Loan Payoff. Prior to the Closing, the Company shall satisfy all notification and consent requirements, as applicable, under the terms of the SVB Loan Agreement. No less than five business days prior to the Closing Date, the Company shall obtain a payoff letter (the “Payoff Letter”) for the SVB Loan Agreement, which Payoff Letter shall (a) provide the dollar amount of all Indebtedness required to be paid under the SVB Loan Agreement in order to fully and finally pay off such Indebtedness as of the Closing (the “Payoff Amount”) and (b) indicate that the Acquired Corporations shall be discharged from any and all obligations pursuant to such Indebtedness (and any documentation in connection therewith shall terminate) and that all Encumbrances securing the Indebtedness shall be released from and after the Closing Date automatically upon payment of the Payoff Amount. Parent and/or Purchaser shall pay the Payoff Amount in full on the Closing Date on behalf of the Company.
Loan Payoff. As promptly as practicable following the date of this Agreement, and prior to the Effective Time, the Company shall satisfy all notification requirements required in connection in with the transaction contemplated by this Agreement under the terms of the Company Loan Agreement, including providing notice to Healthcare Royalty Partners II, L.P. of the transactions contemplated by this Agreement as provided for under the terms of the Company Loan Agreement. No less than three (3) Business Days prior to the Closing Date, the Company shall obtain and deliver to Parent a customary payoff letter (the “Payoff Letter”) for any amounts owed by the Company and/or any of its Subsidiaries under the Company Loan Agreement, which Payoff Letter shall (i) provide the dollar amount of all indebtedness required to be paid under the Company Loan Agreement in order to fully and finally pay off such indebtedness as of the Closing (the “Payoff Amount”), and (ii) indicate that the Company and each of its Subsidiaries shall be discharged from any and all obligations pursuant to such indebtedness (and any documentation in connection therewith shall terminate) and that all Liens securing the indebtedness shall be released from and after the Closing Date automatically upon payment of the Payoff Amount. Parent shall pay, or shall cause one or more of its Subsidiaries to pay, the Payoff Amount in full on behalf of the Company on the Closing Date.
Loan Payoff. Seller and Buyer shall direct Escrowee (i) to pay off the loan evidenced and/or secured by the Loan Documents, in accordance with the payoff letter(s) deposited by Seller, with the funds deposited by Buyer pursuant to Section 11.3(e) above, and (ii) to satisfy or remove from the Title Policy the lien of the Loan Documents.
Loan Payoff. The loan to the Company secured by, among other things, a deed of trust on the Project (the "Project Loan") shall be paid in full concurrently with the Closing.
Loan Payoff. SeaSpine shall use reasonable best efforts to deliver all notices and take all other actions, in each case to the extent reasonably requested by Xxxxxxxx, that are reasonably necessary to facilitate the termination at Closing of all commitments in respect of the SeaSpine Existing Loan Documents, the repayment in full at the Closing of all obligations in respect of the indebtedness thereunder, and the release on or promptly following the Closing of any Liens securing such indebtedness and guarantees in connection therewith. In furtherance thereof, at the written request of Orthofix, SeaSpine shall use its reasonable best efforts to arrange for the receipt and delivery to Orthofix, at least three (3) Business Days prior to the Closing, of a customary payoff letter executed from the holders (or agent on behalf of such holders) of Indebtedness under the SeaSpine Existing Loan Documents, in form and substance reasonably satisfactory to Orthofix, in which the payee shall agree that upon payment of the amounts specified in such payoff letter: (i) all outstanding payment obligations of SeaSpine and its Subsidiaries arising under the SeaSpine Existing Loan Documents shall be repaid, discharged and extinguished in full on the Closing Date; (ii) all Liens in connection therewith shall be terminated, discharged and released; and (iii) the payee shall take all actions reasonably requested by Orthofix (or shall allow SeaSpine or Orthofix to take all actions) to evidence and record such termination, discharge and release of Liens as promptly as practicable after the Closing (the “SeaSpine Existing Loan Documents Termination”). Notwithstanding anything to the contrary contained herein, (x) in no event shall this Section 6.16 require SeaSpine or any of its Subsidiaries to cause the SeaSpine Existing Loan Documents Termination unless the Closing shall have occurred and (y) Orthofix shall provide, or cause to be provided, all funds required to effect the SeaSpine Existing Loan Documents Termination.
Loan Payoff. The Company shall deliver to Parent prior to or at the Closing, (a) payoff letters for the Closing Date Indebtedness, which shall provide the dollar amount of all Closing Date Indebtedness required to be paid in order to fully pay off such Closing Date Indebtedness as of the Closing and providing for the release (upon such payoff) of all Liens relating to such Indebtedness and (b) drafts of termination statements under the Uniform Commercial Code, releases of intellectual property security interests and other instruments as may reasonably be requested by Parent to release all Liens and guarantees related to such Closing Date Indebtedness.
Loan Payoff. At the time of the Merger Closings, UAG shall assume or pay off certain indebtedness owed by Crown Jeep to Bank of America and Xxxxxxx X. Way and Xxxxx Way which indebtedness shall not exceed Four Million ($4,000,000) Dollars (the "Crown Jeep Loans"). If the indebtedness is less than Four Million ($4,000,000) Dollars then UAG will pay to Xxxxxx the difference between the amount of the indebtedness and Four Million ($4,000,000) Dollars (the "Loan Difference") in addition to the amount computed in accordance with Section 1.8(a). UAG may, at its option, elect to pay the Loan Difference in cash or to deliver to Xxxxxx shares of UAG Common Stock having an aggregate UAG Market Value equal to the Loan Difference (which shares shall be included within the definition of Shares for purposes of this Agreement.)
Loan Payoff. Upon the full execution and delivery of this Agreement, InterMetro agrees to pay to Moriah the sum of (i) Two Million Fifty Thousand Dollars ($2,050,000.00) representing outstanding principal, plus (ii) accrued and unpaid interest in the amount of Twenty-Five Thousand Dollars ($25,000.00) through October 12, 2012, plus (iii) expenses and fees in the amount of Twenty Thousand Two Hundred One and 45/100 Dollars ($20,201.45), for a total of Two Million Ninety-Five Thousand Two Hundred One and 45/100 Dollars ($2,095,201.45) (collectively, the “Loan Payoff”) in full satisfaction of the amounts owed pursuant to the Note and the other Loan Documents (except as expressly provided by the terms of this Agreement). The Loan Payoff will be paid in the following manner: (a) $1,845,201.45 in immediately available funds wired (in one or more wire transfers) to Moriah in accordance with instructions provided by Moriah to InterMetro, such wire to be sent on or before October 12, 2012, and (b) $250,000.00 (the “Deferred Payoff Amount”) paid in accordance with the terms of the Promissory Note described in Section 2 below. Moriah agrees to provide to InterMetro an acknowledgment of receipt of the Loan Payoff, less the Deferred Payoff Amount, following Moriah’s receipt of the wire transfer.
Loan Payoff. Subject to the proration of the Limited Loan Payoff Expenses as set forth in Section 3.4, at the Closing Buyers shall cause the Loan and all amounts due thereunder to be paid in full (the “Loan Payoff”).
