Payoff Letters. Seller shall use its commercially reasonably efforts to deliver to Buyer, at least three Business Days prior to the Closing Date, copies of executed payoff letters, in customary form (the “Payoff Letters”), from the lenders under the Credit Facility and each other item of Closing Indebtedness that (a) confirm the aggregate outstanding amount required to be paid to fully satisfy the Credit Facility and such other Closing Indebtedness as of the anticipated Closing Date (and the daily per diem accrual of interest thereafter) (the “Payoff Amount”), (b) provide that upon (i) receipt of the applicable Payoff Amount and (ii) the consummation of arrangements satisfactory to the issuers thereof, the Credit Facility and such other Closing Indebtedness shall be terminated except for indemnification and reimbursement obligations which by their terms expressly survive the termination of the Credit Facility and such other Closing Indebtedness and (c) provide that (i) all Indebtedness, Liens and all guarantees granted in connection with the Credit Facility and such other Closing Indebtedness shall be, upon the payment of the Payoff Amount at the Closing, automatically released, terminated and discharged and (ii) the Companies, Buyer or their designees are authorized from and after the Closing to file all Uniform Commercial Code termination statements as are necessary to effectuate, or reflect of public record, the release and discharge of such Liens. Prior to the Closing Date, Seller shall obtain all documents, terminations and releases (including with respect to outstanding mortgages), as are reasonably necessary to release such Liens as of the Closing upon receipt of the applicable Payoff Amount. Seller shall be responsible for all costs, expenses, fees and other amounts payable in connection with the request for the Payoff Letters.
Payoff Letters. A pay-off letter from the holder of any mortgage or deed of trust presently encumbering the Real Property indicating all sums required to satisfy the debt secured by and permit the discharge of record the lien of such mortgage or deed of trust;
Payoff Letters. The Company will have delivered to Buyer (a) the Payoff Letters, duly executed by the applicable holders of Closing Indebtedness to be paid at Closing, and (b) any other customary applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), releasing and terminating any and all Liens (other than Permitted Liens), relating to borrowed money of the Company, in each case, in form and substance reasonably satisfactory to Buyer.
Payoff Letters. The Company shall use reasonable best efforts to obtain and deliver to Parent no later than five (5) Business Days prior to the Effective Time customary payoff letters with respect to (i) the satisfaction and release of all of the Company and its Subsidiaries’ liabilities and obligations (including all indebtedness for borrowed money, if any, of the Company and its Subsidiaries outstanding as of the Closing, but excluding any indemnification obligations that survive termination) under the Contracts set forth in Section 5.05 of the Company Disclosure Letter (the “Loan Documents”), (ii) the termination of the Loan Documents and (iii) the release of all Liens held pursuant to or otherwise related to the Loan Documents.
Payoff Letters. Payoff letters in customary form satisfactory to Parent (specifying effectiveness upon receipt of payment) with respect to all payments relating to any Debt and Transaction Costs in amounts not greater than the amounts set forth in the Estimated Closing Statement shall have been executed by each of the Persons to whom such amounts are owed as of the Closing and delivered to the Company and Parent.
Payoff Letters. The Buyer shall have received payoff letters reasonably acceptable to it with respect to the payment of the Credit Agreement Outstanding Payoff Amount and the release of any Encumbrance related thereto.
Payoff Letters. The Administrative Agent shall have received a copy of a duly executed payoff letter, in form and substance satisfactory to the Administrative Agent, evidencing the payment in full and termination of the Existing Credit Agreement.
Payoff Letters. Agent shall have received (i) a payoff letter, in form and substance satisfactory to Agent in its Permitted Discretion, from any holder of Indebtedness of any Borrower secured by a Lien on the Collateral which is not a Permitted Encumbrance, (ii) evidence of the repayment in full of the Indebtedness of Borrowers under the Existing Shareholder Term Loan Agreements and (iii) evidence that upon the filing of any applicable termination statements the filing of which has been authorized to occur upon the consummation of the Transactions, no Liens or Indebtedness which are not permitted under this Agreement shall remain in place after the Closing Date;
Payoff Letters. Payoff letters with respect to any outstanding Indebtedness of the Company duly executed by the lender(s) or agent, indicating that (a) upon payment of the applicable amounts specified in such payoff letter, all outstanding obligations of the Company arising under or related to such outstanding Indebtedness shall be repaid and extinguished in full and (b) that such lender(s) or agent shall release any Liens and other security interests in, and agree to deliver Uniform Commercial Code termination statements and such other documents or endorsements necessary to release of record its Liens and other security interest in, the Assets and properties of the Company;
Payoff Letters. Payoff letters, in form and substance satisfactory to Purchaser, evidencing the discharge or payment in full of the Repaid Indebtedness (the “Payoff Letters”), in each case duly executed by each holder of such Repaid Indebtedness, with an agreement to provide termination statements on Form UCC-3, or other appropriate releases following any payoff thereof, which when filed will release and satisfy any and all Liens relating to such Repaid Indebtedness, together with proper authority to file such termination statements or other releases at and following the Closing;
