Payoff and Release Letters. Payoff and release letters from creditors of Seller, together with UCC-3 termination statements, with respect to any financing statements filed against any of the Purchased Assets, terminating all Encumbrances (including, without limitation, Tax liens) on any of the Purchased Assets, including, without limitation, the duly executed release by KPCB Holdings, Inc. in favor of Seller;
Payoff and Release Letters. The Borrower shall have received, and shall have delivered to the Agent, a payoff and release letter from each holder (or each agent thereof) of all Prior Debt, signed by each such holder (or agent, as applicable), (i) confirming the amount required to be paid to each such holder (or agent, as applicable) on the Closing Date in order to pay all such Prior Debt, (ii) affirming that, upon receipt of such amount on the Closing Date, all Liens on the property of the Loan Parties securing such Prior Debt shall be terminated and released, and all possessory collateral constituting property of the Loan Parties shall be forwarded to such Loan Party or the Agent, and (iii) providing for the filing, upon receipt of such amount on the Closing Date, of termination statements in respect of any and all Lien filings against Loan Parties securing such Prior Debt.
Payoff and Release Letters. Payoff and release letters from secured creditors of Seller, together with UCC-3 termination statements, with respect to any financing statements filed against any of the Purchased Assets, terminating all Encumbrances (including, without limitation, Tax liens and any Encumbrances relating to Biomet, Inc.) on any of the Purchased Assets, including, without limitation, any and all duly executed payoff, release and assignment documents in favor of Seller, Buyer and Parent from each of Biomet, Inc., Xxxxxx X. Xxxxxx, Xxxxxxx Coie LLP and any other creditors that possess or may claim to possess security or other interests in or to the Purchased Assets, in each case in form and substance satisfactory to Buyer;
Payoff and Release Letters. The Borrower shall have received, and shall have delivered to the Lender, a payoff and release letters signed by Textron Financial Corporation (assignee of Systran Financial Services Corporation) and, if available, Comerica Bank, respectively, in form and substance satisfactory to the Lender, (a) confirming the amount required to be paid to each such lender on the Closing Date in order to pay all of the Borrower’s and its Subsidiaries’ obligations to such lender, (b) affirming that, upon receipt of such amount on the Closing Date, all liens, encumbrances and security interests held by such lender shall be terminated and released, and all collateral shall be released and retuned to the Borrower, and (c) authorizing the filing, upon receipt of such amount on the Closing Date, of termination statements in respect of all lien filings against the Borrower and/or the Subsidiaries in respect of such liens, encumbrances and security interests of such lender. The Borrower shall pay such amounts to such creditors on the Closing Date out of the proceeds of the Term Loans and, if applicable, the initial Advance.
Payoff and Release Letters. The Buyer shall have received payoff and release letters in form and substance satisfactory to the Buyer with respect to the complete payment and satisfaction of all of the Company’s Indebtedness and the release of all Liens on the Purchased Assets of the Company, if any;
Payoff and Release Letters. Payoff and release letters, in customary form, with respect to the Indebtedness described in clause (i) of the definition thereof (each, a “Indebtedness Payoff Letter”), duly executed by the Company and the applicable Indebtedness Lenders;
Payoff and Release Letters. The Company shall use commercially reasonable efforts to obtain, at least three Business Days prior to the Effective Date, and shall obtain prior to the Effective Date, a customary payoff letter with respect to the Credit Facility, providing for the termination of all Liens securing obligations under the Credit Facility and the termination of the Credit Facility, all guarantees thereof and all related documents (other than obligations thereunder which expressly survive termination), upon payment of all obligations owing under the Credit Facility as of the Effective Date.
Payoff and Release Letters. Lender shall have received payoff and release letters (and related UCC-3 financing statements or other discharges) in form and substance satisfactory to Lender from (i) State Street Bank and Trust Company and (ii) Silicon Valley National Bank, and arrangements satisfactory to Lender shall have been made by Borrower with respect thereto.
Payoff and Release Letters. Section 6.1 (f) of the Seller Disclosure Schedule lists any and all Acquired Company payoff and release letter(s) in form and substance satisfactory to the Purchaser, providing for the repayment in full of any outstanding Indebtedness and the corresponding release of any Encumbrance that such Person may have with respect to any Acquired Company or any of its assets;
Payoff and Release Letters. No later than the three (3) Business Days prior to the Closing Date, the Company shall provide the Buyer with payoff letters from each of the creditors to whom the Payoff Indebtedness is owed pursuant to the Company Debt Agreements (other than the Malta Debt Agreements and the portions of the Multi Option Facility not specified as being paid off pursuant to the definition of Company Debt Agreements), containing the name and account number of each Person to which any portion of such Indebtedness shall be due and payable at the Closing and containing the portion of such Indebtedness to be paid to each such Person at the Closing (collectively, the “Payoff Letters”). Each of the Payoff Letters shall (i) state that, upon payment at the Closing of the amounts set forth therein, such portion of such Indebtedness shall be fully paid, satisfied and discharged in its entirety and (ii) if applicable, provide for the release of all Liens over the properties and assets of the Company and its Subsidiaries securing the obligations pertaining to such Indebtedness underlying such Indebtedness. If applicable, the Company shall prepare for filing all agreements, instruments, certificates, releases, termination statements and other documents, in form and substance reasonably satisfactory to the Buyer, that are necessary, appropriate or advisable to effect the releases of all Liens relating to such Indebtedness. No later than the three (3) Business Days prior to the Closing Date, the Company shall provide the Buyer with letters from each of the creditors to whom the Indebtedness is owed pursuant to the Malta Debt Agreements, containing the name of each Person to which any portion of such Indebtedness shall be outstanding at the Closing and containing the portion of such Indebtedness owed to each such Person at the Closing.
