Common use of Payoff Documents Clause in Contracts

Payoff Documents. The Sellers’ Representative has delivered to the Purchaser, a written statement from each Person identified in Schedule 2.3(b) (each such written statement, hereinafter, a “Payoff Statement”), which Payoff Statements as to each Person identified in Schedule 2.3(b): (i) sets forth the full amount (or a methodology for calculating the full amount) which is to be paid to such Person on the Closing Date in order to pay in full and discharge all Indebtedness which the Company owes to any such Person, including interest, fees, prepayment fees or penalties and amounts, if any, due in connection with the termination of any interest rate protection agreements; (ii) provides that upon payment to the Person that has issued the Payoff Statement of the amount stated or described in the Payoff Statement, all Liens of such Person on any tangible and intangible assets of the Company shall be released and discharged; (iii) authorizes the Company to terminate all UCC financing statements and other filings made to perfect or evidence such Liens; and (iv) was accompanied by any UCC authorizations or other releases as may be reasonably required to evidence the satisfaction of such Estimated Closing Date Debt (item (iv) the “Lien Releases” and together with the Payoff Statement, the “Payoff Documents”).