Common use of Loan Payoff Clause in Contracts

Loan Payoff. Prior to or substantially concurrently with the Closing, the Company shall (i) pay, or cause to be paid (or in the case of any letters of credit, cash collateralize, to the extent Parent shall not have entered into an alternative arrangement with the issuing bank), all amounts necessary to fully repay all then outstanding loans and other obligations, (ii) use reasonable best efforts to terminate all commitments and release all related Liens and (iii) use reasonable best efforts to satisfy all applicable notification requirements, in each case of clause (i) through (iii) immediately above, under the Company Credit Agreement and the other Existing Loan Documents (as defined below); provided (x) Parent shall provide all funds required to effect such repayment (or cash collaterization), termination and release and (y) any notices related thereto shall be expressly conditioned on the Closing. The Company shall use reasonable best efforts to obtain, no later than three (3) Business Days prior to the Closing Date, a draft of, and on or prior to the Closing Date, an executed copy of, a customary payoff letter from the lenders (or administrative agent on their behalf) under the Company Credit Agreement (the “Payoff Letter”) for the Existing Loan Documents, which Payoff Letter shall provide, without limitation, (a) the amount of unpaid principal, all accrued but unpaid interest and all fees, expenses and other amounts and obligations required to be paid under the Company Credit Agreement and the other Loan Documents (as defined in the Company Credit Agreement) (collectively with the Company Credit Agreement, the “Existing Loan Documents”), including any prepayment fees and penalties, in order to repay all amounts due and owing under the Existing Loan Documents as of the Closing Date (the “Payoff Amount”) and (b) that immediately upon receipt of the Payoff Amount and subject to any applicable cash collateralization or similar requirements in the Existing Loan Documents, (i) all indebtedness, commitments, liabilities and other obligations (other than any obligations that, by their express terms or as otherwise specified in the Payoff Letter, survive termination of the Existing Loan Documents) under the Existing Loan Documents shall be paid and discharged in full, (ii) the Company Credit Agreement and other applicable Existing Loan Documents shall be terminated (other than provisions that by their express terms survive termination of the Existing Loan Documents), (iii) guarantees, if any, securing such borrowings or obligations under the Existing Loan Documents shall be automatically released and terminated and (iv) all security interests, pledges and Liens granted pursuant to the Existing Loan Documents shall be automatically released and the Company (or its designee, agent or representative) shall be authorized to prepare and file all appropriate termination filings and other documents to evidence the release of the security interests and termination of the obligations set forth in the Existing Loan Documents.

Loan Payoff. Prior to or substantially concurrently with At the Merger Closing, but contingent upon the Company occurrence of the Merger Closing, Parent shall (i) pay, or cause to be paid (or in paid, on behalf of the case of any letters of credit, cash collateralize, to the extent Parent shall not have entered into an alternative arrangement with the issuing bank)Company, all amounts necessary to pay and fully repay all then discharge the then-outstanding loans and other obligations, Obligations (ii) use reasonable best efforts to terminate all commitments and release all related Liens and (iii) use reasonable best efforts to satisfy all applicable notification requirements, in each case of clause (i) through (iii) immediately above, as defined under the Existing Credit Agreement) of the Company to the Collateral Agent and Lenders (as such terms are defined under the Existing Credit Agreement) under the Existing Credit Agreement and the other Existing Loan Documents (as such term is defined belowin the Existing Credit Agreement, and collectively with the Existing Credit Agreement, the “Existing Loan Documents”); provided . No less than five (x) Parent shall provide all funds required to effect such repayment (or cash collaterization), termination and release and (y) any notices related thereto shall be expressly conditioned on the Closing. The Company shall use reasonable best efforts to obtain, no later than three (35) Business Days prior to the Merger Closing Date, a draft of, and on or prior to the Closing Date, an executed copy of, Company shall obtain a customary payoff letter from the lenders (or administrative agent on their behalf) under the Company Credit Agreement Lenders (the “Payoff Letter”) for the Existing Loan Documents, which Payoff Letter shall provide, without limitation, : (a) the amount of the then-outstanding Obligations of the Company, including unpaid principal, all accrued but unpaid interest interest, any prepayment fees and penalties and all other fees, expenses and other amounts and obligations required to be paid under the Company Credit Agreement and the other Existing Loan Documents (as defined in the Company Credit Agreement) (collectively with the Company Credit Agreement, the “Existing Loan Documents”), including any prepayment fees and penalties, in order to repay all amounts due and owing under the Existing Loan Documents as of the Merger Closing Date (the “Payoff Amount”) and ), (b) that all financial accommodations under the Existing Loan Documents shall be terminated, (c) that effective immediately upon ▇▇▇▇▇▇▇’ receipt, via wire, of payment in full in cash of the Payoff Amount (the date of ▇▇▇▇▇▇▇’ receipt of the Payoff Amount and subject to any applicable cash collateralization or similar requirements in being the Existing Loan Documents“Payoff Date”), (i) all indebtedness, commitments, liabilities Obligations and other obligations (other than any obligations that, by their express terms or as otherwise specified in the Payoff Letter, survive termination of the Existing Loan Documents) under the Existing Loan Documents shall be paid and discharged in fullfull (provided, (ii) however, that those obligations that are expressly specified in any Existing Loan Document as surviving that respective agreement’s termination, including the Company Credit Agreement Warrants and other applicable Existing Loan Documents shall be terminated (other than provisions that by their express terms survive termination of the Company’s indemnity obligations set forth in the Existing Loan Documents, shall survive in accordance with their terms; it being understood for purposes of this Agreement that neither Parent nor Merger Sub shall have any obligation with respect to any Company Warrant following the Merger Closing, other than to pay a holder thereof the Offer Consideration with respect to the shares of Company Common Stock underlying any such Company Warrant exercised as of immediately prior to the Acceptance Time in accordance with Section 2.7), (iiid) that guarantees, if any, supporting or securing such borrowings or obligations under the Existing Loan Documents shall be be, on the Payoff Date, automatically released and terminated and (ive) that on the Payoff Date, all security interests, pledges and Liens ▇▇▇▇▇ granted pursuant to the Existing Loan Documents shall be automatically released terminated and the Company (or its designee, agent or representative) shall be authorized to prepare and file all appropriate termination filings and other documents to evidence the release of the security interests and termination of the obligations set forth in the Existing Loan Documents.

Loan Payoff. Prior to or substantially concurrently with the Merger Closing, the Company shall (i) pay, or cause to be paid (or in the case of any letters of credit, cash collateralize, to the extent Parent shall not have entered into an alternative arrangement with the issuing bank), all amounts necessary to fully repay all then outstanding loans and other obligations, (ii) use reasonable best efforts to terminate all commitments and release all related Liens and (iii) use reasonable best efforts to satisfy all applicable notification and consent requirements, in each case of clause (i) through (iii) immediately aboveas applicable, under the Company terms of the Existing Credit Agreement and the other Existing Loan Documents Agreement. No less than five (as defined below); provided (x) Parent shall provide all funds required to effect such repayment (or cash collaterization), termination and release and (y) any notices related thereto shall be expressly conditioned on the Closing. The Company shall use reasonable best efforts to obtain, no later than three (35) Business Days prior to the Merger Closing Date, a draft of, and on or prior to the Closing Date, an executed copy of, Company shall obtain a customary payoff letter from the lenders (or administrative agent on their behalf) under the Company Existing Credit Agreement (the “Payoff Letter”) for the Existing Loan DocumentsCredit Agreement, which Payoff Letter shall provide, without limitation, provide (a) the amount of unpaid principal, all accrued but unpaid interest and all fees, expenses and other amounts and obligations required to be paid under the Company Existing Credit Agreement and the other Loan Documents (as defined in the Company Existing Credit Agreement) (collectively with the Company Existing Credit Agreement, the “Existing Loan Documents”), including any prepayment fees and penalties, in order to repay all amounts due and owing under the Existing Loan Documents as of the Merger Closing Date (the “Payoff Amount”) and ), (b) that immediately all financial accommodations under the Existing Loan Documents shall be terminated, (c) that upon receipt of the Payoff Amount and subject to any applicable cash collateralization or similar requirements in the Existing Loan DocumentsAmount, (i) all indebtedness, commitments, liabilities and other obligations (other than any obligations that, by their express terms or as otherwise specified in the Payoff Letter, survive termination of the Existing Loan Documents) under the Existing Loan Documents shall be paid and discharged in full, (iid) the Company Credit Agreement and other applicable Existing Loan Documents shall be terminated (other than provisions that by their express terms survive termination of the Existing Loan Documents), (iii) guarantees, if any, securing such borrowings or obligations under the Existing Loan Documents shall be be, upon the payment of the Payoff Amount on the Merger Closing Date, automatically and irrevocably released and terminated and (ive) upon the payment of the Payoff Amount on the Merger Closing Date, that all security interests, pledges and Liens granted pursuant to the Existing Loan Documents shall be irrevocably and automatically released and the Company (or its designee, agent or representative) shall be authorized to prepare and file all appropriate termination filings and other documents to evidence the release of the security interests and termination of the obligations set forth in the Existing Loan Documents.