Payoff Letters; Lien Releases. The Borrower shall have delivered or caused to be delivered to the Lender payoff and release letters signed by each of the Existing Lenders (or, in the case of the Laurus group of Existing Lenders, their administrative and collateral agent), in form and substance satisfactory to the Lender, (a) confirming the amounts required to be paid to the Existing Lenders on the Closing Date in order to pay all of the Borrower’s and its Subsidiaries’ obligations to the Existing Lenders and redeem (or effect a third-party purchase of) all warrants issued by the Borrower to the existing Lenders, (b) affirming that, upon receipt of such amounts on the Closing Date, all Liens, encumbrances and security interests held by the Existing Lenders shall be terminated and released, and all collateral shall be released and retuned to the Borrower and its Subsidiaries, and (c) authorizing the filing, upon receipt of such amount on the Closing Date, of mortgage releases and termination statements in respect of all Lien filings against the Borrower and its Subsidiaries in respect of such Liens, encumbrances and security interests of the Existing Lender. The Borrower shall pay such amounts to the Existing Lenders on the Closing Date out of the proceeds of the initial Loans.
Payoff Letters; Lien Releases. The Company (a) shall have delivered at least three (3) Business Days prior to the Closing Date to Parent (i) payoff letters executed by the holders of Indebtedness described on Section 5.19(a)(i) of the Company Disclosure Schedule, and (ii) to the extent requested by Parent, termination statements executed by capital providers described on Section 5.19(a)(ii) of the Company Disclosure Schedule, in each case, in form and substance reasonably satisfactory to Parent (the “Payoff Letters”), together with any UCC authorizations or other Lien releases and terminations, each in form and substance reasonably satisfactory to Parent, to evidence the full repayment and satisfaction of such Indebtedness or return of capital, as applicable, (in each case, subject to any liabilities that survive by their express terms) and discharge and termination of associated Liens (if any), and shall cooperate in making arrangements reasonably satisfactory to Parent for such holders of Indebtedness or such providers of capital to deliver all related Lien and guaranty releases to Parent on or prior to the Closing Date, and shall deliver all notices of full termination and prepayment, as applicable, when and as required by the definitive documentation governing Indebtedness or investment of capital as described on Section 5.19(a) of the Company Disclosure Schedule in order to facilitate the partial or full repayment and satisfaction of such Indebtedness or capital, as applicable (in each case, subject to any liabilities that survive by their express terms) on or prior to the Closing Date; (b) shall deliver all notices of capital reduction when and as required by the definitive documentation described on Section 5.19(a) of the Company Disclosure Schedule in order to facilitate repayment of capital on the Closing Date; and (c) shall use reasonable best efforts to obtain the Lien releases set forth in Section 5.19 (c) of the Company Disclosure Schedule on or prior to the Closing Date.
Payoff Letters; Lien Releases. At least five (5) Business Days prior to the Closing Date, Company shall deliver to Parent executed prepayment notices (to the extent the agreements underlying such Indebtedness require such notice) and at least two (2) Business Days prior to the Closing Date, Company shall deliver to Parent payoff letters in respect of each holder of Indebtedness reasonably satisfactory to Parent with respect to the payment of the “payoff amount” specified therein and the release of the Liens relating thereto (“Payoff Letters”). The Payoff Letters shall (a) correctly specify the amounts, including any applicable premiums, fees, costs and expenses, necessary to repay such Indebtedness and completely discharge the obligations of Company with respect to such Indebtedness and (b) release, terminate and discharge any Liens (other than Permitted Liens) on any assets or properties of Company relating to such Indebtedness and any guarantees thereof. Parent and its representatives shall be permitted a reasonable period of time to review and comment on the drafts and execution versions of all such payoff, release, termination, and discharge documentation.
Payoff Letters; Lien Releases. At least two Business Days prior to the Closing Date, (a) an authorized officer of the Companies shall deliver to Buyers the pay-off letters in form reasonably satisfactory to Buyers to be executed at or prior to the Closing by the lenders of all of the Indebtedness of the Companies, including, without limitation, as set forth on Schedule 3.2, which shall include an undertaking by such lenders to discharge, terminate and release in full at the Closing any Lien securing such Indebtedness (such letters, the "Payoff Letters"), and (b) the Company Parties shall have made arrangements satisfactory to Buyers for the full and final payment and satisfaction of all Indebtedness set forth on Schedule 3.2 and the release of Liens securing such Indebtedness. Notwithstanding the foregoing, the Companies shall not pay-off or terminate the Irrevocable Standby Letter of Credit No. CTCS-965184, issued in favor of Texas Mutual Insurance Company unless otherwise agreed to by the parties prior to the Closing.
Payoff Letters; Lien Releases. Buyer shall have received payoff letters and/or lien releases, as applicable, in a form reasonably satisfactory to Buyer, with respect to the payoff amounts under (i) the Companies' credit facility with Comerica Bank and (ii) the loan from the City of Calexico. Such documentation shall indicate that the Liens relating to such debt shall be discharged at or immediately after payment of the Bianchi Purchase Price.
Payoff Letters; Lien Releases. Duly executed payoff letters and UCC-3 termination statements and other terminations, pay-offs and/or releases (in each case, in a form reasonably satisfactory to Buyer) evidencing the complete satisfaction in full of all outstanding Indebtedness for borrowed money of the Companies (other than the Advance, but including for the avoidance of doubt, the Notes) and the release of all Liens (other than Permitted Liens) relating thereto (collectively, the “Payoff Letters”);
Payoff Letters; Lien Releases. Parent and Mxxxxx Sub have received duly executed payoff letters and UCC-3 termination statements and other terminations, payoffs or releases (including Company-Owned Intellectual Property Rights security interest releases in form and substance necessary for recordation in the United States Patent and Trademark Office, United States Copyright Office, or any other similar domestic or foreign office, department, or agency) (in each case, in a form reasonably satisfactory to Parent) evidencing the complete satisfaction in full of the outstanding Indebtedness of the Company and its Subsidiaries set forth on Section 8.2(e) of the Company Disclosure Letter and the release of all Liens relating thereto.
Payoff Letters; Lien Releases. Payoff letters or other evidence of payoff amounts in form and substance reasonably acceptable to Administrative Agent relating to the payoff of the Existing Credit Agreement and the release of any Liens other than Permitted Liens.
Payoff Letters; Lien Releases. Sellers shall deliver to Purchaser prior to the Closing fully executed payoff letters (the “Payoff Letters”) with respect to the Closing Indebtedness set forth on Section 5.05(d) of the Disclosure Schedule (the “Paid-Off Closing Indebtedness”), along with customary Lien release letters and other documentation (as applicable) with respect to all Closing Indebtedness which is secured by any Lien, guarantee or other obligation on any property or assets of any Acquired Company that shall provide for the automatic release and discharge of all Liens, guarantees and other obligations of the Acquired Companies with respect to such Closing Indebtedness and the documents related thereto upon consummation of the Closing, including (a) the release of each of the Acquired Companies from all covenants, agreements, liabilities and obligations with respect to such Closing Indebtedness, including expressly being released as a guarantor with respect thereto, (b) the release of related security interests in the assets of, and equity interests in, the Acquired Companies and authorizing the filing or delivery at or, with the consent of Purchaser (not to be unreasonably withheld with respect to any non-material Paid-Off Closing Indebtedness), as promptly as practical, and in any event, within two days following the Closing by Purchaser or the Acquired Companies (or their respective designees) of UCC-3 termination statements and other required termination statements or notices (including, without limitation, as applicable intellectual property security interest termination, deposit account control agreement terminations and collateral access agreement terminations) and (c) the delivery immediately upon consummation of the Closing of any possessory collateral held by lender or other Person to whom such Indebtedness is owed to Purchaser (or its designee) to effect the release and termination of such Liens (collectively, the “Lien Releases”).
Payoff Letters; Lien Releases. The Administrative Agent shall have received pay-off and lien release letters from secured creditors of the Loan Parties, setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Loan Parties) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements, releases of mortgages, deeds of trust, and assignments of leases and/or rents, releases of intellectual property and any other lien release instruments necessary to release Liens on the assets of the Loan Parties, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent;
