Common use of Release of Encumbrances Clause in Contracts

Release of Encumbrances. On or prior to the Closing, Seller shall (a) take all actions necessary to extinguish or cause to be extinguished, as the case may be, all Encumbrances on the Purchased Assets and the Purchased Product Inventory, excluding Permitted Encumbrances, but including all Encumbrances on the Purchased Assets and the Purchased Product Inventory arising in connection with any debt financing, in each case on terms reasonably satisfactory to Purchaser; and (b) file in the appropriate jurisdictions termination statements of Uniform Commercial Code financing statements (or equivalent filings in jurisdictions outside the United States) that have been filed by the holders of such Encumbrances with respect to Seller or any of the Purchased Assets or the Purchased Product Inventory, to Purchaser’s reasonable satisfaction. In the event that, after the Closing, any such lienholder asserts any Encumbrance or security interest in the Purchased Assets or the Purchased Product Inventory, Seller shall, upon written request from Purchasers, take all actions necessary to obtain a release from such lienholder of all such Encumbrances or security interests.

Release of Encumbrances. On or prior to the Closing, Seller shall (a) take all actions necessary to extinguish or cause to be extinguished, as the case may be, all Encumbrances on the Purchased Assets and the Purchased Product Inventory, excluding Permitted Encumbrances, but including all Encumbrances on the Purchased Assets and Assets, the Purchased Product Inventory and Registered Intellectual Property arising in connection with any debt financingthe Financing Documents, in each case on terms reasonably satisfactory to Purchaser; and (b) file in the appropriate jurisdictions termination statements of Uniform Commercial Code financing statements (or equivalent filings in jurisdictions outside the United States) that have been filed by the holders of such Encumbrances with respect to Seller or any of the Purchased Assets or the Purchased Product Inventory, to Purchaser’s Buyers’ reasonable satisfaction. In the event that, after the Closing, any such lienholder asserts any Encumbrance or security interest in the Purchased Assets Assets, the Product Inventory or the Purchased Product InventoryRegistered Intellectual Property, Seller shall, upon written request from PurchasersBuyers, take all actions necessary to obtain a release from such lienholder of all such Encumbrances or security interests.

Release of Encumbrances. On or prior to the Closing, the Seller Parties shall (a) take all actions necessary to extinguish or cause to be extinguished, as the case may be, all Encumbrances on the Purchased Assets and the Purchased Product InventoryAssets, excluding Permitted Encumbrances, but including all Encumbrances on the Purchased Assets and the Purchased Product Inventory arising in connection with any debt financingfinancing (which, for the avoidance of doubt, shall include the payoff of all outstanding bank debt of Seller as set forth on Section 6.12 of the Seller Disclosure Schedule), in each case on terms reasonably satisfactory to Purchaser; and (b) file in the appropriate jurisdictions termination statements of Uniform Commercial Code financing statements (or equivalent filings in jurisdictions outside the United States) that have been filed by the holders of such Encumbrances with respect to the Seller Parties or any of the Purchased Assets or the Purchased Product InventoryAssets, to Purchaser’s reasonable satisfaction. In the event that, after the Closing, any such lienholder asserts any Encumbrance or security interest in the Purchased Assets or Assets, the Purchased Product Inventory, Seller Parties shall, upon written request from Purchasers, take all actions necessary to obtain a release from such lienholder of all such Encumbrances or security interests.