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.
Loan Payoff. The Company shall use commercially reasonable efforts to deliver all notices and take all other actions, in each case to the extent reasonably requested by Parent or that are reasonably necessary to facilitate the termination at Closing of all commitments in respect of the Company 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 Parent, the Company shall use its commercially reasonable efforts to arrange for the receipt and delivery to Parent, 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 Company Existing Loan Documents, in form and substance reasonably satisfactory to Parent, in which the payee shall agree that upon payment of the amounts specified in such payoff letter: (i) all outstanding payment obligations of the Company and its Subsidiaries arising under the Company 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 Parent (or shall allow the Surviving Corporation or Parent to take all actions) to evidence and record such termination, discharge and release of Liens as promptly as practicable after the Closing. Notwithstanding anything to the contrary contained herein, (x) in no event shall this Section 6.16 require the Company or any of its Subsidiaries to effect such termination unless the Closing shall have occurred and (y) Parent shall provide, or cause to be provided, all funds required to effect such termination.
Loan Payoff. Prior to the Closing, the Company shall satisfy all notification and consent requirements, as applicable, under the terms of the Loan Agreement. No less than five business days prior to the Closing Date, the Company shall obtain a customary payoff letter signed by each lender under the Loan Agreement (the “Payoff Letter”) for the Loan Agreement, which Payoff Letter shall provide (a) the dollar amount of all indebtedness, all accrued but unpaid interest and all fees and expenses required to be paid under the Loan Agreement in order to fully and finally pay off all obligations under the Loan Agreement as of the Closing (the “Payoff Amount”), (b) that upon receipt of the Payoff Amount, the Loan Agreement and all related instruments evidencing the obligations thereunder shall be terminated or fully satisfied and discharged, (c) that guarantees, if any, securing such borrowings or obligations under the Loan Agreement shall be, upon the payment of the Payoff Amount on the Closing Date, released and terminated and (d) upon the payment of the Payoff Amount on the Closing Date, that the Liens under the Loan Agreement are released and the Company shall be authorized to make all appropriate termination filings to effect such release and termination. Parent shall pay or cause to be paid the Payoff Amount in full on the Closing Date on behalf of the Company.
Loan Payoff. Prior to or substantially concurrently with the Closing, the Company shall (i) pay, or cause to be paid (or in the case of any letters of credit, cash collateralize, to the extent Parent shall not have entered into an alternative arrangement with the issuing bank), all amounts necessary to fully repay all then outstanding loans and other obligations, (ii) use reasonable best efforts to terminate all commitments and release all related Liens and (iii) use reasonable best efforts to satisfy all applicable notification requirements, in each case of clause (i) through (iii) immediately above, under the Company Credit Agreement and the other Existing Loan Documents (as defined below); provided (x) Parent shall provide all funds required to effect such repayment (or cash collaterization), termination and release and (y) any notices related thereto shall be expressly conditioned on the Closing. The Company shall use reasonable best efforts to obtain, no later than three (3) Business Days prior to the Closing Date, a draft of, and on or prior to the Closing Date, an executed copy of, a customary payoff letter from the lenders (or administrative agent on their behalf) under the Company Credit Agreement (the “Payoff Letter”) for the Existing Loan Documents, which Payoff Letter shall provide, without limitation, (a) the amount of unpaid principal, all accrued but unpaid interest and all fees, expenses and other amounts and obligations required to be paid under the Company Credit Agreement and the other Loan Documents (as defined in the Company Credit Agreement) (collectively with the Company 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 Closing Date (the “Payoff Amount”) and (b) that immediately upon receipt of the Payoff Amount and subject to any applicable cash collateralization or similar requirements in the Existing Loan Documents, (i) all indebtedness, commitments, liabilities and other obligations (other than any obligations that, by their express terms or as otherwise specified in the Payoff Letter, survive termination of the Existing Loan Documents) under the Existing Loan Documents shall be paid and discharged in full, (ii) the Company Credit Agreement and other applicable Existing Loan Documents shall be terminated (other than provisions that by their express terms survive termination of the Existing Loan Documents), (iii)...
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. 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. Section 5.1(ac) of the Purchase Agreement is hereby added as follows: “Loan Payoff. The applicable Sellers shall deliver all documentation reasonably required by the Title Company in order to effectuate the payoff and release of those certain documents related to a loan in favor of Northwestern Mutual Life Insurance Company dated November 16, 2004, secured by 0000 Xxxxx Xxxxx Xxxxxxx, 4100 & 0000 Xxxxxxxx Xxxxxxx and 0000 Xxxxxxxx Xxxxxxx, Xxxxxxx, XX, including, without limitation, a Deed to Secure a Debt and Security Agreement, SNDA, and related UCC Financing Statements.”
Loan Payoff. Prior to the Closing, the Company shall satisfy all notification requirements under the terms of any Indebtedness. The Company shall obtain prior to the Closing payoff letters in form and substance reasonably satisfactory to Parent (the “Payoff Letters”) from the lenders or other applicable third Persons (or an authorized agent on behalf thereof) with respect to any Indebtedness outstanding as of immediately prior to the Effective Time and set forth on Part 2.10 of the Company Disclosure Schedule (and shall deliver to Parent drafts of the Payoff Letters for its review at least two (2) Business Days prior to the Closing Date), which Payoff Letters shall (a) provide the dollar amount of all such Indebtedness required to be paid in order to fully pay off such Indebtedness as of the Closing and (b) provide for releases in customary forms concurrently with the repayment of obligations giving rise thereto of all Encumbrances with respect to the capital stock, property and assets of the Acquired Corporations relating to such Indebtedness (other than any obligation which, pursuant to the terms of the credit agreements, expressly survives termination), with the result that immediately following the Closing, there shall be no further monetary obligations of the Company or any of its Subsidiaries with respect to any such Indebtedness outstanding immediately prior to the Closing. Parent and/or Purchaser shall pay or cause to be paid in full, on the Closing Date, such amount set forth in the Payoff Letters.