Pay-Off Letters; Releases Sample Clauses

Pay-Off Letters; Releases. Buyer shall have received (each in form and substance satisfactory to it and the Title Company) (i) pay-off and release letters, and other similar documentation relating to the Assets as reasonably requested by Xxxxx, each duly executed by the appropriate secured lender of Seller (collectively, the “Secured Lenders”), which provide, among other things, for the termination of all security interests held by such Secured Lender with respect to the Assets upon payment of all outstanding amounts owed by any of Seller to such Secured Lenders at Closing, and (ii) UCC lien, litigation, tax and fixture-filing lien searches showing all Encumbrances on the Assets, accompanied by appropriate termination statements authorized for filing or other releases of all Encumbrances that are not Permitted Encumbrances.
Sample 1
AutoNDA by SimpleDocs
Pay-Off Letters; Releases. LifePoint Sub shall have received (i) pay-off and release letters executed by all secured lenders of Sellers (the “Secured Lenders”) or other customary documentation, in a form reasonably acceptable to LifePoint Sub and the Title Company providing for the termination of all security interests held by the Secured Lenders (including any mortgages encumbering the Included Real Property)with respect to the Assets upon payment of all outstanding amounts owed by Sellers to each of the Secured Lenders at Closing, and (ii) UCC lien, litigation and tax searches showing all Encumbrances on the Assets, accompanied by UCC termination statements authorized for filing or other releases of all Encumbrances that are not Permitted Encumbrances.
Sample 1
Pay-Off Letters; Releases. Buyer shall have received (i) pay-off and release letters executed by all secured lenders of Seller Group (the “Secured Lenders”), in a form reasonably acceptable to Buyer and the Title Company providing for the termination of all security interests held by the Secured Lenders (including any mortgages encumbering the Included Real Property) with respect to the Assets upon payment of all outstanding amounts owed by Seller Group to each of the Secured Lenders at Closing, and (ii) UCC lien, litigation and tax searches showing all Encumbrances on the Assets, accompanied by UCC and fixture filing termination statements authorized for filing or other releases of all Encumbrances that are not Permitted Encumbrances.
Sample 1
Pay-Off Letters; Releases. Prior to the Closing, the Company shall use its commercially reasonable efforts to obtain an executed pay-off and lien release letter (the “Pay-off Letter”) in a form reasonably satisfactory to Acquiror from Cathay Bank, a California Banking Corp.(“Cathay Bank”), which Pay-off Letter shall include: (i) the balance required to pay-off the loans made pursuant to the Business Loan Agreement (Asset Based) between the Company and Cathay Bank, dated March 5, 2012 (the “Loan”) in full at Closing (including any prepayment penalties); (ii) the per-diem interest amount; (iii) a statement that upon pay-off of the Loan any related security interests in the Company’s assets shall immediately be released; (iv) attached draft UCC-3 termination statements; (v) wiring instructions; and (vi) consent to the Merger. Except as otherwise contemplated by the Pay-off Letters, the Company shall take all actions necessary such that all Encumbrances on assets of the Company shall be released prior to or simultaneously with the Closing.
Sample 1
Pay-Off Letters; Releases. Prior to the Closing the Company shall use its commercially reasonable efforts to obtain executed pay-off and lien release letters (the “Pay-off Letters”) in a form reasonably satisfactory to Acquirer from Silicon Valley Bank and each other Person to whom the Company is indebted for borrowed money and to whom it has granted a lien on any of the Company’s assets (all such parties, the “Company Lenders”), which Pay-off Letters shall include: (i) the balance required to pay-off the loans made pursuant such Company Lender’s loan facility (collectively, the “Loans”) in full at Closing on the projected Closing Date (including any prepayment penalties); (ii) the per-diem interest amount that will accrue from time to time after the projected Closing Date; (iii) a statement that upon pay-off of the Company Lender’s Loan in accordance with its Pay-off Letter, all related security interests in the Company’s assets shall immediately be released; (iv) attached draft UCC-3 termination statements with permission for Acquirer to file the UCC-termination statement on behalf of the Company Lender upon payment and satisfaction of the Loan in accordance with the relevant Loan Pay-off Letter; (v) wiring instructions for the Company Lender for delivery of such payment; and (vi) consent to consummation of the Merger. Except as otherwise contemplated by the Pay-off Letters, the Company shall take all actions necessary such that all Encumbrances on assets of the Company shall be released prior to or simultaneously with the Closing.
Sample 1
Pay-Off Letters; Releases. Prior to the Closing the Company shall use its commercially reasonable efforts to obtain executed pay-off and lien release letters (the “Pay-off Letters”) in a form reasonably satisfactory to Acquirer from Square 1 Bank (“Square 1”), which Pay-off Letters shall include: (i) the balance required to pay-off the loans made pursuant to the Amended and Restated Loan and Security Agreement, by and among the Company and Square 1, dated as of September 27, 2010, as amended (collectively, the “Loans”) in full at Closing (including any prepayment penalties); (ii) the per-diem interest amount; (iii) a statement that upon pay-off of the Loans any related security interests in the Company’s assets shall immediately be released; (iv) attached draft UCC-3 termination statements; (v) wiring instructions; and (vi) consent to consummation of the Merger. Except as otherwise contemplated by the Pay-off Letters, the Company shall take all actions necessary such that all Encumbrances on assets of the Company shall be released prior to or simultaneously with the Closing.
Sample 1

Related to Pay-Off Letters; Releases

  • 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 Letter 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 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.

  • News Releases Certain sections of Lithium Hosting, llc news releases may contain forward-looking statements projecting future events, such as new software installations, updates, promotions, hosting introductions, etc. It is possible that these statements may deviate from the actual circumstances, since they are treated as intentions and express expectations and approximate plans of action regarding the relevant forthcoming events. Forward Looking Statements can be recognized by the availability of indicative words such as "believes","anticipates", "plans", "may", "hopes", "can", "will", "expects", "is designed to", "with the intent", "potential", etc. However, their availability is not a prerequisite for a forward-looking statement to be treated as such.

  • Pre-Release Transactions Subject to the further terms and provisions of this Section 5.10, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.3 and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section 2.7, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).

  • Claims Letters Seacoast shall have received from the Persons listed in Section 4.17 of the Seacoast Disclosure Letter an executed written agreement in substantially the form of Exhibit C.

  • Indemnities of Servicer; Release of Claims (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement.

  • Claims Released Subject only to the exceptions just noted, I am releasing all known and unknown claims, promises, causes of action, or similar rights of any type that I may have (Claims) with respect to any Released Party listed in Section 2(d). I understand that the Claims I am releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), such as the following: Anti-discrimination statutes, such as the Age Discrimination in ---------------------------- Employment Act and Executive Order 11,141, which prohibit age discrimination in employment; Title VII of the Civil Rights Act of 1964, Sections 1981 and 1983 of the Civil Rights Act of 1866, and Executive Order 11,246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; and any other federal, state, or local laws prohibiting employment discrimination, such as the California Fair Employment and Housing Act, which prohibits discrimination in employment based on race, color, national origin, ancestry, physical or mental disability, medical condition, marital status, sex, or age. Federal employment statutes, such as the WARN Act, which requires that --------------------------- advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Fair Labor Standards Act of 1938, which regulates wage and hour matters; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; and any other federal laws relating to employment, such as veterans' reemployment rights laws. Other laws, such as any federal, state, or local laws providing ---------- workers' compensation benefits, restricting an employer's right to terminate employees, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other federal, state, or local laws providing recourse for alleged wrongful discharge, tort, physical or personal injury, emotional distress, fraud, negligent misrepresentation, defamation, and similar or related claims, such as California Labor Code Section 200 et seq., relating to salary, commission, compensation, benefits, and other matters; the California Workers' Compensation Act; or any applicable California Industrial Welfare Commission order.

  • Payoff Letters The Company shall, no later than three (3) Business Days prior to the Closing Date, obtain and deliver to Purchaser: (a) a copy of an executed payoff letter, in form and substance satisfactory to Purchaser, from each creditor with respect to the Indebtedness identified on Schedule 6.11 and any other Company Indebtedness that will be outstanding as of 11:59 p.m. (Eastern Time) on the day immediately preceding the Closing Date, which payoff letter (each such payoff letter, a “Payoff Letter”) shall: (i) indicate the aggregate amount required to be paid to such creditor on the Closing Date (including the outstanding principal amount, accrued and unpaid interest and any premium, penalty, fee, Expense, breakage cost or other payment required to be made with respect to such Indebtedness) in order to fully discharge all obligations with respect to such Indebtedness and provide wire transfer information for such payment; (ii) state that upon receipt of the amount described in clause “(i)” above, the instruments evidencing such Indebtedness shall be terminated; and (iii) state that all Liens and all guarantees in connection therewith relating to the assets and properties of the Acquired Companies securing such Indebtedness (if any) shall be, upon the payment of the amount described in clause “(i)” above on the Closing Date, released and terminated; (b) a UCC-3 termination statement terminating the security interests of each Person holding a security interest in the assets of any of the Acquired Companies in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; (c) forms of notices of termination for each account control agreement entered into in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; (d) forms of terminations for any intellectual property security agreements filed with the United States Patent and Trademark Office or United States Copyright Office in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any; and (e) forms of notices of termination for any landlord or bailee waivers executed in connection with the incurrence of the Indebtedness referred to in clause “(a)” above, if any. The Company shall cause the Payoff Letters to be updated, as necessary, on the Closing Date.

Time is Money Join Law Insider Premium to draft better contracts faster.