Common use of Payoff Letters Clause in Contracts

Payoff Letters. At least six (6) Business Days prior to the Closing Date, the Sellers shall deliver to the Purchaser (A) copies of instructions provided by, or on behalf of, the Sellers in accordance with the terms of the instruments, documents and agreements governing the applicable Terminated Debt for purposes of either terminating, redeeming or defeasing and redeeming, as the case may be, such applicable Terminated Debt and (B) copies of executed payoff or instruction letters, in form and substance reasonably satisfactory to the Purchaser (such instructions and payoff letters are collectively referred to in this Section 6.10 as the “Payoff Letters”), from the applicable debt providers (or agents or trustees therefor) in respect of the Terminated Debt that (W) confirm the aggregate outstanding amount required to be paid or irrevocably deposited to fully satisfy, redeem, defease or discharge such applicable Terminated Debt in accordance with the terms of the applicable indenture, agreement and related documents governing such Terminated Debt as of the anticipated Closing Date (and the daily per diem accrual of interest and premium, if applicable, thereafter) (the “Payoff Amount”), (X) provide that upon receipt or (pursuant to the terms of any applicable Terminated Debt) deposit in irrevocable escrow of the applicable Payoff Amount, such Terminated Debt shall be terminated, defeased or redeemed, as the case may be, except for (aa) contingent indemnification obligations (to the extent no claims thereon have been made as of the Closing Date) which by their terms survive the termination of such Terminated Debt or (bb) any applicable defeasance or escrow provisions (to the extent provided for in the applicable indentures as of the date hereof) with respect to the Terminated Debt, provided that the Terminated Debt shall have been defeased and the liens of the Terminated Debt discharged as of the Closing, and (Y) provide that (i) all liens and any applicable guarantees or letters of credit granted in connection with such Terminated Debt shall be, upon the payment or deposit in escrow of the Payoff Amount at the Closing, automatically released, terminated and discharged and (ii) the Transferred Companies, the Purchaser or their designees are authorized from and after the Closing to file all Uniform Commercial Code termination statements as are necessary to effectuate, or reflect of public record, the release and discharge of such liens. On or prior to the Closing Date, the Sellers shall (1) have paid or irrevocably deposited with the applicable issuer or indenture trustee, the applicable Payoff Amount with respect to all Terminated Debt, (2) have taken all actions and delivered, or caused to be delivered, all documents required under the agreements or indentures governing the Terminated Debt to terminate or defease and discharge the Terminated Debt and release the liens of the applicable agreements and indentures with respect thereto and (3) obtain all documents, terminations and releases (including with respect to outstanding mortgages), as are reasonably necessary to release such liens, in each case in customary form and substance. The Sellers shall be responsible for all costs, expenses, fees and other amounts payable in connection with the Payoff Amount and shall provide confirmations that all Terminated Debt has been either fully paid and settled or defeased and discharged prior to or upon Closing.

Payoff Letters. At least six No later than three (63) Business Days prior to the Closing DateClosing, the Sellers Parent shall deliver or cause to the be delivered to Purchaser (Aa) copies of instructions provided by, or on behalf of, the Sellers in accordance with the terms of the instruments, documents and agreements governing the applicable Terminated Debt for purposes of either terminating, redeeming or defeasing and redeeming, as the case may be, such applicable Terminated Debt and (B) copies of duly executed payoff letters (or instruction letters, local equivalents) in customary form and substance reasonably satisfactory to Parent for all third party Indebtedness for borrowed money of the Purchaser (such instructions and Transferred Entities, which payoff letters are collectively referred to in this Section 6.10 as the “Payoff Letters”), from the applicable debt providers (or agents or trustees thereforlocal equivalents) in respect shall state (i) the aggregate amount of the Terminated Debt that obligations of the Transferred Entities (W) confirm the aggregate outstanding amount required to be paid or irrevocably deposited to fully satisfyincluding unpaid principal, redeemaccrued and unpaid interest, defease or discharge such applicable Terminated Debt prepayment penalties, breakage costs and premiums in accordance connection with the terms of the applicable indenture, agreement and related documents governing such Terminated Debt as of the anticipated Closing Date (and the daily per diem accrual of interest and premium, if applicable, thereafterrepayment thereof) (the “Payoff Amount”), (X) provide that upon receipt or (pursuant to the terms of any applicable Terminated Debt) deposit in irrevocable escrow of the applicable Payoff Amount, such Terminated Debt shall will be terminated, defeased or redeemed, as the case may be, except for (aa) contingent indemnification obligations (to the extent no claims thereon have been made as of the Closing Date) which by their terms survive the termination of such Terminated Debt or (bb) any applicable defeasance or escrow provisions (to the extent provided for in the applicable indentures as of the date hereof) with respect to the Terminated Debt, provided that the Terminated Debt shall have been defeased and the liens of the Terminated Debt discharged outstanding thereunder as of the Closing, (ii) that upon receipt of the payoff amount set forth therein, the applicable instruments evidencing and/or giving rise to such Indebtedness shall be automatically terminated and all Liabilities and obligations thereunder of the Transferred Entities shall be satisfied, released and discharged (Y) provide that 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) that all liens Liens securing such Liabilities and any applicable guarantees or letters of credit granted in connection with such Terminated Debt obligations thereunder shall be, upon the payment or deposit in escrow of applicable payoff amount, automatically released and terminated, and (b) documents necessary to release and/or evidence the release of the Payoff Amount at Liens described in clause (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 release of the Liens described in clause (a)(iii) above. With respect to any Existing Letter of Credit, prior to the Closing, automatically releasedParent shall, terminated and discharged and (ii) shall cause the Transferred CompaniesEntities to, the use reasonable best efforts to take all actions requested by Purchaser to terminate 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 assist with Purchaser’s backstop of public record, such Existing Letters of Credit (including the release and discharge of such liens. On all related Liens and security interests); provided, that if any Existing Letter of Credit is not backstopped or terminated on or prior to the Closing DateClosing, the Sellers shall (1) have paid or irrevocably deposited with the applicable issuer or indenture trustee, the applicable Payoff Amount with respect to all Terminated Debt, (2) have taken all actions and delivered, or caused to be delivered, all documents required under the agreements or indentures governing the Terminated Debt to terminate or defease and discharge the Terminated Debt and release the liens such Existing Letter of the applicable agreements and indentures with respect thereto and (3) obtain all documents, terminations and releases (including with respect to outstanding mortgages), as are reasonably necessary to release such liens, in each case in customary form and substance. The Sellers Credit shall be responsible for all costs, expenses, fees and other amounts payable in connection with the Payoff Amount and shall provide confirmations that all Terminated Debt has been either fully paid and settled or defeased and discharged prior subject to or upon ClosingSection 5.9.

Payoff Letters. At least six (6) Business Days prior Prior to the Closing DateClosing, 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 Sellers Company Group shall deliver have satisfied all obligations to the Purchaser applicable lender or lenders under the documents governing the Payoff Indebtedness (Aother 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) copies all commitments of instructions provided bythe lenders under the applicable Payoff Indebtedness have been terminated in full, or on behalf of(d) all guarantees and liens granted under the Payoff Indebtedness, if any, shall have been or, upon the Sellers disbursement of the relevant portion of the Payoff Amount in accordance with the terms of the instruments, documents and agreements governing instructions in the applicable Terminated Debt for purposes of either terminatingPayoff Letter shall be, redeeming discharged and released in their entirety, (e) each applicable lender or defeasing 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 redeemingany 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 applicable Terminated Debt other releases and documentation necessary to effectuate the release of liens contemplated by clause (d) above and (B) copies of executed payoff or instruction letters, in form and substance reasonably satisfactory to the Purchaser (such instructions and payoff letters are collectively referred to in this Section 6.10 as the “Payoff Letters”), from the applicable debt providers (or agents or trustees thereforg) in respect of the Terminated Debt any Payoff Indebtedness that (W) confirm the aggregate outstanding amount required to be paid or irrevocably deposited to fully satisfyis secured by a lien, redeem, defease or discharge such applicable Terminated Debt in accordance with the terms an undertaking of the applicable indenture, agreement and related documents governing holders of such Terminated Debt as Payoff Indebtedness to promptly deliver to the Company Group upon payment of the anticipated Closing Date (and the daily per diem accrual of interest and premium, if applicable, thereafter) (the “Payoff Amount”), (X) provide that upon receipt or (pursuant to the terms of any applicable Terminated Debt) deposit in irrevocable escrow of the applicable Payoff Amount, such Terminated Debt shall be terminated, defeased or redeemed, as the case may be, except for (aa) contingent indemnification obligations (to the extent no claims thereon have been made as of the Closing Date) which by their terms survive the termination of such Terminated Debt or (bb) any applicable defeasance or escrow provisions (to the extent provided for amounts specified in the applicable indentures as of the date hereof) with respect to the Terminated Debt, provided that the Terminated Debt shall have been defeased and the liens of the Terminated Debt discharged as of the Closing, and (Y) provide that Payoff Letter (i) all such fully executed documents as may be reasonably requested by Buyer to evidence the release of such liens and any applicable guarantees or letters of credit granted in connection with such Terminated Debt shall be, upon the payment or deposit in escrow of the Payoff Amount at the Closing, automatically released, terminated and discharged and (ii) any and all assets of the Transferred Companies, Company Group in the Purchaser possession or their designees are authorized from and after control of the Closing to file all Uniform Commercial Code termination statements as are necessary to effectuate, agent or reflect of public record, the release and discharge of such liens. On or prior to the Closing Date, the Sellers shall (1) have paid or irrevocably deposited with the applicable issuer or indenture trustee, the applicable Payoff Amount with respect lender(s) held as collateral to all Terminated Debt, (2) have taken all actions and delivered, or caused to be delivered, all documents required under the agreements or indentures governing the Terminated Debt to terminate or defease and discharge the Terminated Debt and release the liens of the applicable agreements and indentures with respect thereto and (3) obtain all documents, terminations and releases (including with respect to outstanding mortgages), as are reasonably necessary to release such liens, in each case in customary form and substance. The Sellers shall be responsible for all costs, expenses, fees and other amounts payable in connection with secure the Payoff Amount Indebtedness, including, without limitation, notes and shall provide confirmations that all Terminated Debt has been either fully paid and settled or defeased and discharged prior to or upon Closingstock certificates.

Payoff Letters. At least six (6) No later than five Business Days prior to the Closing Date, the Sellers Company shall deliver to the Purchaser (A) copies of instructions provided by, or on behalf of, the Sellers in accordance with the terms of the instruments, documents and agreements governing the applicable Terminated Debt for purposes of either terminating, redeeming or defeasing and redeeming, as the case may be, such applicable Terminated Debt and (B) copies of executed customary payoff or instruction letters, letters in form and substance reasonably satisfactory acceptable to Parent (each a “Payoff Letter”) for the Purchaser 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 Xxxxx Fargo Bank, N.A., as lender (SBA Loan No. 77495950-08) such instructions and payoff letters are collectively referred to in this Section 6.10 that the Company shall have no Liability thereunder as of the Closing (collectively, the “Payoff LettersTerminated Indebtedness”), from the applicable debt providers (or agents or trustees therefor) in respect of the Terminated Debt that (W) confirm the aggregate outstanding amount required to be paid or irrevocably deposited to fully satisfy, redeem, defease or discharge such applicable Terminated Debt in accordance with the terms of the applicable indenture, agreement and related documents governing such Terminated Debt as of the anticipated Closing Date (and the daily per diem accrual of interest and premium, if applicable, thereafter) (the “Payoff Amount”), (X) 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 all obligations of the lenders terminated (other than those that customarily survive in payoff letters), (b) if any Terminated Indebtedness is secured, all Liens relating to the assets, rights and properties of the Company with respect to such secured Terminated Indebtedness shall be released and terminated without any further action by the secured parties and (c) 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 1.17 (Post-Closing Adjustment) and Section 4.2 (Conduct of the Business of the Company) and delivery of such Payoff Letters by the lenders pursuant to the terms of immediately preceding sentence and any applicable other information as may be reasonably required to determine amounts required to pay off, discharge and terminate the Terminated Debt) deposit Indebtedness, Parent shall, or shall cause, all Terminated Indebtedness to be paid off and/or terminated. Notwithstanding anything in irrevocable escrow of the applicable Payoff Amount, such Terminated Debt shall be terminated, defeased or redeemed, as the case may be, except for (aa) contingent indemnification obligations (this Agreement to the extent no claims thereon have been made as contrary, the Terminated Indebtedness shall only reduce the portion of the Closing Date) which by their terms survive the termination of such Terminated Debt or (bb) any applicable defeasance or escrow provisions (Upfront Cash Consideration payable to the extent provided for in the applicable indentures as of the date hereof) with respect to the Terminated Debt, provided that the Terminated Debt shall have been defeased and the liens of the Terminated Debt discharged as of the Closing, and (Y) provide that (i) all liens and any applicable guarantees or letters of credit granted in connection with such Terminated Debt shall be, upon the payment or deposit in escrow of the Payoff Amount at the Closing, automatically released, terminated and discharged and (ii) the Transferred Companies, the Purchaser or their designees are authorized from and after the Closing to file all Uniform Commercial Code termination statements as are necessary to effectuate, or reflect of public record, the release and discharge of such liens. On or prior to the Closing Date, the Sellers shall (1) have paid or irrevocably deposited with the applicable issuer or indenture trustee, the applicable Payoff Amount with respect to all Terminated Debt, (2) have taken all actions and delivered, or caused to be delivered, all documents required under the agreements or indentures governing the Terminated Debt to terminate or defease and discharge the Terminated Debt and release the liens of the applicable agreements and indentures with respect thereto and (3) obtain all documents, terminations and releases (including with respect to outstanding mortgages), as are reasonably necessary to release such liens, in each case in customary form and substance. The Sellers shall be responsible for all costs, expenses, fees and other amounts payable in connection with the Payoff Amount Key Employee and shall provide confirmations that not be borne equally by all Terminated Debt has been either fully paid and settled or defeased and discharged prior to or upon ClosingSecurityholders.

Payoff Letters. At Seller shall use its commercially reasonably efforts to deliver to Buyer, at least six (6) three Business Days prior to the Closing Date, the Sellers shall deliver to the Purchaser (A) copies of instructions provided by, or on behalf of, the Sellers in accordance with the terms of the instruments, documents and agreements governing the applicable Terminated Debt for purposes of either terminating, redeeming or defeasing and redeeming, as the case may be, such applicable Terminated Debt and (B) copies of executed payoff or instruction letters, in customary form and substance reasonably satisfactory to the Purchaser (such instructions and payoff letters are collectively referred to in this Section 6.10 as the “Payoff Letters”), from the applicable debt providers (or agents or trustees therefor) in respect lenders under the Credit Facility and each other item of the Terminated Debt Closing Indebtedness that (Wa) confirm the aggregate outstanding amount required to be paid or irrevocably deposited to fully satisfy, redeem, defease or discharge satisfy the Credit Facility and such applicable Terminated Debt in accordance with the terms of the applicable indenture, agreement and related documents governing such Terminated Debt other Closing Indebtedness as of the anticipated Closing Date (and the daily per diem accrual of interest and premium, if applicable, thereafter) (the “Payoff Amount”), (Xb) provide that upon (i) receipt or (pursuant to the terms of any applicable Terminated Debt) deposit in irrevocable escrow of the applicable Payoff AmountAmount and (ii) the consummation of arrangements satisfactory to the issuers thereof, the Credit Facility and such Terminated Debt other Closing Indebtedness shall be terminated, defeased or redeemed, as the case may be, terminated except for (aa) contingent indemnification and reimbursement obligations (to the extent no claims thereon have been made as of the Closing Date) which by their terms expressly survive the termination of the Credit Facility and such Terminated Debt or (bb) any applicable defeasance or escrow provisions (to the extent provided for in the applicable indentures as of the date hereof) with respect to the Terminated Debt, provided that the Terminated Debt shall have been defeased and the liens of the Terminated Debt discharged as of the Closing, other Closing Indebtedness and (Yc) provide that (i) all liens Indebtedness, Liens and any applicable all guarantees or letters of credit granted in connection with the Credit Facility and such Terminated Debt other Closing Indebtedness shall be, upon the payment or deposit in escrow of the Payoff Amount at the Closing, automatically released, terminated and discharged and (ii) the Transferred Companies, the Purchaser 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 liensLiens. On or prior Prior to the Closing Date, the Sellers Seller shall (1) have paid or irrevocably deposited with the applicable issuer or indenture trustee, the applicable Payoff Amount with respect to all Terminated Debt, (2) have taken all actions and delivered, or caused to be delivered, all documents required under the agreements or indentures governing the Terminated Debt to terminate or defease and discharge the Terminated Debt and release the liens of the applicable agreements and indentures with respect thereto and (3) obtain all documents, terminations and releases (including with respect to outstanding mortgages), as are reasonably necessary to release such liens, in each case in customary form and substanceLiens as of the Closing upon receipt of the applicable Payoff Amount. The Sellers Seller shall be responsible for all costs, expenses, fees and other amounts payable in connection with the request for the Payoff Amount and shall provide confirmations that all Terminated Debt has been either fully paid and settled or defeased and discharged prior to or upon ClosingLetters.

Payoff Letters. At least six (6) Business Days prior Prior to the Closing DateClosing, 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 Sellers Company Group shall deliver have satisfied all obligations to the Purchaser applicable lender or lenders under the documents governing the Payoff Indebtedness (Aother 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) copies all commitments of instructions provided bythe lenders under the applicable Payoff Indebtedness have been terminated in full, or on behalf of(d) all guarantees and liens granted under the Payoff Indebtedness, if any, shall have been or, upon the Sellers disbursement of the relevant portion of the Payoff Amount in accordance with the terms of the instruments, documents and agreements governing instructions in the applicable Terminated Debt for purposes of either terminatingPayoff Letter shall be, redeeming discharged and released in their entirety, (e) each applicable lender or defeasing 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 redeemingany 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 applicable Terminated Debt other releases and documentation necessary to effectuate the release of liens contemplated by clause (d) above and (B) copies of executed payoff or instruction letters, in form and substance reasonably satisfactory to the Purchaser (such instructions and payoff letters are collectively referred to in this Section 6.10 as the “Payoff Letters”), from the applicable debt providers (or agents or trustees thereforg) in respect of the Terminated Debt any Payoff Indebtedness that (W) confirm the aggregate outstanding amount required to be paid or irrevocably deposited to fully satisfyis secured by a lien, redeem, defease or discharge such applicable Terminated Debt in accordance with the terms an undertaking of the applicable indenture, agreement and related documents governing holders of such Terminated Debt as Payoff Indebtedness to promptly deliver to the Company Group upon payment of the anticipated Closing Date (and the daily per diem accrual of interest and premium, if applicable, thereafter) (the “Payoff Amount”), (X) provide that upon receipt or (pursuant to the terms of any applicable Terminated Debt) deposit in irrevocable escrow of the applicable Payoff Amount, such Terminated Debt shall be terminated, defeased or redeemed, as the case may be, except for (aa) contingent indemnification obligations (to the extent no claims thereon have been made as of the Closing Date) which by their terms survive the termination of such Terminated Debt or (bb) any applicable defeasance or escrow provisions (to the extent provided for amounts specified in the applicable indentures as of the date hereof) with respect to the Terminated Debt, provided that the Terminated Debt shall have been defeased and the liens of the Terminated Debt discharged as of the Closing, and (Y) provide that Payoff Letter (i) all such fully executed documents as may be reasonably requested by Buyer to evidence the release of such liens and any applicable guarantees or letters of credit granted in connection with such Terminated Debt shall be, upon the payment or deposit in escrow of the Payoff Amount at the Closing, automatically released, terminated and discharged and (ii) any and all assets of the Transferred Companies, Company Group in the Purchaser possession or their designees are authorized from and after control of the Closing to file all Uniform Commercial Code termination statements as are necessary to effectuate, agent or reflect of public record, the release and discharge of such liens. On or prior to the Closing Date, the Sellers shall (1) have paid or irrevocably deposited with the applicable issuer or indenture trustee, the applicable Payoff Amount with respect lender(s) held as collateral to all Terminated Debt, (2) have taken all actions and delivered, or caused to be delivered, all documents required under the agreements or indentures governing the Terminated Debt to terminate or defease and discharge the Terminated Debt and release the liens of the applicable agreements and indentures with respect thereto and (3) obtain all documents, terminations and releases (including with respect to outstanding mortgages), as are reasonably necessary to release such liens, in each case in customary form and substance. The Sellers shall be responsible for all costs, expenses, fees and other amounts payable in connection with secure the Payoff Amount Indebtedness, including, without limitation, notes and shall provide confirmations that all Terminated Debt has been either fully paid and settled or defeased and discharged prior to or upon Closingstock certificates.