Common use of Closing Schedule Clause in Contracts

Closing Schedule. (a) Not more than five (5) Business Days, but in no event less than one (1) Business Day, prior to the Closing Date, the Company shall deliver to Parent draft payoff letters from the lenders (followed by final payoff letters from such lenders at the Closing) with respect to all Indebtedness for Borrowed Money of the Company and the Company Subsidiaries that will remain unpaid immediately prior to the Effective Time, which payoff letters shall indicate that the lenders of such Indebtedness for Borrowed Money will agree to release all Liens in respect of such Indebtedness for Borrowed Money relating to the assets and properties of the Company and the Company Subsidiaries upon receipt of the amounts indicated in such payoff letters, and (b) at the Closing, the Company shall deliver to Parent a revised and final Schedule I (the "Final Schedule I"), substantially in the form attached hereto. The parties agree that the Parent Parties and the Surviving Company shall be entitled to rely on Final Schedule I in making payments to the Paying Agent and the Surviving Company for the benefit of the Equityholders pursuant to this Agreement and that the Parent Parties and the Surviving Company shall not be responsible for the calculations or the determinations regarding such calculations in such Final Schedule I.