Payoff Documents. Buyer shall have received duly and validly executed Payoff Letters and Closing Expense Invoices.
Payoff Documents. Prior to Closing, the Sellers have delivered to Buyer (a) payoff letters relating to the Repaid Closing Indebtedness of the Company in a form satisfactory to Buyer (collectively, the “Pay-Off Documents”), which Pay-Off Documents shall (i) provide that, upon payment of a specified amount, all agreements, including pledges, mortgages and security interests evidencing such Repaid Closing Indebtedness shall terminate, without any continuing liability of the Company thereunder, (ii) include undertakings to provide appropriate evidence of such termination, cancellation or repayment (including UCC-3 termination statements and payoff letters in a form satisfactory to Buyer) and release and reconvey to the Company any intellectual property rights previously conveyed to the lenders of the Company to secure repayment of such Repaid Closing Indebtedness, and (iii) include undertakings to cause the redelivery of any share certificates of the Company held pursuant to any terminated share pledge agreements.
Payoff Documents. 1. Payoff Letters Regarding Subordinated Debt to Xxxxxxxxxx Family
(a) Xxxxxx X. Xxxxxxxxxx Separate Property Trust UAD 7/9/2009 (b) Xxxxxx X. Xxxxxxxxx Separate Property Trust UAD 6/17/2009
Payoff Documents. The Sellers’ Representative has delivered to the Purchaser, a written statement from each Person identified in Schedule 2.3(b) (each such written statement, hereinafter, a “Payoff Statement”), which Payoff Statements as to each Person identified in Schedule 2.3(b): (i) sets forth the full amount (or a methodology for calculating the full amount) which is to be paid to such Person on the Closing Date in order to pay in full and discharge all Indebtedness which the Company owes to any such Person, including interest, fees, prepayment fees or penalties and amounts, if any, due in connection with the termination of any interest rate protection agreements; (ii) provides that upon payment to the Person that has issued the Payoff Statement of the amount stated or described in the Payoff Statement, all Liens of such Person on any tangible and intangible assets of the Company shall be released and discharged; (iii) authorizes the Company to terminate all UCC financing statements and other filings made to perfect or evidence such Liens; and (iv) was accompanied by any UCC authorizations or other releases as may be reasonably required to evidence the satisfaction of such Estimated Closing Date Debt (item (iv) the “Lien Releases” and together with the Payoff Statement, the “Payoff Documents”).
Payoff Documents. 1. Payoff Letter with respect to Second Amended and Restated Warehouse Agreement dated as of March 15, 2013 among CFC W Funding LLC, Deutsche Bank Securities, Inc., as Administrative Agent and the other parties thereto (“Existing CarFinance Facility”)
2. Payoff Letter with respect to Loan and Security Agreement dated as of August 15, 2014 among FCA Funding III LLC, Xxxxxxx Sachs Bank USA, as Administrative Agent and the other parties thereto (“Existing Flagship-Goldman Facility”)
3. Payoff Letter with respect to Amended and Restated Loan and Security Agreement dated as of May 12, 2014 among FCA Funding II LLC, Barclays Bank PLC, as Administrative Agent and the other parties thereto (“Existing Flagship-Barclays Facility”)
4. Payoff Letter with respect to Amended and Restated Loan and Security Agreement dated as of December 19, 2014 among the Borrower, Xxxxx Fargo Securities, LLC, as Administrative Agent and the other parties thereto (“Existing Flagship-Xxxxx Fargo Facility”)
5. UCC-3 Releases of UCC filings in respect of:
(i) Existing CarFinance Facility
(ii) Existing Flagship-Goldman Facility
(iii) Existing Flagship-Barclays Facility
(iv) Existing Flagship-Xxxxx Fargo Facility
6. Transfer Agreements:
(i) between CFC W Funding LLC, as seller and CarFinance Capital LLC, as purchaser (ii) between FCA Funding III LLC, as seller and FCA, as purchaser (iii) between FCA Funding II LLC, as seller and FCA, as purchaser (iv) between the Borrower, as seller and FCA, as purchaser 7. Form of UCC-1 Financing Statements:
(i) naming CFC W Funding LLC as debtor and CarFinance Capital LLC as secured party (ii) naming FCA Funding III LLC as debtor and FCA as secured party
Payoff Documents. Prior to Closing, the Sellers have delivered to Buyer (a) payoff letters relating to the Repaid Closing Indebtedness of the Company and the Asset Seller in a form satisfactory to Buyer (collectively, the “Pay-Off Documents”), which Pay-Off Documents shall (i) provide that, upon payment of a specified amount, all agreements, including pledges, mortgages and security interests evidencing such Repaid Closing Indebtedness shall terminate, without any continuing liability of the Company or the Asset Seller, as applicable, thereunder, (ii) include undertakings to provide appropriate evidence of such termination, cancellation or repayment (including UCC-3 termination statements and payoff letters in a form satisfactory to Buyer) and release and reconvey to the Company or the Asset Seller, as applicable, any intellectual property rights previously conveyed to the lenders of the Company or the Asset Seller, as applicable, to secure repayment of such Repaid Closing Indebtedness, and (iii) include undertakings to cause the redelivery of any membership interest certificates of the Company or the Asset Seller, as applicable, held pursuant to any terminated equity pledge agreements.
Payoff Documents. Agent shall have received and reviewed to its reasonable satisfaction all documents, instruments and agreements to be executed or delivered on or before the Closing Date by the Old Lender, pursuant to which all Indebtedness owing by the Borrowers to it (other than reimbursement obligations owing by any Borrower in respect of any letter of credit issued by the Old Lender which may remain outstanding after the Closing Date), and all liens and security interests securing such Indebtedness, shall have been satisfied and released, respectively (except for any cash pledged by any Borrower to secure such reimbursement obligations);
Payoff Documents. Seller shall have delivered or caused to be delivered to Purchaser with respect to any Indebtedness required to be repaid or refinanced pursuant to the terms of this Agreement customary payoff letters, instruments of discharge and any possessory collateral delivered in connection with such Indebtedness.
Payoff Documents. Purchaser shall have received evidence of payment in full and termination and release from each lender to the Company, with respect to the Company Debt as of the Closing Date (collectively, the “Payoff Documents”), as expressly set forth on Section 8.2(f) of the Company Disclosure Schedule, including authorization to file UCC termination statements in connection therewith.
Payoff Documents. The Agent (for delivery to the Holders) shall have received customary payoff letters and Lien releases evidencing that all existing Liens or security interests on the Specified Acquired Assets (provided that Liens permitted under Section 7.02 may exist) have been, or contemporaneously with the Closing Date shall be, terminated or released.
