Payoff Letters. A pay-off letter from the holder of any mortgage or deed of trust presently encumbering the Real Property indicating all sums required to satisfy the debt secured by and permit the discharge of record the lien of such mortgage or deed of trust;
Payoff Letters. The Company shall use reasonable best efforts to obtain and deliver to Parent no later than five (5) Business Days prior to the Effective Time customary payoff letters with respect to (i) the satisfaction and release of all of the Company and its Subsidiaries’ liabilities and obligations (including all indebtedness for borrowed money, if any, of the Company and its Subsidiaries outstanding as of the Closing, but excluding any indemnification obligations that survive termination) under the Contracts set forth in Section 5.05 of the Company Disclosure Letter (the “Loan Documents”), (ii) the termination of the Loan Documents and (iii) the release of all Liens held pursuant to or otherwise related to the Loan Documents.
Payoff Letters. The Company will have delivered to Buyer (a) the Payoff Letters, duly executed by the applicable holders of Closing Indebtedness to be paid at Closing, and (b) any other customary applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), releasing and terminating any and all Liens (other than Permitted Liens), relating to borrowed money of the Company, in each case, in form and substance reasonably satisfactory to Buyer.
Payoff Letters. The Administrative Agent shall have received (i) a copy of a duly executed payoff letter, in form and substance satisfactory to the Administrative Agent, evidencing the payment in full and termination of the Existing Credit Agreement and (ii) copies of additional duly executed payoff letters, each in form and substance satisfactory to the Administrative Agent, evidencing the payment in full and termination of any other Debt of the Company and its Subsidiaries not permitted hereunder.
Payoff Letters. The Buyer shall have received payoff letters reasonably acceptable to it with respect to the payment of the Credit Agreement Outstanding Payoff Amount and the release of any Encumbrance related thereto.
Payoff Letters. At least six (6) Business Days prior to the Closing Date, the Sellers shall deliver to the Purchaser (A) copies of instructions provided by, or on behalf of, the Sellers in accordance with the terms of the instruments, documents and agreements governing the applicable Terminated Debt for purposes of either terminating, redeeming or defeasing and redeeming, as the case may be, such applicable Terminated Debt and (B) copies of executed payoff or instruction letters, in form and substance reasonably satisfactory to the Purchaser (such instructions and payoff letters are collectively referred to in this Section 6.10 as the “Payoff Letters”), from the applicable debt providers (or agents or trustees therefor) in respect of the Terminated Debt that (W) confirm the aggregate outstanding amount required to be paid or irrevocably deposited to fully satisfy, redeem, defease or discharge such applicable Terminated Debt in accordance with the terms of the applicable indenture, agreement and related documents governing such Terminated Debt as of the anticipated Closing Date (and the daily per diem accrual of interest and premium, if applicable, thereafter) (the “Payoff Amount”), (X) provide that upon receipt or (pursuant to the terms of any applicable Terminated Debt) deposit in irrevocable escrow of the applicable Payoff Amount, such Terminated Debt shall be terminated, defeased or redeemed, as the case may be, except for (aa) contingent indemnification obligations (to the extent no claims thereon have been made as of the Closing Date) which by their terms survive the termination of such Terminated Debt or (bb) any applicable defeasance or escrow provisions (to the extent provided for in the applicable indentures as of the date hereof) with respect to the Terminated Debt, provided that the Terminated Debt shall have been defeased and the liens of the Terminated Debt discharged as of the Closing, and (Y) provide that (i) all liens and any applicable guarantees or letters of credit granted in connection with such Terminated Debt shall be, upon the payment or deposit in escrow of the Payoff Amount at the Closing, automatically released, terminated and discharged and (ii) the Transferred Companies, the Purchaser or their designees are authorized from and after the Closing to file all Uniform Commercial Code termination statements as are necessary to effectuate, or reflect of public record, the release and discharge of such liens. On or prior to the Closing Date, the Selle...
Payoff Letters. Agent shall have received (i) a payoff letter, in form and substance satisfactory to Agent in its Permitted Discretion, from any holder of Indebtedness of any Borrower secured by a Lien on the Collateral which is not a Permitted Encumbrance, (ii) evidence of the repayment in full of the Indebtedness of Borrowers under the Existing Shareholder Term Loan Agreements and (iii) evidence that upon the filing of any applicable termination statements the filing of which has been authorized to occur upon the consummation of the Transactions, no Liens or Indebtedness which are not permitted under this Agreement shall remain in place after the Closing Date;
Payoff Letters. Payoff letters, in form and substance satisfactory to Purchaser, evidencing the discharge or payment in full of the Repaid Indebtedness (the “Payoff Letters”), in each case duly executed by each holder of such Repaid Indebtedness, with an agreement to provide termination statements on Form UCC-3, or other appropriate releases following any payoff thereof, which when filed will release and satisfy any and all Liens relating to such Repaid Indebtedness, together with proper authority to file such termination statements or other releases at and following the Closing;
Payoff Letters. Payoff letters with respect to any outstanding Indebtedness of the Company duly executed by the lender(s) or agent, indicating that (a) upon payment of the applicable amounts specified in such payoff letter, all outstanding obligations of the Company arising under or related to such outstanding Indebtedness shall be repaid and extinguished in full and (b) that such lender(s) or agent shall release any Liens and other security interests in, and agree to deliver Uniform Commercial Code termination statements and such other documents or endorsements necessary to release of record its Liens and other security interest in, the Assets and properties of the Company;
Payoff Letters. The Company shall deliver to Parent by no later than two (2) Business Days prior to the Closing Date customary payoff letters (the “Payoff Letters”) in connection with the repayment of all outstanding indebtedness under the Credit Facilities, which Payoff Letters shall provide for, among other customary items (and subject to receipt of the applicable payoff amount), customary Lien releases.
