Repaid Indebtedness. At the Closing, the Buyer Parties shall, on behalf of the Company Group, pay, or cause to be paid, all amounts specified in the Payoff Letters (as defined below) to fully discharge the then-outstanding balance of all third-party Indebtedness under the Contracts set forth on Section 6.19 of the Company Disclosure Letter (such Indebtedness (other than, in the case of the Indebtedness under the Company Credit Agreement, any obligations which, by their express terms, are to survive the termination of the Company Credit Agreement), the “Repaid Indebtedness”), by wire transfer of immediately available funds to the account(s) designated by the holders (or an agent on behalf of all holders) of such Repaid Indebtedness as set forth in payoff letters with respect to such Repaid Indebtedness, which such letters shall set forth the aggregate amounts required to satisfy in full all such Repaid Indebtedness as of the Closing Date and include (as attachments thereto) customary lien release documents evidencing release and termination of all security interests in respect thereof and indicating that Parent is authorized to file and deliver all such documents and that the holders of such Repaid Indebtedness (or an agent on behalf of all holders) shall make arrangements to return all possessory and original collateral (if any), in each case and to the extent reasonably practicable, on the Closing Date or promptly thereafter (subject to receipt by the holders of such Repaid Indebtedness of the applicable payoff amounts), which payoff letters shall otherwise be in a customary form (collectively, the “Payoff Letters”) and the Company shall use reasonable best efforts to deliver, or cause to be delivered, such Payoff Letters to the Buyer Parties prior to the Closing (with available drafts being delivered in advance as reasonably available to the Company Group). The Buyer Parties shall reasonably cooperate with the Company’s efforts under this Section 6.19.
Repaid Indebtedness. Deliver or cause to be delivered, on behalf of the Company and the Sellers, an aggregate amount equal to the Repaid Indebtedness, if any, specified for the lender(s) thereof in the Payoff Amount specified for such lender(s) in the Funds Flow, in accordance with the Payoff Letters, by wire transfer of immediately available funds, to the account(s) and using the payment instructions set forth on the Funds Flow;
Repaid Indebtedness. At the Closing, the Buyer Parties shall, on behalf of the Company Group, effect or cause to be effected, payment and, if applicable, cash collateralization, of all amounts specified in the Payoff Letters (as defined below) to fully discharge the then- outstanding obligations under all third-party Indebtedness under the Contracts set forth on Section 6.20 of the Company Disclosure Letter (other than (a) any contingent indemnification obligations as to which no claim has been asserted and (b) any other obligations which, by their terms, are to survive the termination of any such Contract) (such Indebtedness, collectively, the “Repaid Indebtedness”), in accordance with the payoff letters with respect to such Repaid Indebtedness; each such payoff letter shall be in form and substance reasonably satisfactory to Parent and shall (A) set forth the aggregate amounts required to satisfy in full all of the corresponding Repaid Indebtedness (including any principal, interest, fees or penalties outstanding or accrued thereunder and incremental per diem increases in respect thereof to account for any delays as to the Closing as of the date of each such Payoff Letter) and, as applicable, (B) provide that, upon receipt of such specified amount, all Liens (and any guarantees) granted in connection therewith relating to the assets, rights and properties of the Company Group securing such Repaid Indebtedness (and any other obligations secured thereby) shall be released and terminated (such payoff letters, collectively, the “Payoff Letters”). The Company shall deliver, or cause to be delivered, the 83 Payoff Letters to Parent not less than two (2) Business Days prior to the Closing Date. The Buyer Parties shall reasonably cooperate with the Company’s efforts under this Section 6.20. 6.21
Repaid Indebtedness. The term “Repaid Indebtedness” shall mean any and all Funded Indebtedness that is not Assumed Indebtedness.
Repaid Indebtedness. All Repaid Indebtedness, for which any officer of the Company has provided a personal guarantee, shall be paid in full by Purchaser within fifteen (15) days of Closing, and each such guarantor shall be provided with evidence of the full and final release and discharge of any obligations with respect to any such Repaid Indebtedness.
Repaid Indebtedness. (a) Prior to the Closing, Shift shall expend its reasonable best efforts to timely obtain payoff letters with respect to the items of Indebtedness set forth on Section 3.2(a) of the Disclosure Schedules (the “Repaid Indebtedness”). In connection with the Closing, Parent shall make or cause to be made the payments referenced in the applicable payoff letters with respect to the Repaid Indebtedness on the Closing Date in order to discharge the Repaid Indebtedness covered thereby.
Repaid Indebtedness. With respect to the Company Indebtedness set forth on Schedule 2.4 (the “Repaid Indebtedness”), the Company shall obtain an executed payoff and lien release letter (each, a “Payoff Letter”) in a form reasonably satisfactory to Buyer from the applicable lender or creditor, which Payoff Letters may include: (a) the balance required to pay off all obligations arising in connection with such Company Indebtedness in whole as of the Closing (including outstanding principal, all accrued and unpaid interest, prepayment penalties or interest and the per-diem interest amount (such amount through and including the Closing Date, the “Payoff Amounts”)); (b) a statement from each secured creditor that upon payment of the applicable Payoff Amount, any related Lien or security interests in the assets of the Company shall immediately be released; and (c) wiring instructions for the payment of the Payoff Amounts at the Closing.
Repaid Indebtedness. With respect to the Closing Date Indebtedness set forth on Schedule 5.7 (the “Repaid Indebtedness”), the Company has obtained an executed payoff letter (each, a “Payoff Letter”) in form and substance reasonably satisfactory to the Purchaser from the applicable lender or creditor, each of which Payoff Letters includes: (a) the balance required to pay off all obligations arising in connection with such Indebtedness in whole as of the Closing (including outstanding principal, all accrued and unpaid interest, prepayment penalties or interest and the per-diem interest amount (such amounts through and including the Closing Date, the “Payoff Amounts”)); (b) a statement from each secured creditor that upon payment of the applicable Payoff Amount, any related Encumbrance or security interest in the Assets, the Transferred Shares or Equity Interests of the Company shall immediately be released; and (c) confirmations of the payments of the Payoff Amounts as of the Closing.
Repaid Indebtedness. It is contemplated by the Parties that, upon the Closing, all indebtedness of the Companies outstanding immediately prior to the Closing and expressly set forth on Schedule 1.4(b) will be fully repaid (the “Repaid Indebtedness“). To facilitate such repayment, no less than three (3) days prior to the Closing Date, the Sellers shall obtain payoff letters for all Repaid Indebtedness of the Companies, which payoff letters shall indicate the amount necessary to repay such creditors in full and that such creditors have agreed to release all Encumbrances in respect of such Repaid Indebtedness relating to the assets and properties of the Companies upon receipt of the amounts indicated in such payoff letters. Subject to the satisfaction of all of the conditions, covenants and obligations of the Sellers and the Companies to be satisfied prior to the Closing, in connection with the Closing, the Sellers and the Companies hereby instruct the Buyers to make the payments referenced in such payoff letters on the Closing Date to discharge the Indebtedness covered thereby.
Repaid Indebtedness. All Repaid Indebtedness, for which any officer of the Company has provided a personal guarantee, shall be paid in full by Purchaser or the Surviving Corporation within ten (10) days of Closing, and each such guarantor shall be provided with evidence of the full and final release and discharge of any obligations with respect to any such Repaid Indebtedness. Each such guarantor shall be entitled to enforce this Section 7.9 as a third party beneficiary, and Purchaser and Surviving Corporation severally agree to indemnify each such person with respect to any cost, damage or loss suffered or incurred as a result of any breach hereof.
