Common use of Payment of Funded Indebtedness Clause in Contracts

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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Orthopediatrics Corp)

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Payment of Funded Indebtedness. Prior to the Closing Date, the Sellers’ Representative Shareholder shall have delivered to Purchaser the Parent customary payoff letters (the “Payoff Letters”) from each Person to whom any of the Company Companies, jointly or severally, 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 each of the Company Companies 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 any of the Company Companies or its any of the assets of such parties upon receipt of the payoff amount set forth therein. At the Closing, Purchaser the Parent will pay to each Person to whom any of the Company Companies 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.

Appears in 1 contract

Samples: Merger Agreement (Orthopediatrics Corp)

Payment of Funded Indebtedness. Prior to the Closing Date, the Sellers’ Representative delivered to the Purchaser customary payoff letters (the “Payoff Letters”) from each Person to whom either or both of the Company Companies 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 each of the Company Companies 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 either or both of the Company Companies or its any of the assets of such parties upon receipt of the payoff amount set forth therein. At the Closing, the Purchaser will pay to each Person to whom either or both of the Company Companies 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.

Appears in 1 contract

Samples: Equity Interest Purchase Agreement (Orthopediatrics Corp)

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Payment of Funded Indebtedness. Prior At least five (5) Business Days prior to the Closing Date, the Sellers’ Representative shall cause to be delivered to the 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 any of the assets of such parties upon receipt of the payoff amount set forth therein. At the Closing, the Purchaser will pay through the Payment Agent 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.

Appears in 1 contract

Samples: Share Purchase Agreement (Orthopediatrics Corp)

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