Common use of Payoff Letters Clause in Contracts

Payoff Letters. The Company shall, no later than three (3) Business Days prior to the Closing Date, obtain and deliver to Purchaser: (a) a copy of an executed payoff letter, in form and substance satisfactory to Purchaser, from each creditor with respect to the Indebtedness identified on Schedule 6.11 and any other Company Indebtedness that will be outstanding as of 11:59 p.m. (Eastern Time) on the day immediately preceding the Closing Date, which payoff letter (each such payoff letter, a “Payoff Letter”) shall: (i) indicate the aggregate amount required to be paid to such creditor on the Closing Date (including the outstanding principal amount, accrued and unpaid interest and any premium, penalty, fee, Expense, breakage cost or other payment required to be made with respect to such Indebtedness) in order to fully discharge all obligations with respect to such Indebtedness and provide wire transfer information for such payment; (ii) state that upon receipt of the amount described in clause “(i)” above, the instruments evidencing such Indebtedness shall be terminated; and (iii) state that all Liens and all guarantees in connection therewith relating to the assets and properties of the Acquired Companies securing such Indebtedness (if any) shall be, upon the payment of the amount described in clause “(i)” above on the Closing Date, released and terminated; (b) a UCC-3 termination statement terminating the security interests of each Person holding a security interest in the assets of any of the Acquired Companies in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; (c) forms of notices of termination for each account control agreement entered into in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; (d) forms of terminations for any intellectual property security agreements filed with the United States Patent and Trademark Office or United States Copyright Office in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; and (e) forms of notices of termination for any landlord or bailee waivers executed in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any. The Company shall cause the Payoff Letters to be updated, as necessary, on the Closing Date.

Payoff Letters. The Company shall, no No later than three (3) Business Days prior to the Closing Date, obtain and the Company shall deliver to Purchaser: (a) a copy of an executed Purchaser payoff letter, in form and substance satisfactory to Purchaser, from each creditor letters with respect to the any Indebtedness identified on Schedule 6.11 and for borrowed money of any other Acquired Company Indebtedness that will be outstanding as of 11:59 p.m. (Eastern immediately prior to the Effective Time) on , including pursuant to that certain Amended and Restated Revolving Credit Agreement, dated as of December 3, 2014, by and among the day immediately preceding Company, Comerica Bank, as the administrative agent, and the lenders party thereto and excluding, for clarity, the Capitalized Leases, in each case to be provided by the administrative agent, if applicable, or lenders or creditors in respect thereof, dated within a reasonable time prior to the Closing Date, which payoff letter shall, in each case, (each such payoff letter, a “Payoff Letter”a) shall: (i) indicate set forth the aggregate amount required to be paid to such creditor amounts arising under or owing or payable thereunder and in connection therewith on the Closing Date (including the outstanding principal amount, accrued and unpaid interest and any premium, penalty, fee, Expense, breakage cost or other payment required to be made with respect to such Indebtedness) in order to fully discharge all obligations with respect to such Indebtedness and provide wire transfer information for such payment; (ii) state that upon receipt of the amount described in clause “(i)” above, the instruments evidencing such Indebtedness shall be terminated; and (iiib) state that all Liens acknowledge and all guarantees in connection therewith relating to the assets and properties of the Acquired Companies securing such Indebtedness (if any) shall beagree that, upon the payment of the amount described in clause “(i)” above such aggregate amounts on the Closing Date, released the Acquired Companies shall have paid in full all amounts arising under or owing or payable on the Closing Date thereunder and terminated; in connection therewith, and all Liens related to such Indebtedness shall be released, each in form and substance reasonably satisfactory to Purchaser (b) a UCC-3 the “Payoff Letters”). Without limiting the foregoing, the Company shall, and shall cause each other Acquired Company to, cooperate with and take all actions reasonably requested by Purchaser in order to facilitate the termination statement terminating and payoff of all of the security interests of each Person holding a security interest in the assets of any Indebtedness of the Acquired Companies in connection with (and related release of Liens) at the incurrence of the Indebtedness referred to in clause “(a)” above, if any; (c) forms of notices of termination for each account control agreement entered into in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; (d) forms of terminations for any intellectual property security agreements filed with the United States Patent and Trademark Office or United States Copyright Office in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; and (e) forms of notices of termination for any landlord or bailee waivers executed in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any. The Company shall cause the Payoff Letters to be updated, as necessary, on the Closing DateClosing.

Payoff Letters. The Company shallOn or prior to the Closing Date, no later the Seller shall deliver (or cause to be delivered) to the Buyer fully executed payoff letters, each in customary form, from the agents (or lenders) under the Company’s Indebtedness to be paid off at the Closing pursuant to Section 2.2(b) (other than the Indebtedness under the Indenture) (each such letter, a “Payoff Letter”), it being agreed that Buyer shall use commercially reasonable efforts to provide such Payoff Letters as least three (3) Business Days prior to the Closing Date, obtain and deliver to Purchaser: (a) a copy of an executed payoff letter, in form and substance satisfactory to Purchaser, from each creditor with respect to the Indebtedness identified on Schedule 6.11 and any other Company Indebtedness that will be outstanding as of 11:59 p.m. (Eastern Time) on the day immediately preceding the Closing Date, which payoff letter (each such payoff letter, a “. Each Payoff Letter”) shall: Letter shall (i) indicate the aggregate total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations under the terms of such creditor on Indebtedness as of the anticipated Closing Date (including the outstanding principal amount“Payoff Amount”), accrued and unpaid interest and any premium, penalty, fee, Expense, breakage cost or other payment required to be made with respect to such Indebtedness) in order to fully discharge all obligations with respect to such Indebtedness and provide wire transfer information for such payment; (ii) state that upon receipt of the amount described in clause “(i)” abovePayoff Amount, the instruments instrument evidencing such Indebtedness shall be terminated; terminated and any share certificates and other physical collateral shall be returned, and (iii) state that all Liens Encumbrances and all guarantees in connection therewith relating to the assets and properties of the Acquired Companies securing such Indebtedness (if any) Company or any of its Subsidiaries shall be, upon the payment of the amount described in clause “(i)” above Payoff Amount on the Closing Date, released and terminated; (b) a UCC-3 termination statement terminating the security interests of each Person holding a security interest in the assets of any . Each of the Acquired Companies in connection with Seller and the incurrence of the Indebtedness referred to in clause “(a)” aboveCompany shall, if any; (c) forms of notices of termination for each account control agreement entered into in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; (d) forms of terminations for any intellectual property security agreements filed with the United States Patent and Trademark Office or United States Copyright Office in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; and (e) forms of notices of termination for any landlord or bailee waivers executed in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any. The Company shall cause the Payoff Letters Company’s Subsidiaries to, use reasonable best efforts to be updateddeliver all notices and take all other commercially reasonable actions, as necessaryincluding with respect to the backstop or termination of any letters of credit issued under the Company’s Indebtedness to facilitate the termination of commitments thereunder, the repayment in full of all obligations then outstanding thereunder (using funds arranged by the Buyer) and the release of all Encumbrances and termination of all guarantees in connection therewith on the Closing Date.

Payoff Letters. (a) The Company shall, no later than and shall cause its Subsidiaries to, deliver all notices and take all other actions necessary, appropriate or reasonably requested by Parent to facilitate the termination at or following the Effective Time of all commitments in respect of the Credit Agreement, the repayment in full on the Closing Date of all obligations thereunder, and the release on the Closing Date of any Liens securing the obligations thereunder and guarantees in connection therewith (collectively, the “Payoff and Release”). In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall, (i) at least three (3) Business Days prior to the Closing Date, obtain deliver, or cause to be delivered, to Parent drafts of the Payoff Documents (as defined below), (ii) timely deliver all notices required under the Credit Agreement to effectuate the Payoff and deliver Release and (iii) at least two (2) Business Days prior to Purchaser: the Closing Date, deliver, or cause to be delivered, to Parent (ax) a copy of evidence reasonably satisfactory to Parent that the Company has timely delivered such notices and (y) an executed payoff letter, in form and substance satisfactory to Purchaser, from each creditor letter with respect to the Indebtedness identified on Schedule 6.11 and any other Company Indebtedness that will be outstanding as of 11:59 p.m. Credit Agreement (Eastern Time) on the day immediately preceding the Closing Date, which payoff letter (each such payoff letter, a “Payoff Letter”) in form and substance reasonably acceptable to Parent from the applicable agent on behalf of the Persons to whom such indebtedness is owed, which Payoff Letter shall: (i) indicate , among other things, set forth the aggregate amount required to be paid to such creditor on effectuate the Closing Date Payoff and Release (including the outstanding principal amount, accrued “Payoff Amount”) and unpaid interest and any premium, penalty, fee, Expense, breakage cost or other payment required to be made with respect to such Indebtedness) in order to fully discharge provide that all obligations with respect to such Indebtedness outstanding under, and provide wire transfer information for such payment; (ii) state that upon receipt of the amount described in clause “(i)” above, the instruments evidencing such Indebtedness shall be terminated; and (iii) state that all Liens and all guarantees granted in connection therewith relating to with, the assets and properties of the Acquired Companies securing such Indebtedness (if any) shall beCredit Agreement shall, upon the payment of the amount described in clause “(i)” above on the Closing DatePayoff Amount, be released and terminated; terminated and (bz) a UCC-3 termination statement terminating customary release documentation in form and substance reasonably acceptable to Parent evidencing the security interests release of each Person holding a security interest in the assets of any of the Acquired Companies Lien and guarantee granted in connection with the incurrence of Credit Agreement (the Indebtedness referred to Payoff Letter and other documents contemplated in clause “clauses (ax)” above, if any; (cy) forms of notices of termination for each account control agreement entered into in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; (d) forms of terminations for any intellectual property security agreements filed with the United States Patent and Trademark Office or United States Copyright Office in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; and (ez) forms of notices of termination for any landlord or bailee waivers executed in connection with collectively, the incurrence of the Indebtedness referred to in clause “(aPayoff Documents”)” above, if any. The Company shall cause the Payoff Letters to be updated, as necessary, on the Closing Date.

Payoff Letters. The Seller shall cause each member of the Company shall, no later than Group to ensure that at least three (3) Business Days prior before the Closing, Purchaser shall receive from all holders of Company Indebtedness set forth on Schedule 4.1, payoff letters, in commercially reasonable form, specifying the amount necessary to be paid to fully repay, satisfy, release and discharge all obligations (other than contingent obligations that customarily survive debt repayment obligations) of all members of the Company Group under any Contracts of any member of the Company Group relating to such Company Indebtedness, as supplemented and amended, as of the Closing Date. Each payoff letter shall set forth the outstanding principal amount of the item of Company Indebtedness that is the subject of the letter, any prepayment premiums or fees or termination fees with respect thereto, any accrued interest thereon and any expense reimbursement or other amounts due in respect thereof as of the Closing Date, obtain and deliver to Purchaser: (a) a copy shall state, if applicable, the per diem amount of an executed payoff letter, in form and substance satisfactory to Purchaser, from each creditor with respect to the Indebtedness identified on Schedule 6.11 and any other Company Indebtedness that will be outstanding as of 11:59 p.m. (Eastern Time) on the day immediately preceding the Closing Date, which payoff letter (each such payoff letter, a “Payoff Letter”) shall: (i) indicate the aggregate amount required to be paid to such creditor on the Closing Date (including the outstanding principal amount, accrued and unpaid interest and any premiumother expense thereunder, penalty, fee, Expense, breakage cost or other payment required to be made with respect to such Indebtedness) in order to fully discharge all obligations with respect to such Indebtedness and shall provide wire transfer information instructions and shall provide for such payment; (ii) state that upon receipt the release of, or authorize the relevant member of the amount described in clause “Company Group and/or its agents to release, or evidence the release of, all Encumbrances associated with such Company Indebtedness and the termination of all other obligations (i)” above, the instruments evidencing such Indebtedness shall be terminated; and (iiiother than contingent obligations that customarily survive debt repayment obligations) state that all Liens and all guarantees in connection associated therewith relating to the assets and properties of the Acquired Companies securing such Indebtedness (if any) shall be, upon the payment of the amount described such outstanding amounts. As promptly as practicable (but in clause “(i)” above on any event within three Business Days after the Closing Date), released and terminated; (b) a UCC-3 termination statement terminating the security interests of each Person holding a security interest in the assets of any of the Acquired Companies in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; (c) forms of notices of termination for each account control agreement entered into in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; (d) forms of terminations for any intellectual property security agreements filed with the United States Patent and Trademark Office or United States Copyright Office in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; and (e) forms of notices of termination for any landlord or bailee waivers executed in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any. The Company Purchaser shall cause the Payoff Letters Company to be updated, as necessary, pay to each holder of Company Indebtedness identified on the Pre-Closing DateStatement the amount due and payable to such holder that is set forth on the Pre-Closing Statement.

Payoff Letters. The Sellers and the Company shall, no later than three (3) Business Days prior to the Closing Date, obtain and deliver to Purchaser: (a) a copy of an executed payoff letterletter (which may be executed on the Closing Date), in customary form and substance reasonably satisfactory to Purchaser, from each creditor with respect to the Indebtedness identified on Schedule 6.11 and any other Company Indebtedness that will be outstanding as of 11:59 p.m. (Eastern Time) on the day immediately preceding the Closing Date, 6.9 which payoff letter (each such payoff letter, a “Payoff Letter”) shall: (i) indicate the aggregate amount required to be paid to such creditor on the Closing Date (including the outstanding principal amount, accrued and unpaid interest and any premium, penalty, fee, Expense, breakage cost or other payment required to be made with respect to such Indebtedness) in order to fully discharge all obligations with respect to such Indebtedness and provide wire transfer information for such payment; (ii) state that upon receipt of the amount described in clause “(i)” above, the instruments evidencing such Indebtedness shall be terminated; and (iii) state that all Liens and all guarantees in connection therewith relating to the assets and properties of the Acquired Companies securing such Indebtedness (if any) shall be, upon the payment of the amount described in clause “(i)” above on the Closing Date, released and terminated; (b) a form of UCC-3 termination statement terminating the security interests of each Person holding a security interest registered under the UCC in the United States with respect to any assets of any of the Acquired Companies in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; (c) forms of notices of termination for each account control agreement entered into in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; (d) forms of terminations for any intellectual property security agreements filed with the United States Patent and Trademark Office or United States Copyright Office in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; and (e) forms of notices of termination for any landlord or bailee waivers executed in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any. The Company shall cause the Payoff Letters to be updated, as necessary, on the Closing Date.

Payoff Letters. The Company shall, no No later than three (3) Business Days prior to the Closing DateClosing, obtain and Parent shall deliver or cause to Purchaser: be delivered to Purchaser (a) a copy of an duly executed payoff letter, letters (or local equivalents) in customary form and substance reasonably satisfactory to PurchaserParent for all third party Indebtedness for borrowed money of the Transferred Entities, from each creditor which payoff letters (or local equivalents) shall state (i) the aggregate amount of the obligations of the Transferred Entities (including unpaid principal, accrued and unpaid interest, prepayment penalties, breakage costs and premiums in connection with respect to the Indebtedness identified on Schedule 6.11 and any other Company Indebtedness repayment thereof) that will be outstanding thereunder as of 11:59 p.m. (Eastern Time) on the day immediately preceding the Closing DateClosing, which payoff letter (each such payoff letter, a “Payoff Letter”) shall: (i) indicate the aggregate amount required to be paid to such creditor on the Closing Date (including the outstanding principal amount, accrued and unpaid interest and any premium, penalty, fee, Expense, breakage cost or other payment required to be made with respect to such Indebtedness) in order to fully discharge all obligations with respect to such Indebtedness and provide wire transfer information for such payment; (ii) state that upon receipt of the payoff amount described in clause “(i)” aboveset forth therein, the applicable instruments evidencing and/or giving rise to such Indebtedness shall be terminated; automatically terminated and all Liabilities and obligations thereunder of the Transferred Entities shall be satisfied, released and discharged (except for (i) the provisions in such instruments that, by their terms, expressly survive such termination and (ii) any Existing Letters of Credit contemplated by the applicable payoff letter to remain in effect or outstanding following the release of the Liens described in clause (a)(iii) below) and (iii) state that all Liens and all guarantees in connection therewith relating to the assets and properties of the Acquired Companies securing such Indebtedness (if any) Liabilities and obligations thereunder shall be, upon the payment of applicable payoff amount, automatically released and terminated, and (b) documents necessary to release and/or evidence the amount release of the Liens described in clause “(i)” above on a)(iii) above, including, all relevant statements, authorizations and other relevant documents to enable Purchaser or Parent to make all filings or to take all other appropriate actions in each applicable jurisdiction to release or evidence the Closing Date, released and terminated; (b) a UCC-3 termination statement terminating the security interests of each Person holding a security interest in the assets of any release of the Acquired Companies in connection with the incurrence of the Indebtedness referred to Liens described in clause “(a)” a)(iii) above. With respect to any Existing Letter of Credit, if any; (c) forms of notices of termination for each account control agreement entered into in connection with prior to the incurrence of the Indebtedness referred to in clause “(a)” aboveClosing, if any; (d) forms of terminations for any intellectual property security agreements filed with the United States Patent Parent shall, and Trademark Office or United States Copyright Office in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; and (e) forms of notices of termination for any landlord or bailee waivers executed in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any. The Company shall cause the Payoff Transferred Entities to, use reasonable best efforts to take all actions requested by Purchaser to terminate or assist with Purchaser’s backstop of such Existing Letters of Credit (including the release and discharge of all related Liens and security interests); provided, that if any Existing Letter of Credit is not backstopped or terminated on or prior to Closing, such Existing Letter of Credit shall be updated, as necessary, on the Closing Datesubject to Section 5.9.

Payoff Letters. The Company shall, no later than three (3) Business Days prior to the Closing Date, obtain and deliver to PurchaserParent: (a) a copy of an executed payoff letter, in form and substance reasonably satisfactory to PurchaserParent, from each Noteholder and each creditor with respect to the Indebtedness identified on Schedule 6.11 and any other Company Indebtedness that will be outstanding as of 11:59 p.m. (Eastern TimeCalifornia time) on the day immediately preceding the Closing Date, which payoff letter (each such payoff letter, a “Payoff Letter”) shall: (i) indicate the aggregate amount required to be paid to such creditor on the Closing Date (including the outstanding principal amount, accrued and unpaid interest and any premium, penalty, fee, Expense, breakage cost or other payment required to be made with respect to such Indebtedness) in order to fully discharge all obligations with respect to such Indebtedness and provide wire transfer information for such payment; , (ii) state that upon receipt of the amount described in clause “(i)” above, the instruments evidencing such Indebtedness shall be terminated; terminated and (iii) state that all Liens and all guarantees in connection therewith relating to the assets and properties of the Acquired Companies securing such Indebtedness (if any) shall be, upon the payment of the amount described in clause “(i)” above on the Closing Date, released and terminated; (b) a UCC-3 termination statement terminating the security interests of each Person holding a security interest in the assets of any of the Acquired Companies in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; (c) forms of notices of termination for each account control agreement entered into in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; (d) forms of terminations for any intellectual property security agreements filed with the United States Patent and Trademark Office or United States Copyright Office in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; and (e) forms of notices of termination for any landlord or bailee waivers executed in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any. The Company shall cause the Payoff Letters to be updated, as necessary, on the Closing Date.

Payoff Letters. The Company shall(i)Prior to the Closing, but no later than three (3) five Business Days prior to the Closing Date, obtain and the Company shall deliver to Purchaser: (a) a copy of an executed customary payoff letter, letters in form and substance satisfactory reasonably acceptable to Purchaser, from each creditor with respect to the Indebtedness identified on Schedule 6.11 and any other Company Indebtedness that will be outstanding as of 11:59 p.m. (Eastern Time) on the day immediately preceding the Closing Date, which payoff letter Parent (each such payoff letter, a “Payoff Letter”) shall: (i) indicate the aggregate amount required to be paid to such creditor on for the Closing Date Indebtedness set forth on Section 1.7 of the Disclosure Schedule and all other indebtedness for borrowed money incurred between the date hereof and the Closing Date other than the Settlement Debt (including collectively, the outstanding principal amount“Terminated Indebtedness”), accrued which shall provide that upon receipt from or on behalf of the Company of the pay-off amount set forth in the Payoff Letter, (a) the Terminated Indebtedness incurred shall be satisfied, and unpaid interest all obligations of the lenders terminated (other than those that customarily survive in payoff letters) and (b) if any premiumTerminated Indebtedness is secured, penaltyall Liens relating to the assets, fee, Expense, breakage cost or other payment required to be made rights and properties of the Company with respect to such Indebtedness) in order to fully discharge all obligations with respect to such Indebtedness and provide wire transfer information for such payment; (ii) state that upon receipt of the amount described in clause “(i)” above, the instruments evidencing such secured Terminated Indebtedness shall be terminated; released and (iii) state that all Liens terminated without any further action by the secured parties or the Company or its designee shall be entitled to file documents to reflect the release of such Liens. At the Closing, subject to compliance by the Company with its obligations under Section 1.11, Section 4.2 and all guarantees in connection therewith relating delivery of such Payoff Letters by the lenders pursuant to the assets immediately preceding sentence and properties of any other information as may be reasonably required to determine amounts required to pay off, discharge and terminate the Acquired Companies securing such Terminated Indebtedness, Parent shall, or shall cause, all Terminated Indebtedness (if any) shall be, upon the payment of the amount described in clause “(i)” above on the Closing Date, released and terminated; (b) a UCC-3 termination statement terminating the security interests of each Person holding a security interest in the assets of any of the Acquired Companies in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; (c) forms of notices of termination for each account control agreement entered into in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; (d) forms of terminations for any intellectual property security agreements filed with the United States Patent and Trademark Office or United States Copyright Office in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; and (e) forms of notices of termination for any landlord or bailee waivers executed in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any. The Company shall cause the Payoff Letters to be updated, as necessary, on the Closing Datepaid off and/or terminated.

Payoff Letters. The Company shallSeller shall use its commercially reasonably efforts to deliver to Buyer, no later than at least three (3) Business Days prior to the Closing Date, obtain copies of executed payoff letters, in customary form (the “Payoff Letters”), from the lenders under the Credit Facility and deliver to Purchaser: each other item of Closing Indebtedness that (a) a copy of an executed payoff letter, in form and substance satisfactory to Purchaser, from each creditor with respect to the Indebtedness identified on Schedule 6.11 and any other Company Indebtedness that will be outstanding as of 11:59 p.m. (Eastern Time) on the day immediately preceding the Closing Date, which payoff letter (each such payoff letter, a “Payoff Letter”) shall: (i) indicate confirm the aggregate outstanding amount required to be paid to fully satisfy the Credit Facility and such creditor on other Closing Indebtedness as of the anticipated Closing Date (including and the outstanding principal amountdaily per diem accrual of interest thereafter) (the “Payoff Amount”), accrued (b) provide that upon (i) receipt of the applicable Payoff Amount and unpaid interest and any premium, penalty, fee, Expense, breakage cost or other payment required to be made with respect to such Indebtedness) in order to fully discharge all obligations with respect to such Indebtedness and provide wire transfer information for such payment; (ii) state that upon receipt the consummation of arrangements satisfactory to the amount described in clause “(i)” aboveissuers thereof, the instruments evidencing Credit Facility and such other Closing Indebtedness shall be terminated; terminated except for indemnification and reimbursement obligations which by their terms expressly survive the termination of the Credit Facility and such other Closing Indebtedness and (iiic) state provide that (i) all Indebtedness, Liens and all guarantees granted in connection therewith relating to with the assets Credit Facility and properties of the Acquired Companies securing such other Closing Indebtedness (if any) shall be, upon the payment of the amount described in clause “Payoff Amount at the Closing, automatically released, terminated and discharged and (i)” above on ii) the Companies, Buyer 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. Prior to the Closing Date, released Seller shall obtain all documents, terminations and terminated; releases (b) a UCC-3 termination statement terminating the security interests of each Person holding a security interest in the assets of any including with respect to outstanding mortgages), as are reasonably necessary to release such Liens as of the Acquired Companies Closing upon receipt of the applicable Payoff Amount. Seller shall be responsible for all costs, expenses, fees and other amounts payable in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; (c) forms of notices of termination request for each account control agreement entered into in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; (d) forms of terminations for any intellectual property security agreements filed with the United States Patent and Trademark Office or United States Copyright Office in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; and (e) forms of notices of termination for any landlord or bailee waivers executed in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any. The Company shall cause the Payoff Letters to be updated, as necessary, on the Closing DateLetters.