Common use of Loan Payoff Clause in Contracts

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. As promptly as practicable following the date of this Agreement, and prior Prior to the Effective TimeClosing, the Company shall satisfy all notification requirements required in connection in with the transaction contemplated by this Agreement and consent requirements, as applicable, 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 five business days prior to the Closing Date, the Company shall obtain and deliver to Parent a customary payoff letter signed by each lender under the Loan Agreement (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 provide (ia) provide the dollar amount of all indebtedness indebtedness, all accrued but unpaid interest and all fees and expenses required to be paid under the Company Loan Agreement in order to fully and finally pay off such indebtedness 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 (ii) indicate that all related instruments evidencing the Company and each of its Subsidiaries obligations thereunder shall be discharged from any terminated or fully satisfied and all discharged, (c) that guarantees, if any, securing such borrowings or obligations pursuant to such indebtedness (and any documentation in connection therewith under the Loan Agreement shall terminate) and that all Liens securing be, upon the indebtedness shall be released from and after the Closing Date automatically upon payment of the Payoff AmountAmount 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, pay or shall cause one or more of its Subsidiaries to pay, be paid the Payoff Amount in full on the Closing Date on behalf of the Company on the Closing DateCompany.