7.9. Pay-Off Letters; Releases 40 7.10.

• Prior to the Closing, Company shall obtain pay-off letters (in form and substance satisfactory to Parent) from payees in respect of at least 90.0% of the aggregate amount all Assumed Transaction Expenses and Debt (the “Assumed Transaction and Debt Pay-Off Letters”), which Assumed Transaction Expenses and Debt Pay-Off Letters shall be dated within five (5) days of the Closing Date and shall include pay-off amounts in respect of Assumed Transaction Expenses and Debt as of the Closing Date.

More Definitions of Pay-Off Letters

Pay-Off Letters shall have the meaning set forth in Section 2.10(b)(v). 13

Pay-Off Letters has the meaning set forth in Section 2.02(c)(iv).

Pay-Off Letters has the meaning set forth in Section 1.4.

Pay-Off Letters has the meaning set forth in Section 7.2(g).

Pay-Off Letters has the meaning provided such term in Section 7.2(i).

Pay-Off Letters means letters, in form and substance reasonably satisfactory to Foothill, from other lenders, secured creditors, or lessors respecting the amount necessary to (a) repay in full all of the obligations of Borrower owing to such lenders, secured creditors, and/or lessors and (b) obtain (i) terminations/releases of all of the security interests or liens existing in favor of such lenders, secured creditors, and/or lessors in and to the properties or assets of Borrower and (ii) good and marketable title to such properties or assets (in the case of leased property).

Pay-Off Letters as set forth in Section 2.4.1(a).