Promissory Note Payoff Clause Samples

Promissory Note Payoff. RF7, in its capacity as lender under the Promissory Notes, hereby confirms and agrees that, contemporaneously with its receipt of the payment contemplated by Section 1.2(c)(iii), (i) there will be no amounts due or owing under the Promissory Notes to RF7, in its capacity as lender, (ii) the Promissory Notes and all Loans, Original Loans, and Original Outstanding Balance (each as defined in the Promissory Notes) will be terminated and there will be no further obligations of the applicable Seller in respect thereof, and (iii) all Liens, including any and all pledges, security interests, assignments and other hypothecations in favor of RF7, as lender, under the Promissory Notes with respect to any Collateral (as defined in the Promissory Notes), including any Pledged Securities (as defined in the Promissory Notes) shall automatically be terminated and absolutely, unconditionally, irrevocably and forever released and discharged. On the Closing Date, RF7 shall, at no cost to the Counterparty or its Subsidiaries (including the Company and its Subsidiary), (x) deliver to Counterparty all certificates with respect to any Pledged Securities (if any), and (y) make all filings or otherwise submit for recordation, copies of Uniform Commercial Code termination statements, and any and all other instruments necessary to effectuate, evidence or reflect of public record, the termination, discharge or release of any financing statements and amendments thereto filed at any time with respect to the Collateral.