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. 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. Contemporaneously with the Effective Time, Sub shall directly repay in full all outstanding principal and accrued and unpaid interest and all other amounts represented by FastFind to be owing with respect to the Funded Indebtedness.
Payment of Funded Indebtedness. Subject to the Closing and upon the terms and conditions of this Agreement, and subject to receipt from such Company Debtholder of a Payoff Letter, Acquiror shall pay, or cause to be paid, to each Company Debtholder, at or within one (1) Business Day after the later of the Closing and receipt of the Payoff Letter, by wire transfer of immediately available funds to an account designated by such Company Debtholder in the applicable Payoff Letter, such Company Debtholder’s Company Debtholder Closing Amount, which together with the right to receive any cash payable to such Company Debtholder pursuant to Section 8.3 hereof and the Escrow Agreement upon the release of the Escrow Fund, if any, shall be in full satisfaction of such Company Debtholder’s Funded Indebtedness.
Payment of Funded Indebtedness. Seller shall have provided to Buyer payoff letters or similar documentation evidencing the amounts required to retire in full all Funded Indebtedness as of the Closing Date, and committing to provide discharges or terminations of all mortgages, deeds of trusts, and security interests securing Funded Indebtedness.
Payment of Funded Indebtedness. Buyer shall be prepared to pay in full the Funded Indebtedness outstanding as of the Closing Date subject to the limit in Section 2.2(a).
Payment of Funded Indebtedness. No fewer than five Business Days prior to the anticipated Closing Date, Sellers shall deliver, or cause to be delivered, to the Buyer: (a) a statement setting forth the Sellers’ good faith estimate of all Closing Indebtedness pursuant to the instruments listed on Schedule 2.3 (the “Funded Indebtedness”) as of the anticipated Closing Date, 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 (b) pay-off letters in form and substance reasonably satisfactory to the Buyer to be executed at the Closing by all Pay-Off Lenders (the “Pay-Off Letters”). The Buyer, the Sellers and the Company shall cooperate in arranging for the repayment by the Company of all Funded Indebtedness at the Closing. The Company shall facilitate such repayment and the release, in connection with such repayment, of any Liens securing such Funded Indebtedness.
