Lien Release Letters. Company shall have delivered to Buyer the Lien Release Letters, and such Lien Release Letters shall be reasonably satisfactory in form and substance to Buyer and shall be in full force and effect on the Closing Date, including without limitation, a Lien Release Letter from Cool Xxxx.
Lien Release Letters. Without limiting anything contained herein, at or prior to the Closing, Company shall cause any and all Liens, other than Permitted Liens, to be completely and fully discharged and, on or prior to the Closing Date, Company shall deliver to Buyer a letter (each, a “Lien Release Letter” and, collectively, the “Lien Release Letters”) from each Person (including without limitation a Lien Release Letter from Cool Xxxx) holding any such Lien to the effect that such Lien has been completely and fully discharged and, if not filed on or prior to the Closing Date, each such Lien Release Letter shall authorize Company or Buyer (or any representative thereof) to file a termination statement in respect of such Lien in accordance with the terms of applicable law.
Lien Release Letters. Without limiting anything contained herein, at or prior to the Closing, Company shall cause any and all Liens to be completely and fully discharged and, on or prior to the Closing Date, Company shall deliver to Buyer a letter (each, a “Lien Release Letter” and, collectively, the “Lien Release Letters”) from each Person holding any such Lien to the effect that such Lien has been completely and fully discharged and, if not filed on or prior to the Closing Date, each such Lien Release Letter shall authorize Company or Buyer (or any representative thereof) to file a termination statement in respect of such Lien in accordance with the terms of applicable law.
Lien Release Letters. Seller shall deliver to Buyer on or prior to the Closing Date (and at least three Business Days prior to the Closing Date, drafts of) customary payoff or guarantee and Lien release letters (in form and substance reasonably acceptable to Buyer) from the holders of the Seller Indebtedness set forth on Schedule 2.7(a) to the Seller Disclosure Letter or otherwise incurred on or after the date of this Agreement in accordance herewith (the “Lien Release Letters” and each such holder, a “Releasing Lender”) executed by the applicable Releasing Lender. Each Lien Release Letter shall (a) provide for the release of any and all Liens on the Acquired Assets (conditioned solely upon the Closing), (b) authorize Seller or its designees to file lien releases (including UCC-3 termination statements and appropriate filings to terminate assignments (if any) filed with the United States Patent and Trademark Office or the U.S. Copyright Office), mortgage releases, pledge, guarantee and assignment terminations, control agreement terminations, collateral access agreement terminations, and all other documents, notices, and filings reasonably requested by Buyer to evidence the release and termination of such Liens, and (c) contain an agreement by the applicable Releasing Lender to execute from time to time such additional lien release instruments (including those of the types described in clause (b) above) as reasonably requested by Buyer to evidence the release and termination of such Liens.
Lien Release Letters. Prior to the Closing, Seller shall have delivered customary Lien release letters duly executed by the holders (or agent therefor) of indebtedness identified on Schedule Section 2.01 (b)(ix) in form and substance reasonably satisfactory to Genezen (each, a “Lien Release Letter”) which Lien Release Letters shall provide that all Liens securing such indebtedness relating to the Acquired Assets shall be automatically released and terminated upon the consummation of the transactions contemplated by this Agreement (it being understood and agreed that (i) none of the Lien Release Letters will impair or otherwise impact Liens on any assets other than the Acquired Assets, (ii) no Lien Release Letter shall be required with respect to any Lien for which Seller has delivered evidence of the termination and release thereof prior to the Closing in form and substance reasonably satisfactory to Genezen and (iii) Seller shall use commercially reasonable efforts to (x) include in each such Lien Release Letter express authorizations by the relevant holder of such indebtedness (or agent therefor) of Seller or it designee (including, without limitation, Genezen and its subsidiaries) to file applicable UCC-3 amendments and other Lien release filings and (y) if such authorization is received, at the request of Genezen, file such UCC-3 amendments and other Lien release filings in consultation with Genezen).
