Pay-Off Letters. The Administrative Agent shall have received executed Pay-Off Letters terminating and cancelling the Pay-Off Indebtedness in full, in form and substance reasonably acceptable to it.
Pay-Off Letters. The Administrative Agent shall have received satisfactory pay-off letters for all existing Indebtedness to be repaid from the proceeds of the initial Borrowing, confirming that all Liens in connection with such Indebtedness upon any of the property of the Loan Parties constituting Collateral will be terminated concurrently with such payment and all letters of credit issued or guaranteed as part of such Indebtedness shall have been cash collateralized or supported by a Letter of Credit.
Pay-Off Letters. The Company shall have obtained from each Person who, on or following the date of this Agreement, holds any Indebtedness that is secured by an Encumbrance, a pay-off letter in form and substance reasonably satisfactory to Parent and such other evidence as Parent may reasonably request to the effect that all such Indebtedness of the Company (including without limitation, the Credit Agreements) has been paid in full and all such Encumbrances have been fully and finally released.
Pay-Off Letters. The Companies shall cause to be delivered to Buyer customary pay-off letters (the “Pay-Off Letters”) in respect of the Payoff Indebtedness and customary lien release documents with respect to all Liens in or upon the assets or properties of the Companies or any of their Subsidiaries arising from or in connection with such Payoff Indebtedness.
Pay-Off Letters. The Company shall have received pay-off letters, in a form and substance reasonably satisfactory to Parent, from holders of all indebtedness of the Company or any of its Subsidiaries as set forth in Section 7.2(g) of the Company Disclosure Letter and each such pay-off letter shall provide for the waiver of any notice provisions relating thereto. The Company and its Subsidiaries shall not have paid or agreed to pay any amounts in excess of all principal and accrued interest, if any, outstanding thereon as of the Closing in respect of such indebtedness in connection with obtaining such pay-off letters and waivers without the prior written consent of Parent (which shall not be unreasonably withheld or delayed).
Pay-Off Letters. All Indebtedness of Target as of the Closing Date other than the Remaining Indebtedness shall have been repaid (as evidenced by customary pay-off letters and other releases and filings as may be reasonably requested by the lenders under the Debt Financing (or, if applicable, the alternative debt financing) for transactions of this type from the holders of such Indebtedness).
Pay-Off Letters. No later than two (2) Business Days prior to the Closing Date, the Company shall cause each of its creditors under the Indebtedness Agreements to prepare and deliver to the Company and Buyer a Pay-Off Letter, which Pay-Off Letters shall be updated, as necessary, on the Closing Date to specify the aggregate amount of Indebtedness outstanding as of immediately prior to the Closing, and shall specifically authorize the Company and Buyer to file termination statements with respect to any Lien existing pursuant to such Indebtedness Agreements.
Pay-Off Letters. Seller shall have delivered to Buyers: (i) pay-off letter(s) and Lien releases from each holder of Indebtedness (other than Assumed Debt) of the Transferred Entities, in each case in form reasonably satisfactory to Buyers; and (ii) evidence that the Transferred Entities have been released from all guarantee and other obligations with respect to any Indebtedness of Seller or its Affiliates (other than the Transferred Entities).
Pay-Off Letters. The Agent shall have received a pay-off and lien release letter from (i) in the case of the Existing Xxxxxx Agreement, the existing creditors of the Borrower and its Subsidiaries under the Existing Xxxxxx Agreement and (ii) in the case of the Existing ITI Credit Agreement, the existing creditors of ITI Marketing and its subsidiaries, each such letter setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of (i) in the case of the Existing Xxxxxx Agreement, the Borrower or any of its Subsidiaries or (ii) in the case of the Existing ITI Credit Agreement, ITI Marketing or any of its subsidiaries) and containing an undertaking to cause to be delivered to the Agent each UCC termination statement and any other lien release instrument necessary to release their respective Lien on all assets of (i) in the case of the Existing Xxxxxx Agreement, the Borrower and its Subsidiaries or (ii) in the case of the Existing ITI Credit Agreement, ITI Marketing or any of its subsidiaries, which pay-off and lien release letters shall be in form and substance acceptable to the Agent.
