Payoff Amounts. At the Closing, Acquiror or the Company shall pay (i) an amount sufficient to pay all unpaid Company Transaction Expenses (such aggregate amount, the “Company Payoff Amount”) and (ii) an amount sufficient to pay all unpaid Acquiror Transaction Expenses, all of which shall be paid by wire transfer of immediately available funds pursuant to wire instructions provided to Acquiror at least two (2) Business Days prior to the Closing by the Company Representative for the applicable owed parties with respect to the Company Transaction Expenses and by Acquiror with respect to the Acquiror Transaction Expenses.
Payoff Amounts. (a) Notwithstanding anything in the Note Purchase Agreement, any Note or any other Transaction Document to the contrary, (a) the Requisite Majority hereby agree that the Obligations to be repaid in connection with the occurrence of the Merger (as defined in that certain Agreement and Plan of Merger, dated as of June 11, 2017, by and among the Company, Parent and a wholly owned subsidiary of Parent (as amended, modified or restated from time to time in accordance with its terms, the “Merger Agreement”) are as set forth hereto as Annex II, and (b) promptly upon (but in no event later than one (1) business day after) the occurrence of the Merger, Parent shall pay or cause to be paid to each Investor its portion of the Obligations in such amounts as set forth on Annex II (such payments, the “Closing Payments”). Upon receipt of such amounts, (i) all outstanding Notes issued and purchased under the Note Purchase Agreement shall be deemed paid in full and shall be cancelled and of no further effect, (ii) the Note Purchase Agreement shall be terminated and the Company’s obligations thereunder and under the Notes shall be deemed satisfied and discharged, (iii) the security interest in favor of the Investors securing the Obligations shall terminate, (iv) the Company or their designee shall be authorized to file any UCC termination statements necessary to effect such termination and (v) the Investors will execute and deliver to Company any additional documents or instruments as Company shall reasonably request to evidence such termination.
Payoff Amounts. Each of the Credit Parties agrees that the amounts set forth in Schedule III hereto represent the entirety of the Obligations of the Company with respect to each Credit Party. Each of the Credit Parties has not transferred or assigned (including, without limitation, any transfer, assignment or grant of any participation interest in), or entered into any agreement to transfer or assign, any Financing Document entered into by the Company or its Affiliates in favor of such Credit Party or all or any portion of the Obligations (or any interest therein).
Payoff Amounts. At the Closing, Buyer shall make or cause to be made the following payments (the “Payoff Amounts”):
Payoff Amounts. Simultaneously with the Closing, Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, the Payoff Amounts by wire transfer of immediately available funds to the recipients specified in the Payoff Documentation. The parties acknowledge that the Payoff Amounts are obligations of the Seller, incurred on or before the Closing Date, and nothing in this Agreement shall be deemed to make them obligations of Purchaser. Payment of such Payoff Amounts by Purchaser (whether directly or indirectly) or any of its Affiliates on behalf of Seller on the Closing Date is being made for convenience only.
Payoff Amounts. Each person designated to receive a payment and set forth on Section 6.18 of the Disclosure Schedule shall, prior to the Closing Date, deliver to Parent a payoff letter to the effect that upon receipt of such payment such recipient shall have been paid in full for all fees and services performed on or prior to the Effective Time all such amounts which shall be reflected in the calculation of Estimated Working Capital.
Payoff Amounts. (a) At or prior to the Closing, CDM shall cause to be settled, repaid or canceled all intercompany accounts that are unpaid as of the Closing Date between CDM, on the one hand, and either of the Partners and their Affiliates (other than CDM), on the other hand.
Payoff Amounts. Immediately prior to the Effective Time, LAI shall deliver to CMC a certificate or instrument, satisfactory in form and substance to CMC, executed by a duly authorized representative of the Senior Lenders that sets forth the Senior Obligations Payoff Amount. At the Effective Time, Sub, and immediately upon consummation of the Merger, Surviving Corporation shall be capitalized by CMC with cash equal to the sum of (a) the Senior Obligations Payoff Amount plus (b) the Churchill Payoff Amount. Simultaneously with and as part of the Closixx, xxx Xurviving Corporation shall remit (x) to the Senior Lenders by wire transfer in immediately available funds the Senior Obligations Payoff Amount, (y) to the Escrow Agent into the Escrow Fund the Escrow Fund Amount, and (z) to Churchill by wire transfer in immediately available funds an amount exxxx xx xhe Churchill Closing Payment Amount. CMC shall cause the Surviving Corpoxxxxxx xx make the foregoing remissions and deposits.
Payoff Amounts. The Borrower shall cause the payment of the amounts indicated in Annex B to the Liberty Mutual Lenders in immediately available funds. For purposes of this Agreement, “Liberty Mutual Lender” means each of Employers Insurance Company of Wausau, Liberty Mutual Fire Insurance Company, Liberty Mutual Insurance Company, Peerless Insurance Company, Safeco Insurance Company of America and The Ohio Casualty Insurance Company.
Payoff Amounts. Prior to Closing, the Company shall request and deliver to USE payoff and estoppel letters from such holders of the Company's outstanding Indebtedness as designated by USE, which letters shall contain payoff amounts, per diem interest, wire transfer instructions and an agreement to deliver, upon payment in full, UCC-3 termination statements, satisfactions of mortgage and any original promissory notes or other evidences of indebtedness marked canceled.
