We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Loan Payoff Sample Clauses

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.
AutoNDA by SimpleDocs
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 PayoffThe Company shall have paid all amounts necessary to pay and fully discharge the then-outstanding obligations of the Company under the Company Loan Agreement, and have delivered to ListCo a customary payoff letter from the lender of such loan.
Loan Payoff. The Project Loan shall be paid in full concurrently with the Closing.
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 PayoffAt Closing, Seller shall cause the "Hawthorn Swap" (as defined below) to be retained by Owner, and Owner and Purchaser shall bear the cost of unwinding the same. Notwithstanding the foregoing, however, at the Closing, Seller shall cause the Hawthorn Swap to be released as security for the Loan; a condition to Purchaser's obligations under this Agreement is that Purchaser receive evidence reasonably satisfactory to Purchaser that the Hawthorn Swap has been released as security for the Loan and that Owner or Purchaser can unwind the Hawthorn Swap on the Closing Date or such later date as Purchaser elects. As used herein, "HAWTHORN SWAP" means the swap transaction evidenced by that certain interest rate swap transaction Reference Number NUUS409010010000A00, with a trade date of September 2, 1994, an effective date of September 13, 1994 and a termination date of September 1, 2001, in the notational amount of $25,000,000, under which the fixed payer is Owner, governed by the ISDA Master Agreement dated September 2, 1994, between GS Financial Products U.S., Schedule to the Master Agreement dated as of September 2, 1994 between said parties, and the Revised Confirmation dated September 16, 1994 (collectively, the "SWAP DOCUMENTS"). A copy of the Swap Documents is attached hereto as EXHIBIT F. On the Closing Date, Seller shall cause Owner to repay the Loan in full (Purchaser's only obligation in connection therewith being the acceptance of the Hawthorn Swap being retained by Owner). In addition, at the Closing, Seller shall cause the deeds of trust and other security documents securing the same to be discharged (or cause to be provided at Closing to the Title Company such instruments and documents as the Title Company requires to insure over said deeds of trust and security documents, with the Title Company taking the entire risk of obtaining and recording full releases thereof). Notwithstanding the foregoing, instead of repaying the Loan in full on the Closing Date, Seller may instead repay the Loan on December 1, 1997, but shall cause all liability with respect to the Loan to be "defeased" such that, from and after the Closing Date, Owner shall have no liability for the Loan and all liens against the Property with respect to the Loan are discharged; the documentation accomplishing the foregoing shall be subject to the reasonable approval of Purchaser. The costs of incurred in such defeasance shall be borne by Seller.
AutoNDA by SimpleDocs
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. All amounts arising under any and all notes payable from Seller to Purchaser shall have been paid in full.
Loan PayoffThe 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.
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!