Closing Indebtedness. After giving effect to the Transactions, the Surviving Pubco Indebtedness shall not exceed $210,000,000.
Closing Indebtedness. (i) If the Closing Indebtedness, as finally determined in accordance with this ARTICLE 2, is less than the Estimated Closing Indebtedness, then Buyer shall pay to each Seller an amount equal to such Seller’s Pro Rata Share of such difference in accordance with Section 2.4(e).
Closing Indebtedness. The Company shall, or shall cause its Subsidiaries to, deliver a notice of prepayment with respect to the loans and other extensions of credit outstanding under, a notice of termination of all commitments under, the Credit Agreement (in each case, contingent upon the occurrence of the Closing). The Company and its Subsidiaries shall use reasonable best efforts to obtain from the agent under the Credit Agreement at least one (1) Business Day prior to the Closing Date, and shall deliver to Parent on or prior to the Closing Date, an executed payoff letter (and a draft reasonably in advance thereof) with respect to the obligations under the Credit Agreement (the “Payoff Letter”), in form and substance customary for transactions of this type which Payoff Letter shall, among other things, include the payoff amount (and the daily accrual thereafter), and provide that Liens (and guarantees), if any, granted in connection with the Credit Agreement relating to the assets, rights and properties of the Company and its Subsidiaries securing such Indebtedness shall, upon the payment of the amount set forth in the Payoff Letter at the Closing, be automatically released and terminated. Parent shall be obligated to provide to the Company or its Subsidiaries the payoff amount required under the Payoff Letter substantially simultaneously with (and subject to the occurrence of) the Closing.
Closing Indebtedness. (a) To the extent reasonably requested by Parent, (i) the Company shall, or shall cause its Subsidiaries to, deliver all notices of prepayment with respect to the loans and other extensions of credit outstanding under, and/or notices of termination of all commitments to extend credit under, the Credit Agreement, (in each case, contingent upon the occurrence of the Closing). In addition, if reasonably requested by Parent, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain from the agent under the Credit Agreement prior to the Closing Date a payoff letter with respect to the obligations under the Credit Agreement (the “Payoff Letter”), in form and substance customary for transactions of this type which Payoff Letter shall, among other things, include the payoff amount (and the daily accrual thereafter) and provide that Liens (and guarantees), if any, granted in connection with the Credit Agreement relating to the assets, rights and properties of the Company and its Subsidiaries securing such Indebtedness shall, upon the payment of the amount set forth in the Payoff Letter at the Closing, be released and terminated (subject to delivery of funds as arranged by Parent and the filing of appropriate UCC-3 termination statements and other termination filings). To the extent that Parent makes any request pursuant to this Section 6.16, it is understood that the obligation to provide the payment or payoff amount required under the Payoff Letter shall be solely the obligation of Parent until after the Closing has occurred.
Closing Indebtedness. All of the Funded Indebtedness of the Brand Companies as of the Closing Date, if any, shall be repaid in full at Closing out of the Purchase Price in accordance with Section 3.02(a)(ii).
Closing Indebtedness. 2.4 Code.............................................................. 1.8 Company...........................................................
Closing Indebtedness. The Company shall prepare a schedule setting forth an itemized list of the Closing Indebtedness (the “Closing Indebtedness Annex”), in a manner consistent with Annex 2 attached hereto.
Closing Indebtedness. Each person entitled to receive payments of -------------------- Closing Indebtedness shall have executed and delivered to NetSelect and MSS instruments in form and substance reasonably satisfactory to counsel for MSS and NetSelect, evidencing receipt of full payment for the Closing Indebtedness owed to such person.
Closing Indebtedness. Seller has delivered to Brooklyn copies of payoff letters, releases, termination statements or other similar documentation releasing each member of the Company Group from all obligations with respect to Indebtedness and any Encumbrances identified in the schedule attached hereto as Exhibit F (the “Closing Indebtedness”), subject to payment in accordance with Section 2.3(a)(i). Seller acknowledges and agrees that upon the payment to Seller at Closing of the NoveCite Consideration and the Merger Consideration, each in accordance with the Consideration Spreadsheet, any and all Indebtedness of any member of the Company Group, including but not limited to any Indebtedness described in Schedule 3.23, to Seller shall be fully satisfied and discharged and that Seller shall have no further claims with respect thereto.
Closing Indebtedness. At the Closing, Buyer shall pay (or cause to be paid), by wire transfer of immediately available funds the Closing Indebtedness, if any, in accordance with the Pay-off Letters provided by the Company with respect to such Closing Indebtedness at least two (2) Business Days prior to the Closing Date.
