Closing Date Indebtedness. On or prior to the Closing Date, Parent shall provide to Holdings and C&A Products a schedule listing total Indebtedness of the Bison Subsidiaries (after giving effect to the Restructuring and excluding intercompany accounts that have been settled prior to Closing), separated into the categories "a" through "g" contained in the definition of Indebtedness, as of the Closing Date.
Closing Date Indebtedness. As of the Closing Date, if all Investments of the Loan Parties and their respective Subsidiaries existing as of the Closing Date were made on the Closing Date, all such Investments would be permitted to be made under Section 7.02.
Closing Date Indebtedness. (a) Prior to the Effective Time, Diageo and General Mills shall agree in good faith on, and cooperate to implement, a plax xxx the incurrence (and prepayment) by Pillsbury of new third-party indebtedness in an amount equal to (i) $5.142 billion less (ii) the amount of aggregate outstanding indebtedness of the Business Entities as of the Closing Date (other than intercompany indebtedness owing to Diageo or one or more Continuing Affiliates, all of which intercompany indebtedness will be repaid and/or contributed to capital pursuant to paragraph (b) of this Section 5.15 and Section 5.6(a)). Pillsbury shall not enter into any new debt facilities or otherwise incur any indebtedness pursuant to this Section 5.15(a) without General Mills' consent to the amount and terms thereof, which consent will nox xx unreasonably withheld.
Closing Date Indebtedness. On or prior to the Closing Date, Seller and WIMC shall pay or release, or cause to be paid or released on behalf of the Transferred Companies, all the Closing Date Funded Indebtedness.
Closing Date Indebtedness. The Closing Date Indebtedness Schedule shall include entries for the total Indebtedness of the Company as of the Closing Date. As part of the Indebtedness Report, the Purchaser or its accountants shall verify the difference between the actual Indebtedness as of the Closing Date and $300,000 and recalculate the amount of any adjustment to be made to Cash Consideration pursuant to Section 2.9(b)(i).
Closing Date Indebtedness. (a) Prior to the Effective Time, Diageo and General Xxxxx shall agree in good faith on, and cooperate to implement, a plan for the incurrence (and prepayment) by Pillsbury of new third-party indebtedness in an amount equal to (i) $5.142 billion less (ii) the amount of aggregate outstanding indebtedness of the Business Entities as of the Closing Date (other than intercompany indebtedness owing to Diageo or one or more Continuing Affiliates, all of which intercompany indebtedness will be repaid and/or contributed to capital pursuant to paragraph (b) of this Section 5.15 and Section 5.6(a)). Pillsbury shall not enter into any new debt facilities or otherwise incur any indebtedness pursuant to this Section 5.15(a) without General Xxxxx' consent to the amount and terms thereof, which consent will not be unreasonably withheld. (b) Immediately prior to the Effective Time, Pillsbury will pay to Pillsbury Stockholder and/or another Continuing Affiliate all of the proceeds of the new third-party indebtedness incurred pursuant to paragraph (a) of this Section 5.15, either as a dividend or as a repayment of intercompany loans or payables, or a combination of dividend and repayment. Any intercompany loans or payables not repaid pursuant to this paragraph (b) will be contributed to capital at the Effective Time as contemplated by Section 5.6(a). Section 5.16.
Closing Date Indebtedness. Not fewer than three (3) Business Days prior to the anticipated Closing Date, the Company shall deliver to Parent the Company’s good faith estimate of all Closing Date Indebtedness as of the anticipated Closing Date pursuant to the instruments listed on Section 2.2(a) of the Company Disclosure Schedule (“Estimated Closing Indebtedness”), including the names of each Person to which such Indebtedness is owed (each, a “Pay-Off Lender”), the amounts owed to each Pay-Off Lender and payoff letters evidencing the aggregate amount of Indebtedness outstanding as of the Closing Date (including any interest accrued thereon and any prepayment or similar penalties and expenses associated with the prepayment of such Indebtedness on the Closing Date). Such payoff letters shall state that, if such aggregate amount so identified is paid in accordance with such payoff letters on the Closing Date, the Estimated Closing Indebtedness shall be repaid in full and that all Encumbrances shall be released. At the Closing, Parent, on behalf of the Company shall pay (or cause to be paid), by wire transfer of immediately available funds to such account or accounts as the Pay-Off Lenders specify, the amount of cash necessary to satisfy and extinguish in full the Estimated Closing Indebtedness as specified in the payoff letters.
Closing Date Indebtedness. The Buyer shall have paid the Closing Date Indebtedness in accordance with Sections 2.2(b).
Closing Date Indebtedness. 2.5(c) COBRA Coverage................................................8.4(b) Code..........................................................7.1(a) Company ......................................................
Closing Date Indebtedness. See Schedule 1.1(f) $451 million outstanding under the $520 million 364-day syndicated revolving credit facility between Terasen Pipelines (Corridor) Inc. (“Borrower”), The Toronto-Dominion Bank (“Administrative Agent”) and the other lenders party to the facility, which was entered into in April 2007. Schedule 10.2 Closing Date Liens None Schedule 10.5 Closing Date Investments Xxxxxx Xxxxxx, Inc.’s ownership of approximately 8.90% of the Common Units and 100% of the Class B Units of Xxxxxx Xxxxxx Energy Partners, X.X. Xxxxxx Xxxxxx X.X., Inc.’s ownership of 100% of the general partnership interests in Xxxxxx Xxxxxx Energy Partners, X.X. Xxxxxx Xxxxxx, Inc.’s ownership of approximately 15.53% of the limited liability company shares of Xxxxxx Xxxxxx Management, LLC. Kinder Xxxxxx X.X., Inc.’s ownership of 2 voting shares of Xxxxxx Xxxxxx Management, LLC. Express GP Amalco’s ownership of 33.33% of the shares of 6048935 Canada Inc. Express GP Amalco’s ownership of 33.33% of the shares of 1108437 Alberta Ltd. Cogeneration LLC’s ownership of 49% of the limited partnership interests and 1% of the general partnership interests in Thermo Cogeneration Partnership, L.P. Schedule 14.2
