Payment of Certain Liabilities. During the Pre-Closing Period, the Company shall use its best efforts to (A) extinguish all outstanding indebtedness of the Company and its Subsidiaries prior to the Closing, (B) cause all associated liens to be removed prior to the Closing, (C) pay, or cause to be paid, all of the Company Transaction Expenses and (D) pay all accounts payable of each of the Company and its Subsidiaries, in each case in accordance with applicable Law.
Payment of Certain Liabilities. As of the Effective Time, Parent shall cause all liabilities and obligations of Parent and of Acquisition Sub (including inter-company loans between Parent and any of its subsidiaries, legal, accounting and financial advisor fees), other than the Convertible Debentures, to be satisfied in full.
Payment of Certain Liabilities. (a) From time to time employees of Xxxxxxxx or Mascoma, or their respective Affiliates, may provide services to the Company (with respect to such services, the “Service Provider”) pursuant to and in accordance with the terms of a written agreement with the Company approved by the Board by a Required Vote (each, a “Service Agreement”). The value (as determined in accordance with the provisions of the applicable Service Agreement) of such services shall constitute a liability of the Company (a “Service Liability”) payable on the date set forth in such Service Agreement (the “Stated Payment Date”); provided, however, (i) that the Board, acting pursuant to a Required Vote, shall have the right, but not the obligation, to pay all or any portion of any Service Liability accrued prior to a Stated Payment Date at any time the Company has “Excess Cash” (as hereinafter defined), and (ii) notwithstanding anything to the contrary in any Service Agreement, all then outstanding Service Liabilities shall be immediately due and payable upon the occurrence of a “Trigger Date” (as hereinafter defined).
Payment of Certain Liabilities. 63 ARTICLE VI CONDITIONS.............................................. 63 6.1 Conditions Precedent to Obligations of the Buyer.................................................... 63 6.2 Conditions Precedent to Obligations of CCI and the Sellers.......................................... 65 ARTICLE VII SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION................... 66
Payment of Certain Liabilities. In the event that the Consideration shall be adjusted pursuant to Section 1.4(e) due to Liabilities in the form of accrued and unpaid dividends or interest, any obligation to pay the sum of such accrued and unpaid dividends or accrued interest, as the case may be, shall be assumed by the Surviving Corporation.
Payment of Certain Liabilities. Parent shall cause the Surviving Corporation to pay all of the Liabilities listed on the attached Exhibit C no later than 30 days after Closing.
Payment of Certain Liabilities. Seller and/or its affiliates shall (i) make all payments necessary to satisfy any amounts due and payable on the equipment leases and any other Liabilities of the Seller or its affiliates relating to the Acquired Assets set forth on Section 3(e) of the Disclosure Schedule, and (ii) satisfy in full all obligations included in Section 3(e) of the Disclosure Schedule within sixty (60) days of the Closing Date. In the event the Seller and/or its affiliates do not fully perform their obligations under this Section 8(l) within sixty (60) days of the Closing Date, the Buyer shall have no obligation to deliver to the Seller the Final Disbursement and the Escrow Shares under this Agreement, and shall have any other right or remedy available to the Buyer at law or in equity; provided, however, that, in addition to the foregoing, if the Seller does not perform its obligations under this Section 8(l) and the Buyer, therefore, has to assume the amounts and Liabilities set forth on Section 3(e) of the Disclosure Schedule, then, as liquidated damages for its failure to perform its obligations under this Section 8(l), the Seller shall deliver to the Buyer, within two (2) business days from the completion of the sixty (60) day period referred to above, a number of Lock-Up Shares so that the total of the Escrow Shares, the Final Disbursement and such number of Lock-Up Shares shall be, if multiplied by the Closing Price, equal to two (2) times the total amount of all amounts due and payable on the equipment leases and any other Liabilities of the Seller or its affiliates relating to the Acquired Assets set forth on Section 3(e) of the Disclosure Schedule.
Payment of Certain Liabilities. Prior to the Closing: (a) each Seller shall, and shall cause each of their respective Affiliates to, satisfy in full all outstanding amounts owing to each Acquired Company; and (b) the Company shall cause each Acquired Company to satisfy in full all outstanding amounts owing to Sellers or any of their respective Affiliates (other than accrued salary and business expenses incurred in the ordinary course of business).
Payment of Certain Liabilities. The Company represents and warrants that (a) the April 1, 2020 PVBJ balance sheet (a copy of which is attached as Exhibit “A”) is true, correct and complete in all respects and that there are no undisclosed liabilities; (b) there are no intercompany obligations owing by PVBJ to the Company (the “Intercompany Debts”); and (c) PVBJ does not and will not have to recognize any forgiveness or cancellation of debt income to the extent that any of said Intercompany Debts have been forgiven. Notwithstanding anything to the contrary contained in this Agreement, the Company shall be responsible for payment from Company funds (i.e., not from cash, funds or receipts of PVBJ) of the costs associated with the preparation of the PVBJ 2019 corporate tax returns, along with any tax liabilities owing by PVBJ in relation to the 2019 tax return. All other PVBJ liabilities will transfer to Bxxxx LLC on the Closing Date.
Payment of Certain Liabilities. (a) As of the Effective Time, Parent shall cause all liabilities and obligations of Parent (including legal, accounting and financial advisor fees) to be satisfied in full other than those liabilities and obligations set forth on Section 5.01 of the Disclosure Schedule. (b) As of the Effective Time, Company shall cause all liabilities and obligations of Company (including legal, accounting and financial advisor fees) to be satisfied in full other than those liabilities and obligations set forth on Section 5.01 of the Disclosure Schedule.
