Payoff Debt Clause Samples
Payoff Debt. At the Closing, Sellers shall terminate, or cause to be terminated, the definitive documentation relating to, and all obligations (other than such obligations which customarily survive such payoff), commitments, guarantees and liens in respect of, the Payoff Debt (such termination, together with such payments as are required, the "Closing Payoff"). In order to facilitate the Closing Payoff, Sellers shall (i) timely deliver all notices and take all other actions required pursuant to the Payoff Debt to effect the Closing Payoff, (ii) obtain and deliver to Buyer at least one (1) Business Day prior to the Closing Date customary payoff and termination documentation with respect to the Payoff Debt, in form and substance reasonably satisfactory to Buyer (the "Payoff Letter"), and (iii) make customary arrangements for the lender in respect of the Payoff Debt (or its agent, if applicable) to deliver, file and make effective, as applicable, no later than the Closing (but subject to receipt of the Payoff Amount), all related encumbrance and guarantee releases, possessory collateral and other customary release documentation in form and substance reasonably satisfactory to Buyer.
Payoff Debt. The parties agree that, upon the Closing, the Indebtedness set forth on Schedule 2.04, which is all Indebtedness of the types described in clauses (i) through (iv) of the definition of Indebtedness (the “Payoff Debt”) will be fully repaid by the Buyer Group on behalf of the Acquired Companies. Sellers and the Buyer Group shall have the right to jointly update Schedule 2.04 until the date that is three (3) Business Days prior to the Closing Date to reflect intervening changes in the Payoff Debt. In order to facilitate such repayment, no less than five (5) Business Days prior to the Closing Date, Sellers and the Buyer Group shall obtain customary payoff letters for the Payoff Debt in a form mutually acceptable (the “Payoff Letters”) and setting forth the aggregate amount required to pay the Payoff Debt in full as of the Calculation Time (the “Payoff Debt Amount”).
Payoff Debt. At the Effective Time, for any Payoff Debt, Purchaser shall pay, by wire transfer to the bank accounts specified in the Payoff Letters obtained by the Company in accordance with Section 5.11, immediately available funds in the amounts specified in such Payoff Letters.