Payoff Letters and Lien Releases. From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall use commercially reasonable efforts to deliver to the Parent customary payoff letters in connection with the repayment of the Indebtedness outstanding under the Credit Agreement in accordance with Section 2.03(f) and to make arrangements for the holders of such Indebtedness to deliver, subject to the receipt of the applicable payoff amounts, customary Lien releases to the Parent as soon as practicable after the Closing.
Payoff Letters and Lien Releases. The Company shall, or shall have caused its applicable Subsidiaries to, deliver all notices and take other actions required to facilitate the termination of commitments in respect of the Credit Agreement and any Additional Indebtedness, repayment in full of all obligations in respect of such Credit Agreement and any Additional Indebtedness and release of any Liens and guarantees in connection therewith on the Closing Date. No later than three (3) Business Days prior to the Closing Date, the Company shall, or shall have caused the applicable Subsidiaries to, furnish to Parent a customary payoff letter with respect to each of the Credit Agreement and any Additional Indebtedness (each, a “Payoff Letter”) in substantially final form and in form and substance reasonably satisfactory to Parent from all financial institutions and other Persons to which the Indebtedness under the Credit Agreement or such Additional Indebtedness, as applicable, is owed, or the applicable agent, trustee or other representative on behalf of such Persons, each of which Payoff Letter shall (x) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or other outstanding and unpaid obligations related to the Credit Agreement or such Additional Indebtedness, as applicable, as of the Closing Date (the “Payoff Amount”) and (y) state that all obligations (including guarantees) in respect thereof and Liens in connection therewith on the assets of any of the Group Companies and the Common Shares shall be, substantially concurrently with the receipt of the applicable Payoff Amount on the Closing Date by the Persons holding such Indebtedness, released or arrangements reasonably satisfactory to Parent for such release shall have been made by such time, subject, in the case of the Credit Agreement as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit under the Credit Agreement.
Payoff Letters and Lien Releases. Payoff letters for each instrument of Indebtedness of the Company (other than Indebtedness arising under Warehouse Lines or Indebtedness of Seller or its other Subsidiaries with respect to which the Company shall have been fully released from its obligations thereunder and all Liabilities with respect thereto from and after the Closing Date) from the obligees thereunder setting forth the amounts necessary to pay off all Indebtedness under such instrument as of the Closing Date along with the per diem interest amount with respect thereto and otherwise in form and substance reasonably satisfactory to the Purchaser, and providing for the release of all Liens held against the property of the Company upon the payoff of such Indebtedness.
Payoff Letters and Lien Releases. Parent shall have received the Payoff Letters and evidence reasonably satisfactory to Parent of the payment of all Indebtedness indicated in such Payoff Letters and the release of all Liens with respect to such Indebtedness.
Payoff Letters and Lien Releases. At least three (3) Business Days prior to the anticipated Closing, the Company will deliver to Parent a customary payoff letter or letters or other payoff documentation (collectively, the “Payoff Letter”) executed by the lenders of the Indebtedness described in clause (a) below, which letter will set forth (a) the total amount required to be paid at the Effective Time to satisfy in full the repayment of all Indebtedness set forth on Schedule 5.3 of the Disclosure Schedules and, if any, all prepayment penalties, premiums and breakage costs that become payable upon such repayment (the “Payoff Amount”), (b) the lenders’ obligation to release all liens and other security securing the Indebtedness described in clause (a) in due course and at Parent’s expense after receiving the Payoff Amount, and (c) wire transfer instructions for paying the Payoff Amount.
Payoff Letters and Lien Releases. The Company shall obtain and deliver to Buyer customary payoff letters in connection with the repayment of the Closing Indebtedness under the Credit Agreement (the “Debt Payoff Letters”) and make arrangements for the delivery of, subject to the receipt of the applicable payoff amounts, customary lien releases related to the Credit Agreement to Buyer as soon as practicable after the Closing.
Payoff Letters and Lien Releases. At least three (3) Business Days prior to the anticipated Closing (or such shorter period of time as the Parent may reasonably agree), the Member will deliver to Parent a customary payoff letter or letters (collectively, the “Payoff Letters”) executed by or on behalf of the lenders of the Indebtedness described in clause (a) herein, which letter(s) will set forth (a) the total amount of cash and shares of Holdco Common Stock required to be paid at the Effective Time (i) pursuant to the Settlement Agreement and (ii) to satisfy in full the repayment of all Indebtedness under the Credit Agreement (including any applicable Interim Debt Financing (other than Interim Debt Financing covered by the Settlement Agreement)) and, in each case, if any, all prepayment penalties, premiums and breakage costs that become payable upon such repayment in accordance with the Credit Agreement and the Settlement Agreement, as applicable (the “Payoff Amounts”), (b) upon receipt of the Payoff Amounts, the lenders’ obligation to release all liens and other security securing the Indebtedness described in clause (a) (including, in respect of the Indebtedness covered by the Settlement Agreement, prior to the Closing), and to terminate the other agreements contemplated thereby with respect to the Company and its Subsidiaries, and (c) wire transfer and stock issuance instructions for paying the applicable Payoff Amount.
Payoff Letters and Lien Releases. Payoff letters for each instrument of Indebtedness of any of the Target Companies from the obligees thereunder setting forth the amounts necessary to pay off all Indebtedness under such instrument as of the Closing Date along with the per diem interest amount with respect thereto and otherwise in form and substance reasonably satisfactory to the Purchaser, and evidence reasonably satisfactory to the Purchaser of the release of all Liens held against the property of the Target Companies upon the payoff of such Indebtedness.
Payoff Letters and Lien Releases. Purchaser shall have received payoff letters issued by all Persons who, as of the Closing Date, have a security interest in the assets of either Company or any Subsidiary thereof, and evidence reasonably satisfactory to Purchaser of the release of all Liens on such assets.
Payoff Letters and Lien Releases. Payoff letter(s), if any, or other evidence relating to the payment of all Indebtedness and Transaction Expenses payable to third-parties, as contemplated herein, which were delivered prior to the Closing Date, and evidence of releases of all liens or encumbrances related to the assets and properties of the Company, if any.
