Payoff Amounts Clause Samples
The 'Payoff Amounts' clause defines the total sum that must be paid to satisfy a financial obligation or settle a debt under a contract. Typically, this clause outlines how the payoff amount is calculated, including principal, accrued interest, and any applicable fees or penalties up to the date of payment. For example, in a loan agreement, the payoff amount would be the full balance required to close out the loan early. The core function of this clause is to provide clarity and certainty regarding the exact amount owed, preventing disputes and ensuring both parties understand the financial requirements for full settlement.
Payoff Amounts. At the Closing, Acquiror or the Company shall pay (i) an amount sufficient to pay all unpaid Company Transaction Expenses (such aggregate amount, the “Company Payoff Amount”) and (ii) an amount sufficient to pay all unpaid Acquiror Transaction Expenses, all of which shall be paid by wire transfer of immediately available funds pursuant to wire instructions provided to Acquiror at least two (2) Business Days prior to the Closing by the Company Representative for the applicable owed parties with respect to the Company Transaction Expenses and by Acquiror with respect to the Acquiror Transaction Expenses.
Payoff Amounts. (a) Notwithstanding anything in the Note Purchase Agreement, any Note or any other Transaction Document to the contrary, (a) the Requisite Majority hereby agree that the Obligations to be repaid in connection with the occurrence of the Merger (as defined in that certain Agreement and Plan of Merger, dated as of June 11, 2017, by and among the Company, Parent and a wholly owned subsidiary of Parent (as amended, modified or restated from time to time in accordance with its terms, the “Merger Agreement”) are as set forth hereto as Annex II, and (b) promptly upon (but in no event later than one (1) business day after) the occurrence of the Merger, Parent shall pay or cause to be paid to each Investor its portion of the Obligations in such amounts as set forth on Annex II (such payments, the “Closing Payments”). Upon receipt of such amounts, (i) all outstanding Notes issued and purchased under the Note Purchase Agreement shall be deemed paid in full and shall be cancelled and of no further effect, (ii) the Note Purchase Agreement shall be terminated and the Company’s obligations thereunder and under the Notes shall be deemed satisfied and discharged, (iii) the security interest in favor of the Investors securing the Obligations shall terminate, (iv) the Company or their designee shall be authorized to file any UCC termination statements necessary to effect such termination and (v) the Investors will execute and deliver to Company any additional documents or instruments as Company shall reasonably request to evidence such termination.
(b) Upon the closing of the Merger, Parent shall reserve an amount equal to $1,000,000 (the “Closing Holdback Amount”), which Closing Holdback Amount shall be held by Parent as a source of recovery in respect of the indemnification obligations of the Investors, and which Closing Holdback Amount (or a portion thereof) shall be payable to the Investors, each in accordance with the terms of Section 4.
Payoff Amounts. Each of the Credit Parties agrees that the amounts set forth in Schedule III hereto represent the entirety of the Obligations of the Company with respect to each Credit Party. Each of the Credit Parties has not transferred or assigned (including, without limitation, any transfer, assignment or grant of any participation interest in), or entered into any agreement to transfer or assign, any Financing Document entered into by the Company or its Affiliates in favor of such Credit Party or all or any portion of the Obligations (or any interest therein).
Payoff Amounts. Prior to Closing, each of the Companies shall request and deliver to Kell▇▇▇▇▇ ▇▇▇off and estoppel letters from such holders of each of the Companies' outstanding Indebtedness as designated by Kell▇▇▇▇▇, ▇▇ich letters shall contain payoff amounts, per diem interest, wire transfer instructions and an agreement to deliver, upon payment in full, UCC-3 termination statements, FAA lien releases, satisfactions of mortgage and any original promissory notes or other evidences of indebtedness marked canceled.
Payoff Amounts. Immediately prior to the Effective Time, LAI shall deliver to CMC a certificate or instrument, satisfactory in form and substance to CMC, executed by a duly authorized representative of the Senior Lenders that sets forth the Senior Obligations Payoff Amount. At the Effective Time, Sub, and immediately upon consummation of the Merger, Surviving Corporation shall be capitalized by CMC with cash equal to the sum of (a) the Senior Obligations Payoff Amount plus (b) the Churchill Payoff Amount. Simultaneously with and as part of the Closi▇▇, ▇▇▇ ▇urviving Corporation shall remit (x) to the Senior Lenders by wire transfer in immediately available funds the Senior Obligations Payoff Amount, (y) to the Escrow Agent into the Escrow Fund the Escrow Fund Amount, and (z) to Churchill by wire transfer in immediately available funds an amount e▇▇▇▇ ▇▇ ▇he Churchill Closing Payment Amount. CMC shall cause the Surviving Corpo▇▇▇▇▇▇ ▇▇ make the foregoing remissions and deposits.
Payoff Amounts. Prior to Closing, the Company shall request and deliver to USE payoff and estoppel letters from such holders of the Company's outstanding Indebtedness as designated by USE, which letters shall contain payoff amounts, per diem interest, wire transfer instructions and an agreement to deliver, upon payment in full, UCC-3 termination statements, satisfactions of mortgage and any original promissory notes or other evidences of indebtedness marked canceled.
Payoff Amounts. Notwithstanding anything in the Credit Agreement or the other Loan Documents to the contrary, the Collateral Agent shall apply any amounts on deposit in any of the Accounts as indicated in the final flow of funds memorandum (the “Flow of Funds Memorandum”) delivered to the Collateral Agent by, or on behalf of, the Borrower, to each Outgoing Lender listed therein in immediately available funds (the “Payoff Amounts”). For the purposes of this Agreement, “Outgoing Lender” means each Lender listed in Annex B.
Payoff Amounts. Simultaneously with the Closing, Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, the Payoff Amounts by wire transfer of immediately available funds to the recipients specified in the Payoff Documentation. The parties acknowledge that the Payoff Amounts are obligations of the Seller, incurred on or before the Closing Date, and nothing in this Agreement shall be deemed to make them obligations of Purchaser. Payment of such Payoff Amounts by Purchaser (whether directly or indirectly) or any of its Affiliates on behalf of Seller on the Closing Date is being made for convenience only.
Payoff Amounts. Each person designated to receive a payment and set forth on Section 6.18 of the Disclosure Schedule shall, prior to the Closing Date, deliver to Parent a payoff letter to the effect that upon receipt of such payment such recipient shall have been paid in full for all fees and services performed on or prior to the Effective Time all such amounts which shall be reflected in the calculation of Estimated Working Capital.
Payoff Amounts. At the Closing, the Purchaser shall pay on behalf of Sellers and the Company (i) to each holder of Indebtedness listed on the Payoff Certificate, the Payoff Amount specified in the Payoff Certificate as being owed to such holder of Indebtedness, and (ii) to each identified payee of Seller Transaction Expenses, the amount of the Seller Transaction Expenses due to such payee as reflected on the Payoff Certificate.