Payoff of Indebtedness. At least two (2) days prior to the Closing Date, the Seller Representative shall have obtained and delivered to the Buyer (a) payoff letters (“Payoff Letters”) relating to the repayment at the Closing of all Indebtedness of the Company Group (other than the Company Group GP Entities) of the type described in clause (i) of the definition of Indebtedness and the release of all Liens in connection therewith on the Closing Date and (b) wire instructions related to the payment at Closing of all Transaction Expenses (the “Transaction Expenses Wire Instructions”) and copies of final invoices from each such payee acknowledging the invoiced amounts as full and final payment for all services; provided, however, that in no event shall this Section 13.6 require the Seller Representative, any Seller or any member of the Company Group to cause the termination of any Contract relating to Indebtedness other than as part of the Closing.
Payoff of Indebtedness. To the extent applicable, all outstanding Indebtedness not permitted hereby of the Borrower and its Subsidiaries, including the Refinanced Debt, together with all accrued and unpaid interest and related fees, costs and expenses, shall be indefeasibly paid in full, and the Administrative Agent shall have received executed payoff letters, in form and substance reasonably satisfactory to the Administrative Agent, evidencing such indefeasible payment in full (and irrevocable termination) of such outstanding Indebtedness (including the Refinanced Debt) and the termination and release of all guarantees and Liens, if any, in connection therewith.
Payoff of Indebtedness. The Company shall, prior to the Closing, obtain from each lender and for each Indebtedness amount set forth on Section 6.13 of the Company Disclosure Schedule, if required by the terms of the definitive agreements relating thereto, the written consent of the applicable lender or creditor to the Merger in a form reasonably satisfactory to Parent. In the event that the applicable Indebtedness amount is paid in full prior to the Closing, the Company shall take all actions necessary such that (i) XXX-0, XXX-0 or other similar termination statements, as applicable, have been filed with respect to each of the UCC-1 financing or other similar statements filed in order to perfect security interests in assets of the Company or its Subsidiaries that have not yet expired, including those secured by the applicable Indebtedness amount, and (ii) all Encumbrances on assets of the Company or its Subsidiaries shall be released prior to or simultaneously with the Closing.]
Payoff of Indebtedness. No fewer than three (3) Business Days prior to the Closing Date, the Company will deliver to Parent a draft payoff letter relating to the repayment of any indebtedness of the Company and each other Acquired Company then outstanding (including principal, interest, fees, expenses and other amounts payable) under the Loan and Security Agreement by and between the Company and Silicon Valley Bank, and, unless otherwise directed by Parent in writing no fewer than three (3) Business Days prior to the Closing Date, (a) immediately prior to the Closing the Company will cause the foregoing payoff letter to be duly executed and delivered to Parent and (b) Purchaser will repay, or cause to be repaid, for the account of the Company and each other Acquired Company, by wire transfer of immediately available funds, all such amounts owed under the foregoing credit agreement, as directed by the administrative agent thereunder, and terminate any liens and guarantees with respect to such indebtedness.
Payoff of Indebtedness. The Company shall (i) use commercially reasonable efforts to deliver to Parent, at least three Business Days prior to the Closing Date, copies (or drafts) of customary payoff letters in form and substance reasonably satisfactory to Parent from the administrative agent under the Credit Agreement and (ii) deliver to Parent, on or prior to the Closing Date, copies of such payoff letters duly executed by the administrative agent under the Credit Agreement.
Payoff of Indebtedness. At the Closing, Buyer and Sellers agree that a portion of the Cash Closing Amount shall be applied to repay and discharge in full the Indebtedness as contemplated by Section 3.2(a), and as evidenced by a funds flow memorandum delivered by Sellers to Buyer at least five (5) business days prior to the Closing in form and substance satisfactory to Buyer.
Payoff of Indebtedness. (a) The Purchaser undertakes to satisfy all obligations for indebtedness of the Company or its subsidiaries which become due on or after the Closing Date including without limitation any obligation to repay the revolving credit facility of the Company and/or its subsidiaries or for the purchase of the 2010 Notes, 2012 Notes and 2014 Notes in accordance with and within the time limits set out in the terms of such notes.
(b) The Purchaser shall use reasonable endeavours to procure by the Closing Date or, to the extent not done by the Closing Date, within 30 days thereafter or to the extent not done within such period, as soon as reasonably practicable thereafter, the release of the Seller or any member of the Seller's Group from any securities, guarantees or indemnities given by or binding upon the Seller or any member of the Seller's Group or any person connected with any of them in respect of any liability of the Group. Pending such release the Purchaser shall indemnify the Seller and any member of the Seller's Group and any person connected with any of them against all amounts paid by any of them pursuant to any such securities, guarantees and indemnities in respect of such liability of the Group.
Payoff of Indebtedness. On the Effective Date, GSE shall repay the indebtedness set forth on Schedule 1.11 pursuant to the Payoff Letters.
Payoff of Indebtedness. Seller shall have satisfied all outstanding indebtedness relating to any Liens imposed on the Purchased Assets.
Payoff of Indebtedness. At the Closing, the Purchaser shall repay, or cause to be repaid, on behalf of the Target Companies, all obligations in respect of all Funded Indebtedness of the Target Companies set forth in the Estimated Closing Statement by wire transfer of immediately available funds as directed by the holders of such Indebtedness, and S/T Group shall deliver to the Purchaser all appropriate payoff letters and make arrangements to deliver UCC-3 termination statements or similar documents evidencing the termination of all Liens of the assets of the Target Companies held by the lenders of such Indebtedness.
