Payment of Funded Indebtedness. Prior to the Closing Date, the Sellers’ Representative delivered to Purchaser customary payoff letters (the “Payoff Letters”) from each Person to whom the Company owes Funded Indebtedness as of the Closing, signed by the Persons to which such Funded Indebtedness is payable, setting forth, among other things, (A) the amount required to pay off in full at the Closing all Funded Indebtedness of the Company held by such Person, (B) wire transfer instructions for the payment of such amounts, and (C) the commitment to release all Encumbrances, if any, which such Person may hold on the Company or its assets upon receipt of the payoff amount set forth therein. At the Closing, Purchaser will pay to each Person to whom the Company owes Funded Indebtedness as of immediately prior to the Closing the amounts set forth in the applicable Payoff Letter by wire transfer of immediately available funds to the applicable accounts specified therein.
Payment of Funded Indebtedness. Each Company represents and warrants to Buyer that all Contracts evidencing Funded Indebtedness are set forth on Schedule 2.3 hereto. Each Company shall provide Buyer, at least two (2) business days prior to the Closing Date, with a customary pay-off letter, in form and substance reasonably acceptable to Buyer (each a “Pay-Off Letter”), from each holder of Funded Indebtedness, if any (which Pay-Off Letters shall contain (a) payoff amounts, including per diems; (b) wire transfer instructions; (c) an affirmative statement by the holder of the applicable Funded Indebtedness that (i) upon payment of the applicable payoff amount, including any per diem, that (A) all obligations of each Company to such holder shall be satisfied in full, (B) all Liens, if any, are automatically released and terminated and (C) all guarantees of the applicable Funded Indebtedness are automatically released and terminated, and (ii) Buyer may rely on such Pay-Off Letter; (d) an agreement by the holder of the applicable Funded Indebtedness to take such further action as may be reasonably requested by any Company or Buyer to further evidence such payment, release and termination; and (e) an authorization for the applicable Company or its designee to file UCC-3 financing statements to release or terminate of record any such Liens upon payment of such applicable payoff amount, including any per diem, and make arrangements, reasonably satisfactory to Buyer and its lender(s), for such holders to provide to each Company, immediately after the repayment of all such Funded Indebtedness, recordable form lien releases, canceled notes, and other related documents reasonably requested by Buyer. Any Funded Indebtedness payable to an Affiliate of Seller or any Company shall be paid net of any and all outstanding obligations (monetary or otherwise) owed by an Affiliate (or any officer of any Company or family member of any Affiliate) to any Company (each obligation, an “Affiliate Receivable” and collectively, the “Affiliate Receivables”), which obligations each Company represents and warrants to Buyer are set forth on Schedule 2.3 hereto. At the Closing, Buyer shall pay or satisfy in full all Funded Indebtedness in accordance with the Pay-Off Letters.
Payment of Funded Indebtedness. The Company shall have delivered to Parent documentation reasonably satisfactory to Parent evidencing the Company’s compliance in full with Section 6.19.
Payment of Funded Indebtedness. No fewer than three (3) days prior to the Closing Date, the Company shall cause to be prepared and delivered to SMMC: (i) a certificate executed by an executive officer of the Company setting forth the Company’s good faith estimate of the amount of Indebtedness as of immediately prior to the Closing pursuant to the instruments listed on Section 7.19 of the Company Disclosure Schedule and any other Indebtedness approved in writing by SMMC that the Company and SMMC agree will be paid at the Closing (the “Funded Indebtedness”), including the names of each person to which such Funded Indebtedness is owed (each, a “Pay-Off Lender”) and the amounts owed to each Pay-Off Lender; and (ii) pay-off letters in form and substance reasonably satisfactory to SMMC to be executed at or prior to the Closing by all Pay-Off Lenders (each, a “Pay-Off Letter”). The parties shall cooperate in arranging for the repayment of all Funded Indebtedness at the Closing. The Company shall use reasonable best efforts to facilitate such repayment and the release, in connection with such repayment, of any Liens securing such Funded Indebtedness. At the Closing, the Company shall deliver or cause to be delivered to SMMC, duly executed Pay-Off Letters.
Payment of Funded Indebtedness. Not fewer than five (5) Business Days prior to the anticipated Closing Date, the Company shall deliver to Parent: (i) a certificate executed by an executive officer of the Company setting forth the Company’s good faith estimate of all Closing Date Indebtedness as of the anticipated Closing Date pursuant to the instruments listed on Section 2.9(c) of the Company Disclosure Letter (“Funded Indebtedness”), including the names of each Person to which such Funded Indebtedness is owed (each, a “Pay-Off Lender”) and the amounts owed to each Pay-Off Lender; and (ii) pay-off letters in form and substance reasonably satisfactory to Parent to be executed at the Closing by all Pay-Off Lenders (the “Pay-Off Letters”). The Parent and the Company shall cooperate in arranging for the repayment by or on behalf of the Company of all Funded Indebtedness and Seller Transaction Expenses at the Closing. The Company shall, and shall cause its Subsidiaries to, facilitate such repayment and the release, in connection with such repayment, of any Liens securing such Funded Indebtedness.
Payment of Funded Indebtedness. Adjoined represents and warrants to Parent that all Contracts evidencing Funded Indebtedness of the Company are set forth on Schedule 2.5 hereto. Adjoined will use all reasonable commercial efforts to provide to Parent, at least three business days prior to the scheduled Closing Date, customary pay-off letters from all holders of Funded Indebtedness (which letters shall contain payoff amounts, per diems, wire transfer instructions and an agreement to deliver, upon full payment, UCC-3 termination statements, other appropriate releases and any original stock certificates, promissory notes or other evidences of indebtedness marked canceled), and make arrangements, reasonably satisfactory to Parent and its lenders, for such holders to provide to Adjoined recordable form lien releases, canceled notes, trademark and patent assignments and other documents reasonably requested by Parent upon the repayment of all such Funded Indebtedness.
Payment of Funded Indebtedness. All Contracts and instruments evidencing Funded Indebtedness are set forth in Schedule 3.7 hereto. Those items contained in Schedule 3.7 marked with an asterisk constitute items of Repaid Indebtedness and shall be paid at Closing as provided in Section 2.2(a).
Payment of Funded Indebtedness. All Funded Indebtedness shall be paid in cash by the Purchaser to the creditors thereof, as set forth in Exhibit B, at Closing; and
Payment of Funded Indebtedness. 4 2.4 Deliveries by the Seller ............................................................................................................. 4 2.5 Termination in the Absence of Closing. .................................................................................... 5 2.6 Withholding ............................................................................................................................... 5 ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER .............................................................................................................................. 6 3.1
Payment of Funded Indebtedness. The Company represents and warrants to the Buyer that all Contracts evidencing Funded Indebtedness are set forth on Schedule 2.3
