Common use of Loan Payoff Clause in Contracts

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. 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 actions 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 automatic release on or promptly following concurrently with 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, (x) at least three (3) Business Days prior to the Closing, of a customary draft payoff letter and (y) at or prior to Closing of a copy executed from the holders (or agent on behalf of such holders) of Indebtedness under the Company Existing Loan Documents, of a customary payoff letter 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 automatically 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, (xA) in no event shall this Section 6.16 4.13 require the Company or any of its Subsidiaries to effect such termination unless the Closing shall have occurred and (yB) Parent shall provide, or cause to be provided, all funds required to effect such termination.

Loan Payoff. The Company SeaSpine shall use commercially reasonable best 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 SeaSpine Existing Loan Documents, the repayment in full at the Closing of all obligations in respect of the Indebtedness indebtedness thereunder, and the release on or promptly following the Closing of any Liens securing such Indebtedness indebtedness and guarantees in connection therewith. In furtherance thereof, at the written request of ParentOrthofix, the Company SeaSpine shall use its commercially reasonable best efforts to arrange for the receipt and delivery to ParentOrthofix, 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 SeaSpine Existing Loan Documents, in form and substance reasonably satisfactory to ParentOrthofix, 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 SeaSpine and its Subsidiaries arising under the Company 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 Parent Orthofix (or shall allow the Surviving Corporation SeaSpine or Parent Orthofix to take all actions) to evidence and record such termination, discharge and release of Liens as promptly as practicable after the ClosingClosing (the “SeaSpine Existing Loan Documents Termination”). Notwithstanding anything to the contrary contained herein, (x) in no event shall this Section 6.16 require the Company SeaSpine or any of its Subsidiaries to effect such termination cause the SeaSpine Existing Loan Documents Termination unless the Closing shall have occurred and (y) Parent Orthofix shall provide, or cause to be provided, all funds required to effect such terminationthe SeaSpine Existing Loan Documents Termination.