Common use of Payoff Letters Clause in Contracts

Payoff Letters. Prior to the Closing, each Seller shall use its commercially reasonable efforts to obtain a Payoff Letter duly executed by the lender or agent for each item of Payoff Indebtedness, which shall state that (a) if the party delivering such Payoff Letter is an agent for the lenders under the Payoff Indebtedness, that it is acting in its capacity as agent for such lenders, (b) upon the payment of that portion of the Payoff Amount set forth in such Payoff Letter by the time and date specified in the Payoff Letter (plus any per diem amounts that may increase that portion of the Payoff Amount set forth therein), the Company Group shall have satisfied all obligations to the applicable lender or lenders under the documents governing the Payoff Indebtedness (other than breakage costs which may be invoiced at a later date and expense reimbursement and indemnification obligations which are not yet due and payable and survive the termination of the applicable loan documents), (c) all commitments of the lenders under the applicable Payoff Indebtedness have been terminated in full, (d) all guarantees and liens granted under the Payoff Indebtedness, if any, shall have been or, upon the disbursement of the relevant portion of the Payoff Amount in accordance with the instructions in the applicable Payoff Letter shall be, discharged and released in their entirety, (e) each applicable lender or its agent agrees to deliver all lien releases or other documents reasonably requested by Buyer or any lender to Buyer to evidence the releases referred to in clause (d), (f) Buyer or the borrowers and any guarantors under the Payoff Indebtedness are authorized to prepare and file or deliver, as the case may be, UCC-3 lien termination financing statements, mortgage releases, intellectual property releases, deposit account control agreement termination notices and such other releases and documentation necessary to effectuate the release of liens contemplated by clause (d) above and (g) in respect of any Payoff Indebtedness that is secured by a lien, an undertaking of the holders of such Payoff Indebtedness to promptly deliver to the Company Group upon payment of the amounts specified in the Payoff Letter (i) such fully executed documents as may be reasonably requested by Buyer to evidence the release of such liens and (ii) any and all assets of the Company Group in the possession or control of the agent or the applicable lender(s) held as collateral to secure the Payoff Indebtedness, including, without limitation, notes and stock certificates.

Payoff Letters. Prior The Company shall deliver to Parent and Merger Subs on or prior to the Closing, each Seller shall use its commercially reasonable efforts Closing Date (with drafts delivered at least five Business Days prior to obtain a the Closing Date) copies of payoff letters (the “Payoff Letter duly executed by Letters”) with respect to the lender or agent for each item of Payoff IndebtednessRepaid Indebtedness in customary form reasonably satisfactory to Parent and Merger Subs, which payoff letters shall state that (a) if indicate the party delivering such Payoff Letter is an agent for the lenders total amount required to be paid to fully satisfy all obligations due and payable under the Repaid Indebtedness as of the Anticipated Closing Date (and, if applicable, the daily accrual thereafter) (the “Payoff Indebtedness, that it is acting in its capacity as agent for such lendersAmount”) along with wire instructions on where to direct the Payoff Amount, (b) state that upon receipt of the Payoff Amount, the Repaid Indebtedness and all related debt documents shall be discharged and terminated, and (c) provide that all Liens (other than Permitted Liens) and guarantees in connection with the Repaid Indebtedness relating to the assets and properties of the Company or any of the Company Subsidiaries securing the obligations under the Repaid Indebtedness shall be released and terminated upon payment of that portion of the Payoff Amount set forth in such Payoff Letter by on the time and date specified in Closing Date. To the Payoff Letter (plus any per diem amounts that may increase that portion of extent the Payoff Amount set forth therein)shall exceed $38,250,000, the Company Group shall have satisfied all obligations to the applicable lender or lenders under the documents governing the Payoff Indebtedness (other than breakage costs which may be invoiced at a later date responsible for and expense reimbursement and indemnification obligations which are not yet due and payable and survive the termination make timely payment of the applicable loan documents), (c) all commitments of the lenders under the applicable Payoff Indebtedness have been terminated in full, (d) all guarantees and liens granted under the Payoff Indebtedness, if any, shall have been or, upon the disbursement of the relevant portion of the Payoff Amount such excess in accordance with the instructions Payoff Letters (such excess amount, the “Company Owed Payoff Portion”). The Liquidity set forth in the applicable Adjustment Statement shall be reduced by the Company Owed Payoff Letter Portion. The Company shall beprovide written notice, discharged fifteen days in advance of the Closing Date, as required under the terms of the Convertible Notes of its intention to redeem all of the outstanding Convertible Notes or procure a written waiver of such requirement in form and released substance reasonably satisfactory to Parent and promptly provide to Parent an executed copy of such waiver. The Company shall, and shall cause the Company Subsidiaries and their respective representatives to, in each case, use their entirety, (e) each applicable lender or its agent agrees reasonable best efforts to deliver provide all lien releases or other documents customary cooperation reasonably requested by Buyer Parent or any lender to Buyer to evidence the releases referred to Merger Subs in clause (d), (f) Buyer or the borrowers and any guarantors under the Payoff Indebtedness are authorized to prepare and file or deliver, as the case may be, UCC-3 lien termination financing statements, mortgage releases, intellectual property releases, deposit account control agreement termination notices and such other releases and documentation necessary to effectuate the release of liens contemplated by clause (d) above and (g) in respect of any Payoff Indebtedness that is secured by a lien, an undertaking of the holders of such Payoff Indebtedness to promptly deliver to the Company Group upon payment of the amounts specified in the Payoff Letter (i) such fully executed documents as may be reasonably requested by Buyer to evidence the release of such liens and (ii) any and all assets of the Company Group in the possession or control of the agent or the applicable lender(s) held as collateral to secure the Payoff Indebtedness, including, without limitation, notes and stock certificatesconnection with this Section 6.17.

Payoff Letters. Prior No later than five (5) Business Days prior to the Closing, each Seller shall use its commercially reasonable efforts provide to obtain the Buyer a Payoff Letter duly executed by draft of, with respect to any item of Covered Indebtedness, a payoff letter from the lender (or any agent for each such lender(s)) of such item of Covered Indebtedness (each, a “Payoff IndebtednessLetter”), which shall state that include: (ai) if an agreement by such lender (or any agent therefor) that, upon payment of the party delivering amount payable to such Payoff Letter is an lender (or any agent for therefor) specified therein (such amount to include any early termination fees or prepayment premiums payable to such lender (or any agent therefor) as a result of the lenders under consummation of the Payoff Indebtedness, that it is acting in its capacity as agent for such lendersTransactions), (bA) upon the payment of that portion all outstanding obligations of the Payoff Amount set forth in such Payoff Letter by the time and date specified in the Payoff Letter (plus any per diem amounts that may increase that portion applicable member of the Payoff Amount set forth therein), the Company Seller Group shall have satisfied all obligations arising under or related to the applicable lender or lenders under the documents governing the Payoff Covered Indebtedness shall be repaid, discharged, and extinguished in full (other than breakage costs which may be invoiced at a later date and expense reimbursement and contingent indemnification obligations in respect of which are a claim has not yet due and payable and survive the termination of the applicable loan documentsbeen made), (cB) all commitments of the lenders under the applicable Payoff Encumbrances securing such Covered Indebtedness have been terminated in fullshall be released, (dC) the lender (or any agent therefor) shall take all guarantees and liens granted under the Payoff Indebtedness, if any, shall have been or, upon the disbursement of the relevant portion of the Payoff Amount in accordance with the instructions in the applicable Payoff Letter shall be, discharged and released in their entirety, (e) each applicable lender or its agent agrees to deliver all lien releases or other documents actions reasonably requested by Buyer the applicable member of the Seller Group or its designees to evidence and, if applicable, record such discharge and release as promptly as practicable, and (D) the lender (or any agent therefor) shall return to the applicable member of the Seller Group all collateral securing the applicable Indebtedness in such lender’s or agent’s possession or control; (ii) the amount required to be paid to the lender (or any agent therefor) of such Covered Indebtedness in order to Buyer to evidence satisfy in full such Covered Indebtedness, and wire transfer instructions for such lender (or any agent therefor); and (iii) provision for delivery at the releases referred to in clause (d)Closing of any collateral releases, (f) Buyer or the borrowers and any guarantors under the Payoff Indebtedness are authorized to prepare and file or deliver, as the case may be, UCC-3 lien termination financing statementscollateral access agreement terminations, mortgage releases, intellectual property Intellectual Property Rights releases, deposit account control agreement physical collateral deliveries, and other related termination notices and and/or release items in connection therewith which the Seller Group or its designees are authorized to file (to the extent applicable) immediately following such other releases and documentation necessary to effectuate the release of liens contemplated by clause lender’s (dor such agent’s) above and (g) in respect of any Payoff Indebtedness that is secured by a lien, an undertaking receipt of the holders of such Payoff Indebtedness to promptly deliver to the Company Group upon payment of the amounts specified applicable payoff amount set forth in the Payoff Letter (i) such fully executed documents as may be reasonably requested by Buyer to evidence the release of such liens and (ii) any and all assets of the Company Group in the possession or control of the agent or the applicable lender(s) held as collateral to secure the Payoff Indebtedness, including, without limitation, notes and stock certificatesLetter.

Payoff Letters. Prior to the Closing, each Seller shall use its commercially reasonable reasonably efforts to obtain a deliver to Buyer, at least three Business Days prior to the Closing Date, copies of executed payoff letters, in customary form (the “Payoff Letter duly executed by Letters”), from the lender or agent for lenders under the Credit Facility and each other item of Payoff Indebtedness, which shall state Closing Indebtedness that (a) if confirm the party delivering aggregate outstanding amount required to be paid to fully satisfy the Credit Facility and such other Closing Indebtedness as of the anticipated Closing Date (and the daily per diem accrual of interest thereafter) (the “Payoff Letter is an agent for the lenders under the Payoff Indebtedness, that it is acting in its capacity as agent for such lendersAmount”), (b) provide that upon the payment of that portion (i) receipt of the applicable Payoff Amount set forth in such Payoff Letter by and (ii) the time and date specified in consummation of arrangements satisfactory to the Payoff Letter (plus any per diem amounts that may increase that portion of the Payoff Amount set forth therein)issuers thereof, the Company Group Credit Facility and such other Closing Indebtedness shall have satisfied all obligations to the applicable lender or lenders under the documents governing the Payoff Indebtedness (other than breakage costs which may be invoiced at a later date terminated except for indemnification and expense reimbursement and indemnification obligations which are not yet due and payable and by their terms expressly survive the termination of the applicable loan documents), Credit Facility and such other Closing Indebtedness and (c) all commitments of the lenders under the applicable Payoff Indebtedness have been terminated in full, provide that (di) all guarantees and liens granted under the Payoff Indebtedness, if any, Liens and all guarantees granted in connection with the Credit Facility and such other Closing Indebtedness shall have been orbe, upon the disbursement of the relevant portion payment of the Payoff Amount in accordance with at the instructions in the applicable Payoff Letter shall beClosing, automatically released, terminated and discharged and released in their entirety, (e) each applicable lender or its agent agrees to deliver all lien releases or other documents reasonably requested by Buyer or any lender to Buyer to evidence the releases referred to in clause (d), (f) Buyer or the borrowers and any guarantors under the Payoff Indebtedness are authorized to prepare and file or deliver, as the case may be, UCC-3 lien termination financing statements, mortgage releases, intellectual property releases, deposit account control agreement termination notices and such other releases and documentation necessary to effectuate the release of liens contemplated by clause (d) above and (g) in respect of any Payoff Indebtedness that is secured by a lien, an undertaking of the holders of such Payoff Indebtedness to promptly deliver to the Company Group upon payment of the amounts specified in the Payoff Letter (i) such fully executed documents as may be reasonably requested by Buyer to evidence the release of such liens and (ii) any the Companies, Buyer or their designees are authorized from and after the Closing to file all assets 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, Seller shall obtain all documents, terminations and releases (including with respect to outstanding mortgages), as are reasonably necessary to release such Liens as of the Company Group in the possession or control Closing upon receipt of the agent or applicable Payoff Amount. Seller shall be responsible for all costs, expenses, fees and other amounts payable in connection with the applicable lender(s) held as collateral to secure request for the Payoff Indebtedness, including, without limitation, notes and stock certificatesLetters.

Payoff Letters. Prior No later than five Business Days prior to the ClosingClosing Date, the Company shall deliver customary payoff letters in form and substance reasonably acceptable to Parent (each Seller a “Payoff Letter”) for the Closing Date Indebtedness set forth on Section 1.7 of the Disclosure Schedule, all other indebtedness for borrowed money incurred between the date hereof and the Closing Date, and a release of the guaranty in connection with that certain Promissory Note, dated October 12, 2015, in the original principal amount of $2,658,000 in favor of ▇▇▇▇▇ Fargo Bank, N.A., as lender (SBA Loan No. 77495950-08) such that the Company shall use its commercially reasonable efforts to obtain a Payoff Letter duly executed by have no Liability thereunder as of the lender or agent for each item of Payoff Closing (collectively, the “Terminated Indebtedness”), which shall state provide that upon receipt from or on behalf of the Company of the pay-off amount set forth in the Payoff Letter, (a) if the party delivering such Payoff Letter is an agent for Terminated Indebtedness incurred shall be satisfied, and all obligations of the lenders under the Payoff Indebtedness, terminated (other than those that it is acting customarily survive in its capacity as agent for such lenderspayoff letters), (b) upon if any Terminated Indebtedness is secured, all Liens relating to the payment of that portion assets, rights and properties of the Payoff Amount set forth in Company with respect to such Payoff Letter secured Terminated Indebtedness shall be released and terminated without any further action by the time secured parties and date specified in the Payoff Letter (plus any per diem amounts that may increase that portion of the Payoff Amount set forth therein), the Company Group shall have satisfied all obligations to the applicable lender or lenders under the documents governing the Payoff Indebtedness (other than breakage costs which may be invoiced at a later date and expense reimbursement and indemnification obligations which are not yet due and payable and survive the termination of the applicable loan documents), (c) all commitments of the lenders under the applicable Payoff Indebtedness have been terminated in full, (d) all guarantees and liens granted under the Payoff Indebtedness, if any, shall have been or, upon the disbursement of the relevant portion of the Payoff Amount in accordance with the instructions in the applicable Payoff Letter shall be, discharged and released in their entirety, (e) each applicable lender Company or its agent agrees designee shall be entitled to deliver all lien releases or other file documents reasonably requested by Buyer or any lender to Buyer to evidence the releases referred to in clause (d), (f) Buyer or the borrowers and any guarantors under the Payoff Indebtedness are authorized to prepare and file or deliver, as the case may be, UCC-3 lien termination financing statements, mortgage releases, intellectual property releases, deposit account control agreement termination notices and such other releases and documentation necessary to effectuate reflect the release of liens contemplated such Liens. At the Closing, subject to compliance by clause the Company with its obligations under Section 1.17 (dPost-Closing Adjustment) above and Section 4.2 (g) in respect of any Payoff Indebtedness that is secured by a lien, an undertaking Conduct of the holders Business of the Company) and delivery of such Payoff Indebtedness to promptly deliver Letters by the lenders pursuant to the Company Group upon payment of the amounts specified in the Payoff Letter (i) such fully executed documents immediately preceding sentence and any other information as may be reasonably requested by Buyer required to evidence determine amounts required to pay off, discharge and terminate the release of such liens and (ii) any and all assets of the Company Group in the possession or control of the agent or the applicable lender(s) held as collateral to secure the Payoff Terminated Indebtedness, includingParent shall, without limitationor shall cause, notes all Terminated Indebtedness to be paid off and/or terminated. Notwithstanding anything in this Agreement to the contrary, the Terminated Indebtedness shall only reduce the portion of Upfront Cash Consideration payable to the Key Employee and stock certificatesshall not be borne equally by all Securityholders.

Payoff Letters. Prior to the Closing, each Seller shall use its commercially reasonable efforts to obtain a Payoff Letter duly executed by the lender or agent for each item of Payoff Indebtedness, which shall state that (a) if the party delivering such Payoff Letter is an agent for the lenders under the Payoff Indebtedness, that it is acting in its capacity as agent for such lenders, (b) upon the payment of that portion of the Payoff Amount set forth in such Payoff Letter by the time and date specified in the Payoff Letter (plus any per diem amounts that may increase that portion of the Payoff Amount set forth therein), the Company Group shall have satisfied all obligations to the applicable lender or lenders under the documents governing the Payoff Indebtedness (other than breakage costs which may be invoiced at a later date and expense reimbursement and indemnification obligations which are not yet due and payable and survive the termination of the applicable loan documents), (c) all commitments of the lenders under the applicable Payoff Indebtedness have been terminated in full, (d) all guarantees and liens granted under the Payoff Indebtedness, if any, shall have been or, upon the disbursement of the relevant portion of the Payoff Amount in accordance with the instructions in the applicable Payoff Letter shall be, discharged and released in their entirety, (e) each applicable lender or its agent agrees to deliver all lien releases or other documents reasonably requested by Buyer or any lender to Buyer to evidence the releases referred to in clause (d), (f) Buyer or the borrowers and any guarantors under the Payoff Indebtedness are authorized to prepare and file or deliver, as the case may be, UCC-3 lien termination financing statements, mortgage releases, intellectual property releases, deposit account control agreement termination notices and such other releases and documentation necessary to effectuate the release of liens contemplated by clause (d) above and (g) in respect of any Payoff Indebtedness that is secured by a lien, an undertaking of the holders of such Payoff Indebtedness to promptly deliver to the Company Group upon payment of the amounts specified in the Payoff Letter (i) such fully executed documents as may be reasonably requested by Buyer to evidence the release of such liens and (ii) any and all assets of the Company Group in the possession or control of the agent or the applicable lender(s) held as collateral to secure the Payoff Indebtedness, including, without limitation, notes and stock certificates.

Payoff Letters. Prior No later than three (3) Business Days prior to the Closing, each Seller Parent shall use its commercially reasonable efforts deliver or cause to obtain a Payoff Letter duly executed by the lender or agent for each item of Payoff Indebtedness, which shall state that be delivered to Purchaser (a) if duly executed payoff letters (or local equivalents) in customary form reasonably satisfactory to Parent for all third party Indebtedness for borrowed money of the party delivering such Payoff Letter is an agent for Transferred Entities, which payoff letters (or local equivalents) shall state (i) the lenders under aggregate amount of the Payoff Indebtednessobligations of the Transferred Entities (including unpaid principal, accrued and unpaid interest, prepayment penalties, breakage costs and premiums in connection with the repayment thereof) that it is acting in its capacity will be outstanding thereunder as agent for such lendersof the Closing, (bii) that upon the payment of that portion receipt of the Payoff Amount set forth in such Payoff Letter by the time and date specified in the Payoff Letter (plus any per diem amounts that may increase that portion of the Payoff Amount payoff amount set forth therein), the Company Group applicable instruments evidencing and/or giving rise to such Indebtedness shall have satisfied be automatically terminated and all Liabilities and obligations to the applicable lender or lenders under the documents governing the Payoff Indebtedness (other than breakage costs which may be invoiced at a later date and expense reimbursement and indemnification obligations which are not yet due and payable and survive the termination thereunder of the applicable loan documents)Transferred Entities shall be satisfied, released and discharged (c) all commitments of the lenders under the applicable Payoff Indebtedness have been terminated in full, (d) all guarantees and liens granted under the Payoff Indebtedness, if any, shall have been or, upon the disbursement of the relevant portion of the Payoff Amount in accordance with the instructions in the applicable Payoff Letter shall be, discharged and released in their entirety, (e) each applicable lender or its agent agrees to deliver all lien releases or other documents reasonably requested by Buyer or any lender to Buyer to evidence the releases referred to in clause (d), (f) Buyer or the borrowers and any guarantors under the Payoff Indebtedness are authorized to prepare and file or deliver, as the case may be, UCC-3 lien termination financing statements, mortgage releases, intellectual property releases, deposit account control agreement termination notices and such other releases and documentation necessary to effectuate the release of liens contemplated by clause (d) above and (g) in respect of any Payoff Indebtedness that is secured by a lien, an undertaking of the holders of such Payoff Indebtedness to promptly deliver to the Company Group upon payment of the amounts specified in the Payoff Letter except for (i) the provisions in such fully executed documents as may be reasonably requested instruments that, by Buyer to evidence the release of their terms, expressly survive such liens termination and (ii) any and all assets Existing Letters of Credit contemplated by the applicable payoff letter to remain in effect or outstanding following the release of the Company Group Liens described in clause (a)(iii) below) and (iii) that all Liens securing such Liabilities and obligations thereunder shall be, upon the possession or control payment of applicable payoff amount, automatically released and terminated, and (b) documents necessary to release and/or evidence the release of the agent or the applicable lender(sLiens described in clause (a)(iii) held as collateral to secure the Payoff Indebtednessabove, including, without limitationall relevant statements, notes authorizations and stock certificatesother 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 release of the Liens described in clause (a)(iii) above. With respect to any Existing Letter of Credit, prior to the Closing, Parent shall, and shall cause the 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 subject to Section 5.9.

Payoff Letters. (i) Prior to the Closing, but no later than five Business Days prior to the Closing Date, the Company shall deliver customary payoff letters in form and substance reasonably acceptable to Parent (each Seller shall use its commercially reasonable efforts to obtain a “Payoff Letter duly executed by Letter”) for the lender or agent Closing Date Indebtedness set forth on Section 1.7 of the Disclosure Schedule and all other indebtedness for each item of Payoff borrowed money incurred between the date hereof and the Closing Date other than the Settlement Debt (collectively, the “Terminated Indebtedness”), which shall state provide that upon receipt from or on behalf of the Company of the pay-off amount set forth in the Payoff Letter, (a) if the party delivering such Payoff Letter is an agent for Terminated Indebtedness incurred shall be satisfied, and all obligations of the lenders under the Payoff Indebtedness, terminated (other than those that it is acting customarily survive in its capacity as agent for such lenders, payoff letters) and (b) upon if any Terminated Indebtedness is secured, all Liens relating to the payment of that portion assets, rights and properties of the Payoff Amount set forth in Company with respect to such secured Terminated Indebtedness shall be released and 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 delivery of such Payoff Letter Letters by the time lenders pursuant to the immediately preceding sentence and date specified any other information as may be reasonably required to determine amounts required to pay off, discharge and terminate the Terminated Indebtedness, Parent shall, or shall cause, all Terminated Indebtedness to be paid off and/or terminated. (ii) Immediately after the Closing, Parent shall pay by wire transfer, all Settlement Debt that represents the criminal settlement amount due from the Company under the Settlement Agreement, as expressly accelerated in the Payoff Letter (plus any per diem amounts that may increase that portion Paragraph 8(d) of the Payoff Amount set forth therein)plea agreement, the Company Group shall have satisfied all obligations to the applicable lender or lenders under the documents governing the Payoff Indebtedness (other than breakage costs which may be invoiced at a later date and expense reimbursement and indemnification obligations which are not yet due and payable and survive the termination of the applicable loan documents), (c) all commitments of the lenders under the applicable Payoff Indebtedness have been terminated in full, (d) all guarantees and liens granted under the Payoff Indebtedness, if any, shall have been or, upon the disbursement of the relevant portion of the Payoff Amount United States in accordance with the instructions in Settlement Agreement. Within 15 days after the applicable Payoff Letter Closing, Parent shall bepay by wire transfer, discharged and released in their entirety, (e) each applicable lender or its agent agrees to deliver all lien releases or other documents reasonably requested by Buyer or any lender to Buyer to evidence Settlement Debt that represents the releases referred to in clause (d), (f) Buyer or civil settlement amount due from the borrowers and any guarantors Company under the Payoff Indebtedness are authorized to prepare and file or deliverSettlement Agreement, as the case may be, UCC-3 lien termination financing statements, mortgage releases, intellectual property releases, deposit account control agreement termination notices and such other releases and documentation necessary to effectuate the release of liens contemplated by clause (dexpressly accelerated in Section 1(e) above and (g) in respect of any Payoff Indebtedness that is secured by a lien, an undertaking of the holders of such Payoff Indebtedness to promptly deliver civil settlement agreement, to the Company Group upon payment of United States and Medicaid Participating States in accordance with the amounts specified in the Payoff Letter (i) such fully executed documents as may be reasonably requested by Buyer to evidence the release of such liens and (ii) any and all assets of the Company Group in the possession or control of the agent or the applicable lender(s) held as collateral to secure the Payoff Indebtedness, including, without limitation, notes and stock certificatesSettlement Agreement.

Payoff Letters. Prior to the Closing, each Seller shall use its commercially reasonable efforts to obtain a Payoff Letter duly executed by the lender or agent for each item of Payoff Indebtedness, which shall state that (a) if The Company shall, and shall cause its Subsidiaries to, deliver all notices and take all other actions necessary, appropriate or reasonably requested by Parent to facilitate the party delivering 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, 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 Release and (iii) at least two (2) Business Days prior to the Closing Date, deliver, or cause to be delivered, to Parent (x) evidence reasonably satisfactory to Parent that the Company has timely delivered such notices and (y) an executed payoff letter with respect to the Credit Agreement (the “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 is an agent for shall, among other things, set forth the lenders under amount required to effectuate the Payoff Indebtednessand Release (the “Payoff Amount”) and provide that all obligations outstanding under, that it is acting and all Liens and guarantees granted in its capacity as agent for such lendersconnection with, (b) the Credit Agreement shall, upon the payment of that portion Payoff Amount, be released and terminated and (z) customary release documentation in form and substance reasonably acceptable to Parent evidencing the release of each Lien and guarantee granted in connection with the Credit Agreement (the Payoff Letter and other documents contemplated in clauses (x), (y) and (z) collectively, the “Payoff Documents”). (b) At or prior to the Effective Time and subject to the satisfaction of the Payoff Amount Company’s obligations set forth in such Payoff Letter by the time and date specified in the Payoff Letter Section 8.12(a), Parent will repay (plus any per diem amounts that may increase that portion or cause to be repaid) on behalf of the Payoff Amount set forth therein), the Company Group shall have satisfied all obligations to the applicable lender or lenders under the documents governing the Payoff Indebtedness (other than breakage costs which may be invoiced at a later date and expense reimbursement and indemnification obligations which are not yet due and payable and survive the termination of the applicable loan documents), (c) all commitments of the lenders under the applicable Payoff Indebtedness have been terminated in full, (d) all guarantees and liens granted under the Payoff Indebtedness, if any, shall have been or, upon the disbursement of the relevant portion of its Subsidiaries the Payoff Amount in accordance with the instructions in the applicable Payoff Letter shall be, discharged and released in their entirety, (e) each applicable lender or its agent agrees to deliver all lien releases or other documents reasonably requested by Buyer or any lender to Buyer to evidence the releases referred to in clause (d), (f) Buyer or the borrowers and any guarantors under the Payoff Indebtedness are authorized to prepare and file or deliver, as the case may be, UCC-3 lien termination financing statements, mortgage releases, intellectual property releases, deposit account control agreement termination notices and such other releases and documentation necessary to effectuate the release of liens contemplated by clause (d) above and (g) in respect of any Payoff Indebtedness that is secured by a lien, an undertaking of the holders of such Payoff Indebtedness to promptly deliver to the Company Group upon payment of the amounts specified manner set forth in the Payoff Letter (i) such fully executed documents as may be reasonably requested by Buyer to evidence the release of such liens and (ii) any and all assets of the Company Group in the possession or control of the agent or the applicable lender(s) held as collateral to secure the Payoff Indebtedness, including, without limitation, notes and stock certificatesLetter.

Payoff Letters. Prior The Company shall, and shall cause each of its Subsidiaries to (i) (A) obtain customary payoff letters and lien release documentation (the Closing, each Seller shall use its commercially reasonable efforts to obtain a “Credit Agreement Payoff Letter duly executed by Letters”) from the lender or agent for each item existing holders of Payoff Indebtedness, which shall state that (a) if the party delivering such Payoff Letter is an agent for the lenders Indebtedness outstanding under the Payoff IndebtednessIndebtedness – Credit Facilities providing for the payoff, discharge and termination of such Payoff Indebtedness – Credit Facilities on the Closing Date, (B) upon Bidco’s request, deliver any conditional call notice required pursuant to the documents governing the Green Senior Notes and the Note Issuance Facility 2020 to permit the redemption of all notes outstanding thereunder on the Closing Date, or such later date as may be specified by Bidco (it being understood that it is acting Bidco’s request shall be delivered to the Company at least five (5) Business Days prior to the commencement date of the applicable minimum notice period required thereunder for a redemption to occur on the Closing Date or such later date) and (C) with respect to Payoff Indebtedness not described in clauses (i)(A) and (i)(B) hereof (other than the Green Exchangeable Notes), use reasonable best efforts to (x) other than to the extent waived by Bidco in its capacity sole discretion, obtain customary payoff letters and lien release documentation from the existing holders of such Indebtedness providing for the payoff, discharge and termination of such Payoff Indebtedness on the Closing Date, (y) upon Bidco’s request, to the extent permitted therein, deliver any conditional call notice pursuant to the documents governing such Indebtedness to permit the redemption of such Indebtedness outstanding thereunder on the Closing Date, or such later date as agent may be specified by Bidco (it being understood that Bidco’s request shall be delivered to the Company at least five (5) Business Days prior to the commencement date of the applicable minimum notice period required thereunder for a redemption to occur on the Closing Date or such later date), or (z) with respect to the Payoff Indebtedness listed in Section 6.5 of the Company Disclosure Schedule, obtain any consents necessary for such lenders, Payoff Indebtedness to remain in place following Closing; provided that if such consents cannot be obtained (b) upon or if Bidco waives the payment of that portion of the Payoff Amount set forth in foregoing requirement to obtain such consents with respect to any such Payoff Letter by the time and date specified in the Payoff Letter (plus any per diem amounts that may increase that portion of the Payoff Amount set forth thereinIndebtedness), the Company Group shall have satisfied use reasonable best efforts to obtain customary payoff letters and lien release documentation for such Payoff Indebtedness, (ii) deliver all obligations material notices in connection with any Payoff Indebtedness, and (iii) use reasonable best efforts to take all other actions reasonably requested by Bidco that are required in accordance with the applicable lender or lenders terms thereof for the termination of all commitments outstanding under the documents governing the all Payoff Indebtedness (other than breakage costs which may be invoiced at a later date and expense reimbursement and indemnification obligations which are not yet due and payable and survive the termination of the applicable loan documentsGreen Exchangeable Notes), (c) the repayment in full of all commitments of the lenders under the applicable Payoff Indebtedness have been terminated in full, (d) all guarantees and liens granted under the Payoff Indebtednessobligations, if any, shall have been oroutstanding thereunder, upon the disbursement of the relevant portion of the Payoff Amount in accordance with the instructions in the applicable Payoff Letter shall be, discharged and released in their entirety, (e) each applicable lender or its agent agrees to deliver all lien releases or other documents reasonably requested by Buyer or any lender to Buyer to evidence the releases referred to in clause (d), (f) Buyer or the borrowers and any guarantors under the Payoff Indebtedness are authorized to prepare and file or deliver, as the case may be, UCC-3 lien termination financing statements, mortgage releases, intellectual property releases, deposit account control agreement termination notices and such other releases and documentation necessary to effectuate the release of liens all Liens, if any, securing such obligations, and the release of any guarantees provided in connection therewith as of the Closing Date. The Company shall, and shall cause its Subsidiaries to, provide to Bidco not later than five (5) Business Days prior to the Closing Date drafts of each Credit Agreement Payoff Letter and related payoff and lien release documentation for any other Payoff Indebtedness contemplated by clause this Agreement to be paid in full and/or retired in connection with the Closing. Anything to the contrary set forth in this Agreement notwithstanding, (d) above and (gi) in respect no event shall this Section 6.5 require the Company or any of its Subsidiaries to (x) cause the termination or repayment of any Payoff Indebtedness to be effective unless the Closing shall have occurred (including the delivery of call or redemption notices that is secured by a lien, an undertaking are not conditional or that are irrevocable pursuant to the terms of the holders applicable Payoff Indebtedness), or (y) incur any Liability in connection with the terminations of any such Payoff Indebtedness to promptly deliver that is effective prior to the Company Group upon payment occurrence of the amounts specified in the Payoff Letter (i) such fully executed documents as may be reasonably requested by Buyer to evidence the release of such liens Closing, and (ii) any and all assets Bidco shall pay, or cause payment to be made, to each holder of the Payoff Indebtedness pursuant to the Credit Agreement Payoff Letters and other payoff and lien release documentation for any Indebtedness contemplated by this Agreement to be paid in full and/or retired in connection with the Closing. The Company Group shall not, and shall cause each of its Subsidiaries not to, cause additional letters of credit to be issued pursuant to the Santander Agreement and shall use, and cause each of its Subsidiaries to use, commercially reasonable efforts to ensure that the current letter of credit issued thereunder is not drawn, in the possession each case on or control of the agent or the applicable lender(s) held as collateral prior to secure the Payoff Indebtedness, including, without limitation, notes and stock certificatesClosing.