Common use of Payoff Documents Clause in Contracts

Payoff Documents. Prior to Closing, the Sellers have delivered to Buyer (a) payoff letters relating to the Repaid Closing Indebtedness of the Company in a form satisfactory to Buyer (collectively, the “Pay-Off Documents”), which Pay-Off Documents shall (i) provide that, upon payment of a specified amount, all agreements, including pledges, mortgages and security interests evidencing such Repaid Closing Indebtedness shall terminate, without any continuing liability of the Company thereunder, (ii) include undertakings to provide appropriate evidence of such termination, cancellation or repayment (including UCC-3 termination statements and payoff letters in a form satisfactory to Buyer) and release and reconvey to the Company any intellectual property rights previously conveyed to the lenders of the Company to secure repayment of such Repaid Closing Indebtedness, and (iii) include undertakings to cause the redelivery of any share certificates of the Company held pursuant to any terminated share pledge agreements.