Payoff Amounts. At the Closing, Acquiror or the Company shall pay (i) an amount sufficient to pay all unpaid Company Transaction Expenses (such aggregate amount, the “Company Payoff Amount”) and (ii) an amount sufficient to pay all unpaid Acquiror Transaction Expenses, all of which shall be paid by wire transfer of immediately available funds pursuant to wire instructions provided to Acquiror at least two (2) Business Days prior to the Closing by the Company Representative for the applicable owed parties with respect to the Company Transaction Expenses and by Acquiror with respect to the Acquiror Transaction Expenses.
Payoff Amounts. (a) Notwithstanding anything in the Note Purchase Agreement, any Note or any other Transaction Document to the contrary, (a) the Requisite Majority hereby agree that the Obligations to be repaid in connection with the occurrence of the Merger (as defined in that certain Agreement and Plan of Merger, dated as of June 11, 2017, by and among the Company, Parent and a wholly owned subsidiary of Parent (as amended, modified or restated from time to time in accordance with its terms, the “Merger Agreement”) are as set forth hereto as Annex II, and (b) promptly upon (but in no event later than one (1) business day after) the occurrence of the Merger, Parent shall pay or cause to be paid to each Investor its portion of the Obligations in such amounts as set forth on Annex II (such payments, the “Closing Payments”). Upon receipt of such amounts, (i) all outstanding Notes issued and purchased under the Note Purchase Agreement shall be deemed paid in full and shall be cancelled and of no further effect, (ii) the Note Purchase Agreement shall be terminated and the Company’s obligations thereunder and under the Notes shall be deemed satisfied and discharged, (iii) the security interest in favor of the Investors securing the Obligations shall terminate, (iv) the Company or their designee shall be authorized to file any UCC termination statements necessary to effect such termination and (v) the Investors will execute and deliver to Company any additional documents or instruments as Company shall reasonably request to evidence such termination.
(b) Upon the closing of the Merger, Parent shall reserve an amount equal to $1,000,000 (the “Closing Holdback Amount”), which Closing Holdback Amount shall be held by Parent as a source of recovery in respect of the indemnification obligations of the Investors, and which Closing Holdback Amount (or a portion thereof) shall be payable to the Investors, each in accordance with the terms of Section 4.
Payoff Amounts. Each of the Credit Parties agrees that the amounts set forth in Schedule III hereto represent the entirety of the Obligations of the Company with respect to each Credit Party. Each of the Credit Parties has not transferred or assigned (including, without limitation, any transfer, assignment or grant of any participation interest in), or entered into any agreement to transfer or assign, any Financing Document entered into by the Company or its Affiliates in favor of such Credit Party or all or any portion of the Obligations (or any interest therein).
Payoff Amounts. At the Closing, the Purchaser shall pay on behalf of Sellers and the Company (i) to each holder of Indebtedness listed on the Payoff Certificate, the Payoff Amount specified in the Payoff Certificate as being owed to such holder of Indebtedness, and (ii) to each identified payee of Seller Transaction Expenses, the amount of the Seller Transaction Expenses due to such payee as reflected on the Payoff Certificate.
Payoff Amounts. Prior to Closing, each of the Companies shall request and deliver to Kellxxxxx xxxoff and estoppel letters from such holders of each of the Companies' outstanding Indebtedness as designated by Kellxxxxx, xxich letters shall contain payoff amounts, per diem interest, wire transfer instructions and an agreement to deliver, upon payment in full, UCC-3 termination statements, FAA lien releases, satisfactions of mortgage and any original promissory notes or other evidences of indebtedness marked canceled.
Payoff Amounts. Prior to Closing, the Company shall request and deliver to USE payoff and estoppel letters from such holders of the Company's outstanding Indebtedness as designated by USE, which letters shall contain payoff amounts, per diem interest, wire transfer instructions and an agreement to deliver, upon payment in full, UCC-3 termination statements, satisfactions of mortgage and any original promissory notes or other evidences of indebtedness marked canceled.
Payoff Amounts. Immediately prior to the Effective Time, LAI shall deliver to CMC a certificate or instrument, satisfactory in form and substance to CMC, executed by a duly authorized representative of the Senior Lenders that sets forth the Senior Obligations Payoff Amount. At the Effective Time, Sub, and immediately upon consummation of the Merger, Surviving Corporation shall be capitalized by CMC with cash equal to the sum of (a) the Senior Obligations Payoff Amount plus (b) the Churchill Payoff Amount. Simultaneously with and as part of the Closixx, xxx Xurviving Corporation shall remit (x) to the Senior Lenders by wire transfer in immediately available funds the Senior Obligations Payoff Amount, (y) to the Escrow Agent into the Escrow Fund the Escrow Fund Amount, and (z) to Churchill by wire transfer in immediately available funds an amount exxxx xx xhe Churchill Closing Payment Amount. CMC shall cause the Surviving Corpoxxxxxx xx make the foregoing remissions and deposits.
Payoff Amounts. “Payoff Amounts” shall have the meaning specified in Section 3.3(a)(ii) of this Agreement.
Payoff Amounts. At the Closing, Buyer shall make or cause to be made the following payments (the “Payoff Amounts”):
(i) an amount equal to all Indebtedness of Seller as of the Closing Date, to be paid in accordance with the terms of the applicable Payoff Letters; and
(ii) an amount sufficient to satisfy all outstanding Selling Expenses, to be paid in accordance with the terms of the applicable Payoff Letters.
Payoff Amounts. On the Closing Date, Buyer shall make or cause to be made the following payments (the “Payoff Amounts”):
(i) $1,452,000 shall be paid by Buyer on behalf of Company to Sabby Volatility Warrant Master Fund, Ltd., $2,948,000 shall be paid by Buyer on behalf of Company to Sabby Healthcare Master Fund, Ltd., and $2,200,000 shall be paid by Buyer on behalf of Company to Xxxxxx Xxxx Capital, which amounts, in the aggregate, are sufficient to release all of Company’s obligations under its Original Issue Discount Senior Secured Debenture due February 2019; and
(ii) $2,548,239 shall be paid by Buyer on behalf of Company to The Xxxxxxxx Xxxxxxx Xxxxxxx Revocable Trust UA June 13, 2006, $96,616 shall be paid by Buyer on behalf of Company to Pensco Trust Co., $2,028,161.59 shall be paid by Buyer on behalf of Company to Xxxx Xxxxxxxx, $483,078.91 shall be paid by Buyer on behalf of Company to X. Xxxxxxxxxx, $483,078.91 shall be paid by Buyer on behalf of Company to X. Xxxxxxxxxx, $272,495.95 shall be paid by Buyer on behalf of Company to Xxxxxxxxx Partners, $51,477.96 shall be paid by Buyer on behalf of Company to Xxxx Xxxxx and Xxxxx Xxxxxx, which amounts, in the aggregate, are sufficient to release all of Company’s obligations under that certain Note and Warrant Purchase Agreement, dated January 17, 2012.
