Common use of Payoff of Indebtedness Clause in Contracts

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.