Payout Letter definition

Payout Letter means a letter or other document confirming the amount of the Credit Facility Obligations outstanding as of the Closing Date (or methodology to calculate the same), and pursuant to which the Secured Creditors undertake and confirm that, upon receipt of an amount equal to the outstanding Credit Facility Obligations as of the Closing Date, the Loan Documents will automatically be terminated and all Liabilities of the Seller and its partners and their respective Affiliates thereunder (including, for greater certainty, pursuant to Support and Affiliate Obligations), and all Liens granted to the Secured Creditors pursuant thereto, will automatically be released as of the Closing Date, and pursuant to which such Secured Creditors will undertake to perform all necessary actions to discharge their Liens in connection with the Loan Documents, including all real property Lien registrations, within the period of time following Closing agreed upon by the Secured Creditors, the Purchaser and the Seller Parent and set forth in such letter or other document, such letter or other document to be in form and substance satisfactory to the Purchaser and Seller Parent, each acting reasonably.
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Payout Letter means, with respect to the Credit Facility, a letter from HSBC Bank Canada as the lender under such Credit Facility addressed to any of the Acquired Company or the Subsidiary, which letter sets forth the Credit Facility Debt Amount required to be repaid to the lender as at the Closing Date and contains an undertaking from the lender to discharge (or grant the authority to discharge) all security interests in favour of such lender relating to the Credit Facility upon the redemption, repayment or satisfaction of all obligations in respect of the Credit Facility Debt Amount as set out in such letter;
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Payout Letter has the meaning set out in Section 3.1.
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Examples of Payout Letter in a sentence

  • The liens listed on Exhibit 2.1(a)(x) have been released on or prior to Closing or Seller has obtained a payout letter (the "Payout Letter") from the lender holding the mortgage listed on Exhibit 2.1(a)(x) which commits the lender to release the liens upon payment of the sum stated in such letter.

  • Subject to Section 2.05(b), Purchaser shall have received a Payout Letter in respect of all Credit Facility Obligations.

  • Seller shall deliver either (i) a release, in recordable form, of the Liens disclosed on Exhibit 2.1(a)(x) or (ii) the Payout Letter.

  • The Payout Letter in respect of the Credit Facility shall have been delivered to the Purchaser.

  • Seller shall use the proceeds of the Purchase Price or so much of said proceeds as is necessary to make payment on the loan or loans in the amounts set forth in the Payout Letter or to otherwise make payments required to obtain to obtain the release of the liens described in Exhibit 2.1(a)(x).

  • Payout Letter.............................................................................

  • Subject to Section 2.05(b), Seller Parent shall have received a Payout Letter in respect of all Credit Facility Obligations.


More Definitions of Payout Letter

Payout Letter means, with respect to any Payout Creditor, a letter or other instrument addressed by such Payout Creditor to Purchaser and the applicable Acquired Company, setting out the Indebtedness including any "make-whole" payments, prepayment premiums or penalties for early repayment) owing to such Payout Creditor as at the Closing Date and containing an irrevocable undertaking from such Payout Creditor to terminate all financial instruments relating to such Indebtedness and to take all required actions to release and discharge at Closing all Liens in respect thereof, subject only to receipt by such Payout Creditor of the payment of such Indebtedness.
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Payout Letter has the meaning attributed to such term in Section 2.4(2).
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Payout Letter means the customary payout letter from the Payout Creditors addressed to the Corporation (or other members of the Group, as applicable), in form and substance satisfactory to the Vendors’ Representatives and the Purchaser, each acting reasonably.
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