Payoff Letters and Releases. Acquiror Company shall have delivered to the Company such pay-off letters and releases relating to liabilities of Acquiror Company as the Company shall request, in form and substance satisfactory to the Company, including, but not limited to: (i) any agreement with any third parties under which Acquiror Company has a payment obligation (whether in cash or in kind); (ii) any notes payable of Acquiror Company as at the Closing Date; and (iii) any auditor, transfer agent and Xxxxx xxxxx invoices.
Payoff Letters and Releases. CYIX shall have delivered to Goldenway such payoff letters and releases relating to liabilities of CYIX as Goldenway shall request, in form and substance satisfactory to Goldenway.
Payoff Letters and Releases. Gotham shall deliver to Oxys such pay-off letters and releases relating to liabilities of Gotham as Oxys shall request, in form and substance satisfactory to Oxys, so that on the Closing Date Gotham will have no liabilities other than the assumed liabilities listed in Schedule 5.1(i).
Payoff Letters and Releases. Seller shall have provided payoff --------------------------- letters from lenders and lessors of all Indebtedness to be discharged pursuant to Section 6.21 and obtained releases of all Liens relating to the Acquired Assets.
Payoff Letters and Releases. Deerfield shall have delivered to Leading Asia such pay-off letters and releases relating to liabilities of Deerfield as Leading Asia shall request, in form and substance satisfactory to Leading Asia, including, but not limited to: (i) any agreement with any third parties under which Deerfield has a payment obligation (whether in cash or in kind); (ii) any notes payable of Deerfield as at the Closing Date; and (iii) any auditor, transfer agent and Xxxxx xxxxx invoices.
Payoff Letters and Releases. Shell Company shall have delivered to Oriental and the Oriental Shareholders such pay-off letters and releases relating to liabilities of Shell Company as Oriental or the Oriental Shareholders shall request, in form and substance satisfactory to Oriental and the Oriental Shareholders.
Payoff Letters and Releases. UAS shall have delivered to Duke the following pay-off letters and releases relating to liabilities of UAS as Duke, in form and substance satisfactory to Duke: (i) releases from each of Xxxxx X. Xxxxxx, Xxxxxxxxxxx Xxxxx and Xxxxx Xxxxxx to UAS for the payment of accrued salary through the Closing Date; and (ii) a payoff letter from Xxxxxxxxxx Law Group to UAS for the payment of their fees and expenses through the Closing Date. As of the Closing Date, UAS will have not outstanding liabilities that have not been fully satisfied or for which it has not provided for in cash to Duke for its satisfaction of such obligations, other than the UAS Convertible Debt in the aggregate amount of $400,000 as of the Closing Date. UAS shall also deliver to Duke a release and waiver of the registration rights of Alpha Capital Anstalt granted in respect of its UAS Convertible Debt, including the authorization to withdraw all shares of common stock of the Company underlying any registration statement filed with the SEC in respect of any underlying registration rights, with all such remaining UAS Convertible Debt being afforded registration rights for the underlying shares into which they may be converted as outlined in the Registration Rights Agreement.
Payoff Letters and Releases. Hutech BVI shall have delivered to Hutech HK such payoff letters and releases relating to liabilities of Hutech BVI as Hutech HK shall request, in form and substance satisfactory to Hutech HK.
Payoff Letters and Releases. Acquisition Corp. shall have delivered to Xxxxx Xxxxx such pay-off letters and releases relating to liabilities of Acquisition Corp. as Xxxxx Xxxxx shall request, in form and substance satisfactory to Xxxxx Xxxxx.
Payoff Letters and Releases. The Sellers shall have provided to --------------------------- the Purchaser payoff letters with respect to all Indebtedness of the Sellers relating to any of the Acquired Assets and obtained releases of all Liens, including appropriate UCC termination statements, against the Acquired Assets, all on terms reasonably satisfactory to the Purchaser.
