Common use of Payoff Letters Clause in Contracts

Payoff Letters. On or prior to the Closing Date, 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 Business Days prior to the Closing Date. Each Payoff Letter shall (i) indicate the 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 Indebtedness as of the anticipated Closing Date (“Payoff Amount”), (ii) state that upon receipt of the Payoff Amount, the instrument evidencing such Indebtedness shall be terminated and any share certificates and other physical collateral shall be returned, and (iii) state that all Encumbrances and all guarantees in connection therewith relating to the assets and properties of the Company or any of its Subsidiaries shall be, upon the payment of the Payoff Amount on the Closing Date, released and terminated. Each of the Seller and the Company shall, and shall cause the Company’s Subsidiaries to, use reasonable best efforts to deliver all notices and take all other commercially reasonable actions, including 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. On or prior to the Closing Date, the Seller The Company shall deliver to Parent (or cause to be deliveredi) to the Buyer fully executed payoff letters, each in customary form, from the agents at least five (or lenders5) 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 Business Days prior to the Closing Date. Each Payoff Letter shall , drafts of, and (iii) indicate at least two (2) Business Days prior to the total Closing Date, final copies of customary payoff letters, release and termination documentation (including any termination statements on Form UCC-3, mortgage releases, account control agreement terminations, intellectual property security agreement releases or other applicable release) in form and substance reasonably agreed by Parent (and, in the case of clause (ii), executed by the lenders (or an agent or other representative authorized to act on their behalf)) in connection with the repayment of the Closing Debt to be Discharged, evidencing (x) the amount required to repay in full all principal, accrued and unpaid interest, fees, penalties, premiums, breakage costs and all other amounts, as applicable, required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations under the terms of such Closing Debt to be Discharged in order to repay in full all Indebtedness as of thereunder on the anticipated Closing Date (collectively, the “Payoff Amount”), (ii) state that upon receipt of the Payoff Amount, the instrument evidencing such Indebtedness shall be terminated and any share certificates and other physical collateral shall be returned, and (iiiy) state that all Encumbrances and all guarantees in connection therewith relating to the assets and properties of the Company or any of its Subsidiaries shall be, upon the payment repayment in full of the Payoff Amount on the Closing Date, released and terminated. Each (i) the termination of all commitments to extend credit under such Closing Debt to be Discharged, (ii) the termination or release, as of the Seller Closing Date, of any and all payment obligations guarantees and Liens entered into or granted to guarantee or secure, as applicable, such Closing Debt to be Discharged (other than any provisions thereof that by the express terms of such Closing Debt to be Discharged shall survive such termination), (iii) termination of all related loan documents and agreements (other than any provision thereof by the express terms of which shall survive such termination) and (iv) the authorization for the Company shall(or its designees) to file UCC financing statements, mortgage releases, intellectual property security agreement releases and shall cause other applicable security interest terminations to effect the Companyrelease of such Liens securing such Closing Debt to be Discharged and providing for the return of all possessory collateral in the applicable secured party’s Subsidiaries to, use reasonable best efforts to deliver all notices possession (the “Payoff Letters”). If and take all other commercially reasonable actions, including with respect to the backstop or termination of extent there are any letters of credit issued and outstanding under any Credit Agreement that provides credit support for any obligations of the Company or any of its Subsidiaries, at or prior to the Closing, Parent shall enter into new letters of credit to replace or backstop any such letters of credit outstanding under the Company’s Indebtedness Credit Agreements or post cash collateral in respect of any such letters of credit, in each case, to facilitate the termination of commitments thereunder, the repayment in full of all obligations then outstanding thereunder (using funds arranged extent required by the Buyer) and the release of all Encumbrances and termination of all guarantees in connection therewith on the Closing DatePayoff Letters.

Payoff Letters. On or prior to Payoff letters (the Closing Date, 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 LetterLetters”) in respect of each item of Company Indebtedness constituting the Company Closing Debt Amount listed in Section 8.12 of the Disclosure Schedules (unless otherwise agreed by Buyer), it being agreed in form and substance reasonably satisfactory to Buyer that Buyer shall use commercially reasonable efforts to provide such Payoff Letters as least three Business Days prior to (a) specifies the Closing Date. Each Payoff Letter shall (i) indicate the total aggregate amount required to be paid to fully satisfy all such Company Indebtedness and obligations (including principal, interest, prepayment premiumsfees, penalties, breakage costs or similar obligations expenses and other amounts payable under the terms of such Indebtedness Company Indebtedness) that will be outstanding as of the anticipated Closing Date (“Payoff Amount”), (ii) state that upon receipt of the Payoff Amount, the instrument evidencing such Indebtedness shall be terminated and any share certificates and other physical collateral shall be returnedDate, and (iiib) state that all Encumbrances provides for the discharge and termination of such Company Indebtedness and obligations (and the termination of all guarantees and Liens, if any, in connection therewith relating to the assets and properties of the Company or any of its Subsidiaries shall be, Subsidiary thereof) upon the payment of the Payoff Amount amounts set forth therein on the Closing Date, released and terminated. Each of the Seller such Payoff Letter shall include either (i) UCC-3 termination statements and the Company shall, fully executed short-form termination and shall cause the Company’s Subsidiaries to, use reasonable best efforts to deliver all notices and take all other commercially reasonable actions, release agreements (including leasehold mortgage releases) with respect to any and all security interests in any assets that, when filed or recorded, as the backstop case may be, will be sufficient to release any and all such security interests in such assets, and the authorization for Buyer or termination the Company to file or record such documents (unless already filed concurrently with delivery of any letters such Payoff Letter), in each case to the extent securing such Company Indebtedness or (ii) an affirmative obligation on behalf of credit issued under the Company’s holder of such Company Indebtedness to facilitate the termination release such security interests following its receipt of commitments thereunder, the repayment payment 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 Datesuch Company Indebtedness.

Payoff Letters. On or (A) At least two (2) Business Days prior to the Closing Date, the Seller Company shall deliver have delivered to Parent (or cause i) an unexecuted Payoff Letter from the lenders under the Credit Facilities that authorize the release of all Encumbrances securing such Credit Facilities upon payment in full and (ii) with respect to any other Indebtedness for borrowed money intended to be delivered) repaid as of the Closing, unexecuted payoff letters relating to the Buyer fully executed such Indebtedness, which payoff letters, each letters shall be 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 Business Days prior to the Closing Date. Each Payoff Letter form and shall (ix) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs premiums or similar other outstanding and unpaid obligations under the terms of related to such Indebtedness as of the anticipated Closing Date (“Payoff Amount”), (ii) state that upon receipt of the Payoff Amount, the instrument evidencing such Indebtedness shall be terminated and any share certificates and other physical collateral shall be returned, and (iiiy) state that all obligations (including guarantees) in respect thereof and Encumbrances and all guarantees in connection therewith relating to the assets and properties of the Company or any of its Subsidiaries shall be, upon the payment of the Payoff Amount on the Closing Date, released and terminated. Each of the Seller and the Company shall, and shall cause the Company’s Subsidiaries to, use reasonable best efforts to deliver all notices and take all other commercially reasonable actions, including 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 equity interests in and assets of the Company shall be, substantially concurrently with the receipt of the applicable payoff amount on the Closing DateDate by the Persons holding such Indebtedness or other obligations, be released and terminated, or arrangements reasonably satisfactory to Parent for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit thereunder and (B) immediately prior to Closing, the Company shall have delivered to Parent an executed and released Payoff Letter and executed and released additional payoff letters as described in clause (A) above.

Payoff Letters. On or At least five (5) Business Days prior to the anticipated Closing Date, the Seller Company shall, or shall cause its Subsidiaries to, use reasonable best efforts to deliver (or cause to be delivered) to the Buyer fully executed a draft copy of one or more payoff letters, each in customary form, from the agents holders (or lendersan agent or other representative on their behalf) under of the Company’s Indebtedness indebtedness relating to be paid off at the Closing pursuant Company Credit Agreements notified by the Buyer to Section 2.2(bthe Company within thirty (30) (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 Business Days prior to the Closing DateDate (the “Repaid Indebtedness”) (such letters, when fully executed in form and substance reasonably satisfactory to the Buyer, the “Payoff Letters”). Each Unless otherwise agreed in writing to by the Buyer, the Payoff Letter Letters shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar and any other monetary obligations then due and payable under the terms of such Repaid Indebtedness as of the anticipated Closing Date (and, if applicable, the daily accrual thereafter) (the “Payoff Amount”), together with wire transfer and payment instructions, (ii) state that that, upon receipt of the Payoff AmountAmount in accordance with such Payoff Letters, (x) all such obligations and the instrument evidencing such Indebtedness loan documents relating thereto shall be discharged and terminated and (y) all Liens and guarantees in connection with such obligations or loan documents relating to the Company, any share certificates and other physical collateral Subsidiaries of the Company or any of their respective assets or properties shall be returnedreleased and terminated, and (iii) state that provide for the return of all Encumbrances and all guarantees in connection therewith possessory collateral relating to the assets and properties of the Company or any of its Subsidiaries shall be, upon the payment or any of the Payoff Amount their respective assets or properties (if any) in connection with such obligations or loan documents on the Closing DateDate (to the extent reasonably practicable, released and terminatedor otherwise, promptly thereafter). Each of Prior to the Seller and Closing, the Company shall, and shall cause deliver the Company’s Subsidiaries to, use reasonable best efforts to deliver all notices and take all other commercially reasonable actions, including with respect Payoff Letters 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. On or The Company shall, no later than three (3) Business Days prior to the Closing Date, the Seller shall obtain and deliver to Purchaser: (or cause a) a copy of an executed payoff letter, in form and substance satisfactory to be delivered) Purchaser, from each creditor with respect to the Buyer fully executed payoff letters, each in customary form, from 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 agents (or lenders) under the Company’s Indebtedness to be paid off at day immediately preceding the Closing pursuant to Section 2.2(b) (other than the Indebtedness under the Indenture) Date, which payoff letter (each such payoff letter, a “Payoff Letter”), it being agreed that Buyer shall use commercially reasonable efforts to provide such Payoff Letters as least three Business Days prior to the Closing Date. Each Payoff Letter shall ) shall: (i) indicate the total aggregate amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations under such creditor on the terms of such Indebtedness as of the anticipated Closing Date (“Payoff Amount”)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 Amountamount described in clause “(i)” above, the instrument instruments evidencing such Indebtedness shall be terminated and any share certificates and other physical collateral shall be returned, terminated; and (iii) state that all Encumbrances Liens and all guarantees in connection therewith relating to the assets and properties of the Company or any of its Subsidiaries Acquired Companies securing such Indebtedness (if any) shall be, upon the payment of the Payoff Amount amount described in clause “(i)” above on the Closing Date, released and terminated. Each ; (b) a UCC-3 termination statement terminating the security interests of each Person holding a security interest in the assets of any of the Seller 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, and shall cause the Company’s Subsidiaries toPayoff Letters to be updated, use reasonable best efforts to deliver all notices and take all other commercially reasonable actionsas necessary, including 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. On or prior to Sellers and the Closing DateCompany shall, 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 no later 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 Business Days prior to the Closing Date. Each , obtain and deliver to Purchaser: (a) a copy of an executed payoff letter (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 6.9 which payoff letter (each such payoff letter, a “Payoff Letter shall Letter”) shall: (i) indicate the total aggregate amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations under such creditor on the terms of such Indebtedness as of the anticipated Closing Date (“Payoff Amount”)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 Amountamount described in clause “(i)” above, the instrument instruments evidencing such Indebtedness shall be terminated and any share certificates and other physical collateral shall be returned, terminated; and (iii) state that all Encumbrances Liens and all guarantees in connection therewith relating to the assets and properties of the Company or any of its Subsidiaries Acquired Companies securing such Indebtedness (if any) shall be, upon the payment of the Payoff Amount amount described in clause “(i)” above on the Closing Date, released and terminated. Each ; (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 Seller 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, and shall cause the Company’s Subsidiaries toPayoff Letters to be updated, use reasonable best efforts to deliver all notices and take all other commercially reasonable actionsas necessary, including 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. On or prior to the Closing DateThe Company shall, 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 no later 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 Business Days prior to the Closing Date. Each , obtain and deliver to Parent: (a) a copy of an executed payoff letter, in form and substance reasonably satisfactory to Parent, from each Noteholder and each creditor with respect to any other Company Indebtedness that will be outstanding as of 11:59 p.m. (California time) on the day immediately preceding the Closing Date, which payoff letter (each such payoff letter, a “Payoff Letter shall Letter”) shall: (i) indicate the total aggregate amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations under such creditor on the terms of such Indebtedness as of the anticipated Closing Date (“Payoff Amount”)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 Amountamount described in clause “(i)” above, the instrument instruments evidencing such Indebtedness shall be terminated and any share certificates and other physical collateral shall be returned, and (iii) state that all Encumbrances Liens and all guarantees in connection therewith relating to the assets and properties of the Company or any of its Subsidiaries Acquired Companies securing such Indebtedness (if any) shall be, upon the payment of the Payoff Amount amount described in clause “(i)” above on the Closing Date, released and terminated. Each ; (b) a UCC-3 termination statement terminating the security interests of each Person holding a security interest in the assets of any of the Seller 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, and shall cause the Company’s Subsidiaries toPayoff Letters to be updated, use reasonable best efforts to deliver all notices and take all other commercially reasonable actionsas necessary, including 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. On The Company shall obtain from the agent and/or lenders, as applicable, under each Existing Credit Agreement: (a) an executed payoff letter in form and substance reasonably acceptable to Purchaser (and deliver (or cause the borrower under such facility to deliver, as applicable) all notices and take all other reasonable and customary actions necessary to effect the payoff of all such facilities on the Closing Date), on or prior to the Closing Date, the Seller shall deliver Date (or cause and 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 a draft of such Payoff Letters as least payoff letter no later than three Business Days prior to the Closing Date. Each Payoff Letter shall ), setting forth: (i) indicate the total amount amounts required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations under the terms of such Indebtedness as of the anticipated Closing Date (“Payoff Amount”), (ii) state that upon receipt of the Payoff Amount, the instrument evidencing such Indebtedness shall be terminated and any share certificates and other physical collateral shall be returned, and (iii) state that all Encumbrances and all guarantees pay off in connection therewith relating to the assets and properties of the Company or any of its Subsidiaries shall be, upon the payment of the Payoff Amount full on the Closing Date, released the Indebtedness owing to such creditor (including the outstanding principal, accrued and terminated. Each of the Seller unpaid interest and the Company shallprepayment and other penalties, and shall cause including any payments in kind or other adjustments but excluding any contingent indemnification obligations and unasserted expense reimbursement obligations) and wire transfer information for such payment; (ii) that upon payment of such amounts, there will occur a discharge and termination in full on the Company’s Subsidiaries toClosing Date of all amounts payable under the applicable facility (other than any contingent indemnification obligations and unasserted expense reimbursement obligations) (and, use reasonable best efforts to deliver all notices and take all other commercially reasonable actions, including with respect to the backstop or termination extent of any existing letters of credit, at the Purchaser’s option, cash collateralization, “grandfathering” of letters of credit issued under the Company’s Indebtedness to facilitate the termination or issuance of commitments thereunder, the repayment a “back-to-back” letter of credit in full of all obligations then outstanding thereunder (using funds arranged by the Buyerrespect thereof) and the release of all Encumbrances and a termination of all guarantees in connection therewith documents related thereto; and (iii) that upon payment of such amounts, there will occur an automatic and irrevocable release of the Acquired Companies, including all Liens and pledges of collateral, if any, which such creditor may hold on any of the assets of the Acquired Companies (including any Liens on the Closing DateRegistered Intellectual Property of any Acquired Company and a commitment to record, or an authorization of the Company and Purchaser to cause to be recorded, such releases at the PTO or other similar Governmental Authority in another jurisdiction), and a termination of all Guarantees related to such facilities (each, a “Payoff Letter”); and (b) a duly completed and executed IRS Form W-9, Form W-8BEN or Form W-8BEN-E, as applicable.