Common use of Payoff of Indebtedness Clause in Contracts

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) UCC-2, UCC-3 or other similar termination statements, as applicable, h▇▇▇ ▇▇▇▇ ▇▇▇ed 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.]

Appears in 1 contract

Sources: Merger Agreement (Remark Media, Inc.)

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) UCC-2, UCC-3 or other similar termination statements, as applicable, h▇▇▇ ▇▇▇▇ ▇▇▇ed 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.]

Appears in 1 contract

Sources: Merger Agreement (Remark Media, Inc.)

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) UCC-2▇▇▇-▇, UCC-3 ▇▇▇-▇ or other similar termination statements, as applicable, h▇▇▇ ▇▇▇▇ ▇▇▇ed 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.]

Appears in 1 contract

Sources: Merger Agreement (Banks.com, Inc.)