Common use of Closing Debt Clause in Contracts

Closing Debt. No less than two (2) business days prior to the Closing Date, Sellers shall cause Company to deliver to Buyer (i) a notice (the “Closing Company Indebtedness Notice”) setting forth Company’s good faith estimate of the aggregate amount of Company Indebtedness to be outstanding as of the Closing (the “Closing Company Indebtedness”) and (ii) draft payoff letters relating to the repayment of the Closing Company Indebtedness, including customary contingent Lien release and commitment termination language, in each case reasonably satisfactory to Buyer (the “Payoff Letters”). On the Closing Date, (x) immediately prior to the Closing, Sellers shall cause Company to cause the Payoff Letters to be duly executed and delivered to Buyer and (y) simultaneously with the Closing, Sellers shall repay, by wire transfer of immediately available funds, all Closing Company Indebtedness, and terminate all Liens securing such Company Indebtedness.