Debt Payoff Letters. The Sellers shall have delivered to the Buyer a payoff letter duly executed by each holder of Payoff Indebtedness, each in form and substance reasonably acceptable to the Buyer, in which the payee shall agree that upon payment of the amount specified in such payoff letter: (i) all outstanding obligations of the Company and its Subsidiaries arising under or related to the applicable Payoff Indebtedness shall be repaid, discharged and extinguished in full; (ii) all Encumbrances in connection therewith shall be released; (iii) the payee shall take all actions reasonably requested by the Buyer to evidence and record such discharge and release as promptly as practicable; and (iv) the payee shall return to the Company and its Subsidiaries all instruments evidencing the applicable Payoff Indebtedness (including all notes) and all collateral securing the applicable Payoff Indebtedness (each such payoff letter, a “Debt Payoff Letter”).
Debt Payoff Letters. Each payee of Company Indebtedness shall have delivered a Release Letter to the applicable payor Company and all indebtedness stated in each Release Letter so delivered, as well as all accrued and unpaid interest, breakage costs and prepayment fees or penalties that will be incurred in connection with the payment and discharge of such Company Indebtedness as stated in each such Release Letter, shall have been paid in full and all Liens associated therewith shall have been released and Buyer provided with UCC-3’s necessary to effectuate such termination; provided that, the foregoing condition shall be deemed satisfied if the Seller repays such amounts pursuant to Section 2.3(a) and such Liens have been or are released as of the Closing.
Debt Payoff Letters. The Company shall, and shall cause each other Group Company to, use commercially reasonable efforts to (a) obtain from each holder of Closing Date Indebtedness that is Funded Indebtedness a payoff letter in a customary form and which provides for the release of all Liens securing such Funded Indebtedness upon the payoff thereof, all in customary form (collectively, the “Debt Payoff Letters”) and (b) provide Buyer with a copy of such Debt Payoff Letters at least two Business Days prior to the Closing Date.
Debt Payoff Letters. The Debt Payoff Letters shall have been delivered to the Buyer pursuant to Section 5.16(a).
Debt Payoff Letters. Duly executed copies of the Debt Payoff Letters;
Debt Payoff Letters. The Company shall use reasonable best efforts to assist Parent in obtaining payoff letters (and UCC-3 termination statements or the equivalent or similar documentation providing for the release of security interests) from all lenders with respect to all outstanding indebtedness of the Company or any of its Subsidiaries for borrowed money on the Closing Date (collectively, “Payoff Documents”), in each case in connection with the refinancing by Parent of any such indebtedness.
Debt Payoff Letters. No later than two (2) Business Days prior to the Closing, the Company shall obtain and deliver to Parent customary payoff letters in respect of the Credit Agreements, in form and substance reasonably satisfactory to Parent and the lenders thereunder, evidencing the discharge of outstanding indebtedness for borrowed money of the Company and its Subsidiaries (the “Payoff Letters”).
Debt Payoff Letters. The Company shall obtain and deliver prior to Closing customary payoff letters in connection with the Credit Facility Terminations and evidence reasonably satisfactory to STPC that the Credit Facility Terminations shall have occurred or shall occur substantially concurrently with the Closing, together with copies of customary and reasonable documents evidencing the release of liens on collateral securing obligations under the Credit Agreement and Revolving and Term Loan Facility (including UCC-3 financing statements and mortgage releases); provided that in the event the Minimum Cash Condition has not been satisfied at the date the Closing would otherwise be required to occur pursuant to Section 2.1(c) if the Minimum Cash Condition were satisfied and the Company has delivered written notice to STPC of its intention to duly waive the Minimum Cash Condition in accordance with the terms of this Agreement, the Company may elect not to effect one or all of the Credit Facility Terminations (provided that it has obtained the requisite consents, waivers and/or amendments from the lender parties, if any, thereunder for the transactions contemplated by this Agreement and such consents, waivers and/or amendments are in form and substance reasonably acceptable to STPC).
Debt Payoff Letters. At least three business days prior to the Closing, the Company shall provide to Buyer customary, fully-executed payoff letters in form and substance reasonably satisfactory to Buyer (“Debt Payoff Letters”) with respect to all Indebtedness under the Debt Arrangements, setting forth the amounts required to repay all such Indebtedness owing as of the Closing (including principal, premiums, interest, fees and other charges) (“Debt Payoff Amounts”). 2 1.4
Debt Payoff Letters. The Seller shall have delivered to the Buyer a customary payoff letter duly executed by each holder of or, in the case of an agented credit facility, the agent for, any Payoff Indebtedness, in which the applicable holder or agent shall agree that upon payment of the amount specified in such payoff letter: (i) all outstanding obligations of the Company and its Subsidiaries arising under or related to the applicable Payoff Indebtedness shall be repaid, discharged and extinguished in full (other than customary contingent indemnification obligations not yet asserted); (ii) all Encumbrances in connection therewith shall be released and all account control agreements with respect thereto terminated; (iii) the applicable holder or agent shall take all actions reasonably requested by the Buyer to evidence and record such discharge and release reasonably promptly thereafter; and (iv) the applicable holder or agent shall return to the Company and its Subsidiaries all instruments evidencing the applicable Payoff Indebtedness (including all notes) and all possessory collateral securing the applicable Payoff Indebtedness (and/or provide customary loss affidavits with respect thereto), in each case reasonably promptly thereafter (each such payoff letter, a “Debt Payoff Letter”).
