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. Prior to the Merger Closing, the Company shall satisfy all notification and consent requirements, as applicable, under the terms of the Existing Credit Agreement. No less than five (5) Business Days prior to the Merger Closing Date, the Company shall obtain a customary payoff letter from the lenders under the Existing Credit Agreement (the “Payoff Letter”) for the Existing Credit Agreement, which Payoff Letter shall provide (a) the amount of unpaid principal, all accrued but unpaid interest and all fees, expenses and other amounts required to be paid under the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) (collectively with the Existing Credit Agreement, the “Existing Loan Documents”), including any prepayment fees and penalties, in order to repay all amounts due and owing under the Existing Loan Documents as of the Merger Closing (the “Payoff Amount”), (b) that all financial accommodations under the Existing Loan Documents shall be terminated, (c) that upon receipt of the Payoff Amount, all indebtedness, liabilities and obligations under the Existing Loan Documents shall be paid and discharged in full, (d) that guarantees, if any, securing such borrowings or obligations under the Existing Loan Documents shall be, upon the payment of the Payoff Amount on the Merger Closing Date, automatically and irrevocably released and terminated and (e) upon the payment of the Payoff Amount on the Merger Closing Date, that all security interests, pledges and Liens granted pursuant to the Existing Loan Documents shall be irrevocably and automatically released and the Company (or its designee) shall be authorized to prepare and file all appropriate termination filings and other documents to evidence the release of the security interests and termination of the obligations set forth in the Existing Loan Documents.
Loan Payoff. The 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 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. All amounts arising under any and all notes payable from Seller to Purchaser shall have been paid in full.
Loan Payoff. Any obligations of Waterloo other than Transactional Expenses (which Transactional Expenses shall include attorney fees) or Loans the proceeds of which were used to pay Transactional Expenses shall be indefeasibly paid in full and all obligations, liabilities and security interests granted in connection therewith shall be automatically terminated and released upon such indefeasible payment in full or shall be a further adjustment to the Purchase Price if not so paid in full by Waterloo prior to the Closing.
Loan Payoff. As further consideration for Lender's agreements under this Sixth Amendment, Borrower agrees to pay to Lender the entire outstanding principal balance of the Inventory Loan pursuant to a payoff letter to be delivered by Lender ("INVENTORY LOAN PAYOFF AMOUNT"). Such Inventory Loan Payoff Amount shall be paid on or before the Effective Date by wire transfer pursuant to transfer instructions provided by Lender. Upon receipt of the Inventory Loan Payoff Amount and the satisfaction of the other conditions contained in this Sixth Amendment, Lender will deliver to Borrower satisfactions of mortgages associated with the Real Estate Collateral and any other lien releases necessary to release Lender's lien on the Inventory and collateral pledged to Lender as security for the Inventory Loan.
