FR EA

Contract analysis

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Contract analysis / granton-payoff-letter.docx
granton-payoff-letter.docx
1001-00007 · 10 clauses
High · 3 Medium · 4 Standard · 2
1. Outstanding Indebtedness and Payoff Amount Standard
⚑ Commercial term
1. Outstanding Indebtedness and Payoff Amount In connection with the acquisition of MedVance by the Purchaser, Granton hereby confirms the total amounts outstanding under the Existing Credit Agreement as of the close of business on April 18, 2025 (the "Payoff Date"), as follows: The Total Payoff Amount of Forty-One Million Three Hundred Thousand Dollars ($41,300,000.00) (the "Total Payoff Amount") represents the aggr
2. Wire Transfer Instructions Medium
⚑ Assignment / subcontracting
2. Wire Transfer Instructions The Total Payoff Amount (together with any applicable Per Diem Amounts) shall be remitted to Granton by wire transfer of immediately available federal funds in accordance with the following irrevocable wire transfer instructions: Bank Name: Granton Savings Bank, N.A. ABA Routing Number: 064009876 Account Name: Granton Savings Bank, N.A. — Loan Payoff Account Account Number: 7851-4420-336
3. Identification of Loan Documents Medium
⚑ Forum / governing law
3. Identification of Loan Documents The following is a complete list of the Existing Credit Agreement and all related loan documents, instruments, and agreements securing or otherwise relating to the indebtedness being repaid pursuant to this Payoff Letter (collectively, together with all amendments, supplements, restatements, and ancillary documents related thereto, the "Existing Loan Documents"): (a) Credit Agreeme
4. Release of Liens and Security Interests High
⚑ Indemnity / guarantee obligation
4. Release of Liens and Security Interests Upon receipt in full of the Total Payoff Amount (together with any applicable Per Diem Amounts) in immediately available collected funds on or before the Payoff Date (or, if the payoff occurs after the Payoff Date, together with all accrued Per Diem Amounts through the date of receipt), Granton irrevocably and unconditionally agrees to the following: (a) Release and Terminat
5. Termination of Commitments High
⚑ Indemnity / guarantee obligation
5. Termination of Commitments Upon receipt in full of the Total Payoff Amount (together with any applicable Per Diem Amounts) in immediately available collected funds, all commitments of Granton to extend credit to MedVance under the Existing Credit Agreement, including all commitments under the term loan facility and the revolving credit facility (and any letters of credit sub-facility, swingline sub-facility, or ot
6. No Other Amounts Owing High
⚑ Penalty / liquidated damages
6. No Other Amounts Owing Granton hereby represents, warrants, and confirms that, other than the Total Payoff Amount set forth in Section 1 of this Payoff Letter (together with any applicable Per Diem Amounts accruing after the Payoff Date), there are no other amounts of any kind or nature owing by MedVance or any of its subsidiaries to Granton under or in connection with the Existing Loan Documents. Without limiting
7. No Default or Event of Default; Consent to Payoff Medium
⚑ Notice / time limit to track
7. No Default or Event of Default; Consent to Payoff Granton hereby confirms that, as of the date hereof and immediately prior to giving effect to the payoff of the indebtedness and the release of the liens contemplated by this Payoff Letter: (a) Granton is not aware of any uncured default or event of default (as such terms are defined in the Existing Credit Agreement) under the Existing Credit Agreement or any other
8. Irrevocability
8. Irrevocability This Payoff Letter constitutes the irrevocable instruction, direction, and agreement of Granton, and may not be revoked, amended, modified, supplemented, or waived without the prior written consent of each of MedVance, the Purchaser, and Calderwood & Harkness LLP. This Payoff Letter shall be binding upon Granton and its successors and assigns and shall inure to the benefit of MedVance, the Purchaser
9. Governing Law Medium
⚑ Forum / governing law
9. Governing Law This Payoff Letter shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to conflicts of law principles (whether of the State of Tennessee or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Tennessee.
10. Counterparts; Delivery Standard
⚑ Commercial term
10. Counterparts; Delivery This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter by facsimile transmission, electronic mail in portable document format (PDF), or other electronic imaging means shall be as effective as delivery of