Payoff of Debt. All existing Debt of the Borrowers and their Subsidiaries, including, without limitation, Debt under the MoGas Credit Agreement, the CorEnergy Credit Agreement and the Mowood Loan Agreement, shall have been, or simultaneously with the initial Advances will be, paid off in full and any Liens securing such Debt shall be released and discharged, or shall have been continued under the terms of this Agreement, or if requested by the Administrative Agent, assigned to the Administrative Agent for the benefit of the Secured Parties, and the Administrative Agent shall have received a formal payoff letter from Regions Bank in its capacity as administrative agent under each of the MoGas Credit Agreement, the CorEnergy Credit Agreement and the Mowood Loan Agreement.
Payoff of Debt. Simultaneously with the Closing, Buyer agrees to payoff the Funded Debt and Line of Credit.
Payoff of Debt. Payoff of the third party debt of the Company listed on Schedule 10.2(g). The liens on the Company's assets and -------- personal guarantees of the Sellers shall be released upon those payoffs and Buyer shall provide evidence of the same to Sellers within 45 calendar days from the Closing Date.
Payoff of Debt. Any outstanding loan made by Seller to any of its directors, officers or employees shall have been repaid in full in accordance with the terms of such loans prior to the Closing Date and Seller shall have provided to Buyer evidence of such payoffs. Notwithstanding the foregoing, for any employees with loans to Seller with principal amounts outstanding of less than $60,000, Buyer shall reduce any and all amounts owing to such employees under this Agreement by the amounts owing to Seller and shall remit such amounts to Seller.
Payoff of Debt. Evidence of repayment in full of all indebtedness of the Additional Loan Parties listed on Exhibit D of the First Amendment (as defined below), the termination of all agreements relating thereto and the release of all Liens granted in connection therewith, with Uniform Commercial Code or other appropriate termination statements and documents effective to evidence the foregoing.
Payoff of Debt. Evidence satisfactory to the Lender that all Debt of the Borrower and the Guarantors, other than the Marshall Debt and other Debt permitted under Section 8.1 and xxxxxx xn the Disclosure Schedule, has been paid in full;
Payoff of Debt. At the Closing:
(i) the Company shall repay all of its Indebtedness outstanding immediately prior to the consummation of the Merger (collectively, the "US Debt Payoff");
(ii) ChipPAC Korea shall repay all of its Indebtedness outstanding immediately prior to the consummation of the Merger and all Indebtedness and Liabilities related to the items disclosed on Schedule 2.2(g)(ii) outstanding immediately prior to the consummation of the Merger (collectively, the "Korean Debt Payoff");
(iii) ChipPAC Shanghai shall repay all of its Indebtedness outstanding immediately prior to the consummation of the Merger and all Indebtedness and payables disclosed on Schedule 2.2(g)(iii) outstanding immediately prior to the consummation of the Merger (collectively, the "Chinese Debt Payoff");
(iv) all payables and other Liabilities (other than Liabilities created by this Agreement and the Ancillary Agreements) owed by HEI, HEA or any of their respective Affiliates (other than the Company, ChipPAC Korea or ChipPAC Shanghai) to the Company, ChipPAC Korea, ChipPAC Shanghai, ChipPAC BVI, ChipPAC Barbados or any other Subsidiary of the Company, whether or not reflected in the Balance Sheet, shall be canceled without payment, in full and complete satisfaction of such payables and Liabilities, and (to the extent not already paid pursuant to other provisions of this Agreement) all payables and other Liabilities (other than Liabilities created by this Agreement and the Ancillary Agreements) owed by the Company, ChipPAC Korea, ChipPAC Shanghai, ChipPAC BVI, ChipPAC Barbados or any other Subsidiary of the Company to HEI, HEA or any of their respective Affiliates shall be canceled without payment, in full and complete satisfaction of such payables and Liabilities, except that (A) the Company shall repay its payables and Liabilities set forth in Schedule 2.2(g)(iv) outstanding immediately prior to the consummation of the Merger (the "US Intercompany Payoff"), (B) ChipPAC BVI shall pay to HEI (such payment to be treated as a deduction from the gross Chinese Equity Sale Proceeds) the amount of the Intercompany Technical Fees and the Intercompany Interest outstanding as of the Closing Date, by delivery of checks in the amount thereof payable to HEI (it being agreed that such payments shall be deemed made on behalf of ChipPAC Shanghai and shall constitute full and complete satisfaction of the Intercompany Technical Fees and Intercompany Interest owed by ChipPAC Shanghai to HEI and that such c...
Payoff of Debt. Purchaser shall have received a payoff letter for the Company’s indebtedness to Bank of Hawaii in a form reasonably acceptable to Purchaser (which shall include a covenant by Bank of Hawaii to file all applicable UCC termination statements promptly after payoff), and all associated liens shall have been cancelled.
Payoff of Debt. Evidence satisfactory to the Lender that all Subordinated Debt and other Debt of the Borrowers and the Guarantors, other than the Mars Debt, has been paid in full;
Payoff of Debt. On the Closing Date, H/Cell shall pay the current outstanding balance pursuant to the certain Business Loan Agreements, each dated April 21, 2015 and May 10, 2017, by and between Wilmington Savings Fund Society, FSB (“WSFS”) and PVBJ (collectively, the “WSFS Debt”) and shall obtain from WSFS a payoff letter evidencing the full satisfaction of the WSFS Debt (“Payoff Letter”). The WSFS Debt shall be repaid by PVBJ to H/Cell with interest at a rate to be determined by H/Cell and PVBJ.
