Common use of Payoff Amounts Clause in Contracts

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. (a) Notwithstanding anything in the Note Purchase Agreement, any Note At or any other Transaction Document prior to the contraryClosing, (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 CDM shall pay or cause to be paid to each Investor its portion settled, repaid or canceled all intercompany accounts that are unpaid as of the Obligations in such amounts as set forth Closing Date between CDM, on Annex II (such paymentsthe one hand, 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 either of the Investors securing Partners and their Affiliates (other than CDM), on 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 terminationother hand. (b) Upon At or prior to the closing Closing, the Partners shall cause CDM to extinguish all guarantees by CDM of any Indebtedness or other obligation of any third party, including either of the MergerPartners or any of their Affiliates (other than CDM). (c) At or prior to the Closing, Parent the Partners shall reserve have caused to be released all Liens in and upon any of the property and assets of CDM, other than Permitted Liens and Liens securing Closing Indebtedness. (d) Not more than 10 Business Days nor less than three Business Days prior to the Closing Date, CDM shall deliver to Regency a certificate of the general partner of CDM setting forth an itemized list (including lender and amount equal outstanding) of (i) all Indebtedness of CDM to $1,000,000 be outstanding as of the Closing Date (the “Closing Holdback Indebtedness”) and (ii) all operating leases to be outstanding as of the Closing Date in which CDM leases natural gas compression equipment from Caterpillar Financial Services Corporation or others (“Compression Operating Leases”). CDM shall also deliver to Regency, simultaneously with such certificate, payoff letters executed by each of the lenders or other financing sources with respect to such Closing Indebtedness and the lessors under each Compression Operating Lease, in each case in form and substance reasonably satisfactory to Regency (the “Payoff Letters”). Each Payoff Letter shall contain (x) the payoff amount, including principal, accrued but unpaid interest, fees, prepayment costs or penalties, make-whole premiums or similar costs (including a per diem amount or calculation through the Closing Date) of the Closing Indebtedness to which it relates and that will be due and payable in order to extinguish the Closing Indebtedness immediately after the Closing, and shall authorize CDM, the Surviving Company and Regency, following the payment in full of such Closing Indebtedness, to file any financing statements or take any other actions necessary to terminate any outstanding Liens relating to such Closing Indebtedness and (y) as to Compression Operating Leases, the amount required to be paid immediately after the Closing to the applicable lessors in order to exercise any purchase option and acquire good and valid title to all equipment covered thereby, free and clear of all Liens. The aggregate amount necessary to repay all the Indebtedness of CDM and to acquire such equipment under the Compression Operating Leases as of the Closing Date as set forth in the Payoff Letters is referred to herein as the “Payoff Amount”). Immediately after the Closing, which Closing Holdback Regency shall cause the Payoff Amount shall to be held paid as contemplated 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 4Payoff Letters.

Payoff Amounts. (a) Notwithstanding anything in the Note Purchase AgreementThe Company shall deliver to Buyer, any Note or any other Transaction Document at least three Business Days prior to the contraryClosing, duly executed payoff letters in customary form reasonably satisfactory to Buyer (aeach, a “Payoff Letter”), from the lenders, or to the administrative agent (or similar person) the Requisite Majority hereby agree that the Obligations to be repaid in connection with the occurrence on behalf of the Merger (as defined lenders, in that certain Agreement respect of all indebtedness for borrowed money of any Acquired Entity and Plan of Mergerall obligations evidenced by bonds, dated notes, debentures or other similar instruments issued by any Acquired Entity, in each case, outstanding as of June 11immediately prior to the Closing, 2017including the Permitted Construction Loans and any Indebtedness under each of the Contracts set forth in Section 6.14(a) of the Disclosure Schedule (such indebtedness and obligations, 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 termscollectively, the “Merger AgreementCompany Debt Instruments”), which (i) are as set forth hereto as Annex II, and (b) promptly upon (but in no event later than one (1) business day after) confirm the occurrence of the Merger, Parent shall pay or cause aggregate outstanding amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs, make-whole amount or premium, or any other outstanding and unpaid obligations and Liabilities (including all Indebtedness), to the extent applicable, under each Investor its portion Company Debt Instrument as of the Obligations in anticipated Closing (each such amounts as set forth on Annex II (such paymentsamount, the a “Closing PaymentsPayoff Amount”). 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 dischargedcontain payment instructions, (iii) provide that all Liens, encumbrances, guaranties, security interests, collateral and agreements to subordinate in connection therewith relating to the security interest in favor assets of the Investors Acquired Entities securing such obligations and Liabilities shall be, upon the Obligations shall terminatepayment of the applicable Payoff Amount, automatically released and terminated on the Closing Date and (iv) provide that the Company or their designee Debt Instruments and any other related documents shall be, upon the payment of the applicable Payoff Amount, automatically terminated and all such obligations and Liabilities shall be authorized automatically satisfied, released and discharged (except for any obligations that, by their terms, expressly survive such termination). Prior to file or at the Closing, the Company shall have obtained other termination documents with respect to the Liens securing any Company Debt Instruments, including (i) fully completed UCC termination statements and (ii) executed terminations and releases of outstanding mortgages and other applicable collateral documents, as are reasonably necessary to effect release 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 terminationLiens. (b) Upon the closing With respect to any existing letters of credit listed in Section 6.14 of the Merger, Parent shall reserve an amount equal to $1,000,000 Disclosure Schedule (the “Closing Holdback AmountExisting L/Cs”), which Closing Holdback Amount shall be held by Parent as a source of recovery in respect of prior to the indemnification obligations of Closing, the InvestorsCompany shall, and which Closing Holdback Amount shall cause the other Acquired Entities to, use its reasonable best efforts to take all actions reasonably requested by Buyer or Buyer Parent to back-stop, “rollover” or terminate such Existing L/Cs (or a portion thereof) shall be payable to including the Investors, each in accordance with the terms release and discharge of Section 4all related Liens and security interests).