Common use of PAYOFF AND ESTOPPEL LETTERS Clause in Contracts

PAYOFF AND ESTOPPEL LETTERS. Prior to Closing, (a) the Company shall request payoff and estoppel letters with respect to all Funded Indebtedness, which letters shall contain payoff amounts, per diems, wire transfer instructions and an agreement to deliver, upon full payment, UCC-3 termination statements, other appropriate releases and any original promissory notes or other evidences of indebtedness marked canceled, and (b) the Company shall provide Buyer with evidence of satisfaction in full or release of all guarantees, notes, or obligations of the Company to or on behalf of each of the Shareholders or any other Affiliate of the Company.

Appears in 1 contract

Samples: Asset Purchase Agreement (Atlantis Plastics Inc)

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PAYOFF AND ESTOPPEL LETTERS. Prior to the Closing, (a) the Company shall request and deliver to Purchaser payoff and estoppel letters with respect from all holders of any Indebtedness of the Company to all Funded Indebtednessbe paid off on or prior to the Closing, which letters shall contain payoff amounts, per diemsdiem interest, wire transfer instructions and an agreement to deliverdeliver to Purchaser, upon full paymentpayment of any such Indebtedness, UCC-3 termination statements, satisfactions of mortgage or other appropriate releases and any original promissory notes or other evidences of indebtedness marked β€œcanceled, and (b) the Company shall provide Buyer with evidence of satisfaction in full or release of all guarantees, notes, or obligations of the Company to or on behalf of each of the Shareholders or any other Affiliate of the Company.”

Appears in 1 contract

Samples: Asset Purchase Agreement (Babyuniverse, Inc.)

PAYOFF AND ESTOPPEL LETTERS. Prior to Closing, (a) the Company shall request payoff and estoppel letters with respect to all Funded Indebtedness, which letters shall contain payoff amounts, per diems, wire transfer instructions and an agreement to deliver, upon full payment, UCC-3 termination statements, other appropriate releases and any original promissory notes or other evidences of indebtedness marked canceled, and (b) the Company shall provide Buyer with evidence of satisfaction in full or release of all guarantees, notes, or obligations of the Company to or on behalf of each of the Shareholders Members or any other Affiliate of the Company.

Appears in 1 contract

Samples: Asset Purchase Agreement (Smith & Wesson Holding Corp)

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PAYOFF AND ESTOPPEL LETTERS. Prior to Closing, (a) the Company shall request payoff and estoppel letters with respect to all Funded Indebtedness, which letters shall contain payoff amounts, per diems, wire transfer instructions and an agreement to deliver, upon full payment, UCC-3 termination statements, other appropriate releases and any original promissory notes or other evidences of indebtedness marked canceled, and (b) the Company shall provide Buyer Purchaser with evidence of satisfaction in full or release of all guarantees, notes, or obligations of the Company to or on behalf of each of the Shareholders Seller or any other Affiliate of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Bella Viaggio, Inc.)

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