Debt Payoff. At the Closing, Buyer shall pay (or cause to be paid) the amount specified in each Payoff Letter to the extent not paid prior to the Closing.
Debt Payoff. The Company shall have paid off all outstanding debt for money borrowed and terminated all existing bank lines of credit.
Debt Payoff. Prior to the Closing, the Company shall, and shall cause each of its Subsidiaries to, deliver notices of prepayment or redemption within the time periods required by the relevant agreements governing the Company’s existing Borrowed Money Debt, obtaining customary lien terminations and instruments of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full upon the Closing, of all of each of the Company and its Subsidiaries’ existing Borrowed Money Debt other than any Borrowed Money Debt permitted under this Agreement to remain outstanding after the Closing Date as set forth on Schedule 7.10.
Debt Payoff. At the Company Merger Effective Time, Parent shall (on behalf of the Surviving Company) pay, or, subject to Section 2.7, to the extent the Surviving Company has sufficient immediately available funds at such time, instruct the Surviving Company to pay, all amounts necessary in order to (i) fully discharge all outstanding Indebtedness under the Credit Agreements and all other obligations under the Credit Agreements (and all other obligations, including Encumbrances, secured on the same collateral securing the Credit Agreements), (ii) backstop any letters of credit issued under the Credit Agreements that are not cash-collateralized pursuant to clause (i) above or cause such letters of credit to be deemed issued under the Debt Financing, (iii) fully discharge all outstanding Indebtedness and other obligations with respect to the Company Notes and (iv) fully discharge any other Indebtedness that Parent and the Company have agreed in their reasonable judgment (exercised in good faith) should be repaid in connection with the Debt Financing, in each case, in accordance with the Payoff Documents (to the extent applicable) in order to terminate all applicable obligations and liabilities of the Company and any of its Subsidiaries and Affiliates related to the Credit Agreements, Company Notes and other such Indebtedness identified in clause (iv) (such amounts in clauses (i) through (iv), in the aggregate, the “Debt Payoff Amount”).
Debt Payoff. At the Effective Time, Purchaser shall (on behalf of the Surviving Corporation) pay, or to the extent the Surviving Corporation has sufficient immediately available funds at such time, instruct the Surviving Corporation to pay, the amounts payable under each Payoff Letter to the Persons set forth therein with respect to the Payoff Indebtedness, including the amounts payable to the Lender under the Payoff Letter with the Lender, by wire transfer of immediately available funds to the account or accounts designated in such Payoff Letter.
Debt Payoff. On behalf of the Surviving Corporation, the amounts payable under the Debt Payoff Letter (the “Debt Payoff Amount”), by wire transfer of immediately available funds to the account or accounts designated in the Debt Payoff Letter in order to terminate all applicable obligations and liabilities of the Company, its Subsidiaries and their respective Affiliates related to the Credit Agreements.
Debt Payoff. Proper documentary evidence of the full ----------- payment and satisfaction of all debt of Seller with respect to which there are any Encumbrances upon any of the Specified Assets; together with all documents reasonably requested by Buyer to remove all such Encumbrances on the Specified Assets, including, but not limited to, UCC-3 termination forms duly executed by the secured parties and mortgage satisfaction and release forms duly executed by the mortgagees, and UCC-3 termination forms duly executed by former secured parties for which UCC-1 financing statements remain of record, in each case in form acceptable for immediate filing with the appropriate state or local governmental office.
Debt Payoff. At the Closing, Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Indebtedness of the Company and its Subsidiaries on a consolidated basis as of the Closing Date owed to the Payoff Persons, in accordance with any such payoff letters provided by the Company to Purchaser pursuant to Section 7.4, by wire transfer of immediately available funds to the account(s) designated in such payoff letters by the holders of such Indebtedness.
Debt Payoff. At the Closing, Parent shall pay or cause to be paid on behalf of the Surviving Corporation, the amounts payable under the Debt Payoff Letters (the “Debt Payoff Amount”), by wire transfer of immediately available funds to the account or accounts designated in the respective Debt Payoff Letters in order to terminate all applicable obligations and liabilities of the Corporation and its Subsidiaries under the Credit Agreements.
Debt Payoff. The Corporation shall deliver to the Parent at least one (1) Business Day prior to the Effective Time, an executed customary payoff letter and lien terminations with respect to the Existing Credit Agreement, in each case, in form and substance reasonably acceptable to the Parent, subject to receipt by the Lenders (as defined in the Existing Credit Agreement) of the applicable payoff amount, for the release of all liens related to, and the prepayment, payoff, discharge and termination in full of all obligations outstanding under the Existing Credit Agreement (other than claims that expressly survive termination of the Existing Credit Agreement) (it being understood that the Corporation shall provide a draft of the payoff letter to the Parent at least three (3) Business Days prior to the Effective Time) subject to the occurrence of the Effective Time.
