Payoff and Release Letters. Payoff and release letters from creditors of Sellers, together with UCC-3 termination statements, with respect to any financing statements filed against any of the Purchased Assets, terminating all Encumbrances (including Tax liens) on any of the Purchased Assets;
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) a payoff and release letter signed by the Existing Lender, in form and substance satisfactory to the Lender, (i) confirming the amount required to be paid to the Existing Lender on the Closing Date in order to pay all of the Borrower’s and its Subsidiaries’ obligations to the Existing Lender, (ii) affirming that, upon receipt of such amount on the Closing Date, all liens, encumbrances and security interests held by the Existing Lender shall be terminated and released, and all collateral shall be released and retuned to the Borrower, and (iii) 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 the Existing Lender, and (b) similar letters from Fortress Credit Corp. (in respect of Gupta) and the holders of any and all other secured Indebtedness (other than Permitted Indebtedness) of the Borrower and/or the Subsidiaries. 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 Seller’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. 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. The Bank shall have received a payoff and release letter (and related UCC-3 financing statements or other discharges, if applicable) in form and substance satisfactory to the Bank from Citizens Bank, and arrangements satisfactory to the Bank shall have been made by the Borrower with respect thereto.
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. Payoff and release letters agreeing to release all Liens against the Business or any of the Purchased Assets in form and substance reasonably satisfactory to Purchaser;
