Closing Payoff Debt. At the Closing, Purchaser or the Sellers shall repay the Closing Payoff Debt in the amounts and to the lender(s) indicated on the Payoff Letters.
Closing Payoff Debt Sample Clauses
Related to Closing Payoff Debt
Closing Payments At the Closing, Parent shall pay or cause to be paid the following amounts by wire transfers of immediately available funds:
Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.
Closing Payment The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, shall be paid, by wire transfer of immediately available federal funds (through the escrow described in Section 5 below), as and when provided in Section 5.2.2 below and in the “Escrow Agreement” (as hereinafter defined). The amount to be paid under this Section 3.2 is referred to herein as the “Closing Payment.”
Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.
Payment at Closing; Fee Letters The Borrower shall have paid to the Administrative Agent and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder (including, without limitation, legal (including, without limitation, local counsel) fees and expenses) and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.
Pre-Closing Collections Within two (2) Business Days after the Closing Date the Seller shall transfer to the account or accounts designated by Ally Auto (or by the Issuing Entity under the Further Transfer Agreements) all collections on the Receivables held by the Seller on the Closing Date, and conveyed to Ally Auto pursuant to Section 2.01.
Payoff Letter Agent shall have received, in form and substance reasonably satisfactory to Agent, a payoff letter from Existing Term Loan Agent providing that, among other things, all of the Indebtedness of the Loan Parties under the Existing Term Loan Documents has been paid and satisfied in full;
Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:
Payoff Letters The Company shall, no later than three Business Days prior to the Closing Date, obtain and deliver to Parent: (a) a copy of an executed payoff letter, in form and substance reasonably satisfactory to Parent, from each Noteholder and each creditor with respect to any other Company Indebtedness that will be outstanding as of 11:59 p.m. (California time) on the day immediately preceding the Closing Date, which payoff letter (each such payoff letter, a “Payoff Letter”) shall: (i) indicate the aggregate amount required to be paid to such creditor on the Closing Date (including the outstanding principal amount, accrued and unpaid interest and any premium, penalty, fee, Expense, breakage cost or other payment required to be made with respect to such Indebtedness) in order to fully discharge all obligations with respect to such Indebtedness and provide wire transfer information for such payment, (ii) state that upon receipt of the amount described in clause “(i)” above, the instruments evidencing such Indebtedness shall be terminated and (iii) state that all Liens and all guarantees in connection therewith relating to the assets and properties of the Acquired Companies securing such Indebtedness (if any) shall be, upon the payment of the amount described in clause “(i)” above on the Closing Date, released and terminated; (b) a UCC-3 termination statement terminating the security interests of each Person holding a security interest in the assets of any of the Acquired Companies in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; (c) forms of notices of termination for each account control agreement entered into in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; (d) forms of terminations for any intellectual property security agreements filed with the United States Patent and Trademark Office or United States Copyright Office in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; and (e) forms of notices of termination for any landlord or bailee waivers executed in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any. The Company shall cause the Payoff Letters to be updated, as necessary, on the Closing Date.
Transaction Costs Borrower shall have paid or reimbursed Lender for all title insurance premiums, recording and filing fees or taxes, costs of environmental reports, Physical Conditions Reports, appraisals and other reports, the fees and costs of Lender's counsel and all other third party out-of-pocket expenses incurred in connection with the origination of the Loan.
