Each Pay-Off Letter shall have been executed and delivered to Purchaser in accordance with Section 3.3 , and shall be in full force and effect as of the Closing and in form and substance reasonably satisfactory to Purchaser. Purchaser shall have received affirmative releases, in form and substance satisfactory to Purchaser, of any Liens on the Equity Interests or the assets and properties of the Company, except for the lien of VOIP as stated herein.