Payoff Letters; Releases. Fully executed payoff letters (or other evidence of repayment) from all creditors being repaid (in whole or in part) in connection with the making of the initial Advances, along with appropriate Lien releases;
Payoff Letters; Releases. To the extent applicable, Agent shall have received payoff letters and releases from all Persons having a security interest or other interest in the Collateral (excluding Permitted Encumbrances), together with all UCC-3 and PPSA terminations or partial releases necessary to terminate each such Person's interest (other than Permitted Encumbrances) in the Collateral.
Payoff Letters; Releases. The Agent shall have received pay-off and lien release letters from secured creditors of each of the Target entities setting forth, among other things, the total amount of indebtedness outstanding and owing to such secured creditors and containing an undertaking to cause to be delivered to the Agent UCC termination statements, mortgage releases and any other lien release instruments necessary to release Liens on the assets of the Target entities, which pay-off and lien release letters shall be in form and substance acceptable to the Agent; and
Payoff Letters; Releases. The Company shall have obtained and delivered to Buyer payoff letters with respect to all Funded Indebtedness as of the Closing and releases of all Encumbrances securing Funded Indebtedness (which may only be conditioned upon payment by Buyer of the amount set forth in such payoff letters). The Company shall have obtained and delivered to Buyer releases of all other Encumbrances, other than Permitted Exceptions.
Payoff Letters; Releases. The Company shall have received or obtained (a) payoff letters relating to all Indebtedness of the Company set forth on Schedule 3.1(f)(vii) attached hereto and identified thereon as requiring a payoff letter and (b) releases from third parties of any and all Liens relating to property of the Company set forth on Schedule 3.1(f)(vii) attached hereto, all on terms reasonably satisfactory to the Buyer, other than the Indebtedness and Liens that Schedule 3.1(f)(vii) sets forth as not being satisfied in full prior to the Closing, which such Indebtedness and Liens shall continue with the Surviving Company;
Payoff Letters; Releases. The Company shall have received or obtained (i) payoff letters relating to all Existing Debt of the Company set forth on Schedule 3.1(f)(vii) attached hereto and identified thereon as requiring a payoff letter and (ii) releases from third parties of any and all Liens relating to property of the Company, all on terms reasonably satisfactory to the Buyer. Schedule 3.1(f)(vii) shall also set forth the Existing Debt and Liens of the Company that will not be satisfied in full prior to the Closing, thereby continuing with the Company post-Closing;
Payoff Letters; Releases. (a) At least two, but no more than five Business Days prior to the Closing Date, Sellers shall cause the Company to use commercially reasonable efforts to cause each payee of Expenses and Third-Party Debt, as the case may be, to deliver a Payoff Letter to the Company, copies of which shall be promptly delivered to Buyer.
(b) Sellers shall cause the Company to use its commercially reasonable efforts to obtain and deliver to Buyer at the Closing an executed Release from each Officer, each Director, each Manager and each officer, director and manager of Sellers and FrontStreet Partners LLC who has not delivered a Release prior to the Closing.
Payoff Letters; Releases. Duly executed payoff letters and other terminations, pay-offs or releases (in each case, in a form reasonably satisfactory to Acquiror and Seller and delivered to Acquiror for reasonable review and comment no later than five (5) Business Days prior to the anticipated Closing Date) evidencing the satisfaction in all outstanding Indebtedness of the Company Group and its Subsidiaries (other than Indebtedness amongst other members of the Company Group and its Subsidiaries (but excluding any entity that shall no longer be a Subsidiary of a member of the Company Group following the Closing)) and the release of all Encumbrances relating thereto (other than Permitted Encumbrances);
Payoff Letters; Releases. (a) At least two (2), but no more than five (5) Business Days prior to the Closing Date, Nexus shall cause the Nexus Companies to use all commercially reasonable efforts to cause each payee of Expenses and Third-Party Debt, as the case may be, to deliver a Payoff Letter to the Nexus Companies, copies of which shall be promptly delivered to Regency.
(b) Member and Nexus shall, and shall cause the other Nexus Companies to, use all commercially reasonable efforts to (i) obtain and deliver to Regency at the Closing an executed Release from each Officer, Director and Manager who has not delivered a Release prior to the Closing and (ii) cause each of Xxxxx Xxxxxxxx, Xxxx Xxxxxx and Xxxx Xxxxx and any other Officer, Director or Manager who has delivered a Release prior to the Closing to reaffirm such Release as of the Closing in accordance with the terms of such Release.
Payoff Letters; Releases. Except for Indebtedness identified on Schedule 3.1(i) that will remaining outstanding after the Closing, the Company shall have received or obtained (i) payoff letters relating to all Indebtedness of the Company set forth on Schedule 3.1(i) attached hereto and identified thereon as requiring a payoff letter and (ii) releases from third parties of any and all Liens other than Permitted Liens relating to property of the Company, all on terms reasonably satisfactory to the Buyer.
