Payment of Closing Indebtedness Sample Clauses

Payment of Closing Indebtedness. At the Closing, the Purchaser shall pay and discharge (or cause to be paid and discharged), on behalf of the Company and Elmwood, all Closing Indebtedness evidenced on the Estimated Purchase Price Calculation Statement, by wire transfer of immediately available funds pursuant to written instructions provided to the Purchaser by the Seller concurrently with the delivery of the Estimated Purchase Price Calculation Statement.
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Payment of Closing Indebtedness. Buyer will pay and discharge all Closing Indebtedness identified by Seller by wire transfer of immediately available funds, according to payment instructions provided by Seller at least two (2) Business Days before Closing. Seller will provide Buyer with customary payoff letters in a form reasonably approved by Buyer from all holders of all Closing Indebtedness, and will make arrangements reasonably satisfactory to Buyer for such holders to provide to Buyer simultaneous with or promptly after Closing lien releases, canceled notes, and other documents reasonably requested by Buyer.
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Payment of Closing Indebtedness. No less than three (3) Business Days prior to the Closing Date, the Company shall deliver, or caused to be delivered to the Parent, final payoff letters with respect to the Closing Indebtedness in customary form and reasonably acceptable to Parent. On the Closing Date, the Parent shall repay, or cause to be repaid, on behalf of the Company, the Closing Indebtedness by wire transfer of immediately available funds to the accounts designated by the holders of such Indebtedness.
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Payment of Closing Indebtedness. At or immediately prior to the Closing, Buyer shall repay, or cause to be repaid, on behalf of the Company and each of its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all Closing Indebtedness by wire transfer of immediately available funds to the account(s) designated in the payoff letters delivered pursuant to Article 6.07.
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Payment of Closing Indebtedness. At Closing, Buyer shall pay, on behalf of the Company or the Subsidiary as applicable, any Indebtedness for borrowed money referred to in limbs (a) and (b) of the definition of Indebtedness that is incurred but unpaid as of the Closing and for which the Management Sellers have delivered to Buyer a payoff letter from the relevant creditor setting forth all amounts (in principal, interest, commissions, fees and accessories) due by the Company or the Subsidiary, as applicable, including, without limitation, all breakage costs or additional costs or penalties due in connection with the early repayment of such Indebtedness (the Closing Indebtedness), by wire transfer of immediately available funds to the bank account(s) specified in the relevant payoff letters and Funds Flow Memorandum (for the avoidance of doubt, the Closing Indebtedness shall not be deducted from the Closing Payment In Cash to be paid to the Sellers to the extent such amounts have been included in the Net Cash Amount, including the Estimated Net Cash Amount used to calculate the Provisional Consideration).
Sample 1
Payment of Closing Indebtedness. At the Closing, Purchaser shall pay and discharge (or cause to be paid and discharged), on behalf of the Companies, all Closing Indebtedness by wire transfer of immediately available funds pursuant to written instructions provided to Purchaser by the Sellers concurrently with the delivery of the Estimated Purchase Price Calculation Statement. On or before the Closing Date, the Sellers will provide Purchaser with customary pay-off letters from all holders of Closing Indebtedness to be so paid and will make arrangements reasonably satisfactory to Purchaser for such holders to provide to Purchaser recordable form Lien releases and other documents reasonably requested by Purchaser simultaneously with or promptly following the Closing. The parties hereto acknowledge that the Company Transaction Expenses are obligations of the Companies and the Sellers, as the case may be, incurred on, before or after the Closing Date, and nothing in this Agreement shall be deemed to make them obligations of Purchaser.
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Payment of Closing Indebtedness. All Indebtedness owed to the Company from any Person shall have been repaid in full at the Closing.
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Payment of Closing Indebtedness. (a) On or before the Closing, the EnTrust Contributor shall pay (or cause to be paid), by wire transfer of immediately available funds, to the creditor Persons or bank accounts specified in the EnTrust Payoff Letters the amounts indicated therein in full satisfaction of the Closing Indebtedness of the EnTrust Entities; and
Sample 1
Payment of Closing Indebtedness. Purchaser will pay and discharge, or cause to be paid and discharged, all Closing Indebtedness identified by the Company by wire transfer of immediately available funds pursuant to written instructions provided to Purchaser by the Company. Prior to the Closing Date, the Company will provide Purchaser with customary pay off letters from all holders of Closing Indebtedness, and will make arrangements reasonably satisfactory to Purchaser for those holders to provide to Purchaser recordable form lien releases, canceled notes and other documents reasonably requested by Purchaser simultaneously with Closing.
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Related to Payment of Closing Indebtedness

  • Company Indebtedness The Company shall, and shall cause its Subsidiaries to, timely deliver all notices and take all other administrative actions required to facilitate (i) the termination of commitments, repayment in full of all outstanding loans or other obligations, release of any Liens securing such loans or obligations and guarantees in connection therewith, and replacement of or cash collateralization of any issued letters of credit in respect of the Credit Facility on or before the Closing Date and (ii) to the extent reasonably requested in writing by Parent, no later than ten (10) Business Days prior to the Closing Date with respect to any Indebtedness (other than Indebtedness in respect of the Credit Facility) incurred by the Company or any of its Subsidiaries after the date hereof in compliance with Section 6.1(b)(xi) (it being understood that the Company shall promptly and in any event no later than fifteen (15) Business Days prior to the Closing Date notify Parent in writing of the amount of any such Indebtedness incurred or to be incurred and expected to be outstanding on the Closing Date), repayment in full of all obligations in respect of such Indebtedness and release of any Liens securing such Indebtedness and guarantees in connection therewith, in each case, on the Closing Date. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use reasonable best efforts to deliver to Parent no later than one (1) Business Day prior to the Closing Date payoff letters with respect to the Company Credit Facility and, to the extent reasonably requested by Parent in writing no later than ten (10) Business Days prior to the Closing Date, any Indebtedness incurred by any of the Company and its Subsidiaries after the date hereof in compliance with Section 6.1(b)(xi) (each, a “Payoff Letter”) in form and substance customary for transactions of this type, from the persons, or the applicable agent on behalf of the persons, to which such Indebtedness is owed, which Payoff Letters together with any related release documentation shall, among other things, include the payoff amount and provide for Liens (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of the Company and its Subsidiaries securing such Indebtedness and any other obligations secured thereby, upon the payment of the amount set forth in the applicable Payoff Letter on or prior to the Closing Date, to be released and terminated. Upon at least ten (10) days’ prior written notice from the Company that the Company has determined, after reasonable consultation with Parent, that it will not at the time of the Real Estate Purchase (and without giving effect to the payment of the Real Estate Purchase Price or any other payment under this Agreement) have sufficient unencumbered and available cash, net of “cage cash”, cash on hand required by any Governmental Entity, the reasonably estimated additional amount of cash necessary to ensure the sound operation of the Company’s business consistent with past practice, and any other restricted cash, to pay in full the outstanding Indebtedness in respect of the Credit Facility, then to the extent of such shortfall Parent will extend an unsecured loan to the Company on the day of the Closing so that, together with such net unencumbered and available cash, the proceeds of such loan are sufficient to pay in full the outstanding Indebtedness in respect of the Credit Facility as may be necessary to release all Liens and obligations in respect thereof at the time of, or immediately prior to, the Real Estate Purchase, and the terms of such loan shall be reasonable for the circumstance as negotiated in good faith by Parent and the Company.

  • Existing Indebtedness (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company as of March 31, 2014 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company. The Company is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company, and no event or condition exists with respect to any Indebtedness of the Company the outstanding principal amount of which exceeds $5,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

  • Payment of Outstanding Indebtedness, etc The Administrative Agent shall have received evidence that immediately after the making of the Loans on the Closing Date, all Indebtedness under the Existing Credit Agreement and any other Indebtedness not permitted by Section 7.04, together with all interest, all payment premiums and all other amounts due and payable with respect thereto, shall be paid in full from the proceeds of the initial Credit Event, and the commitments in respect of such Indebtedness shall be permanently terminated, and all Liens securing payment of any such Indebtedness shall be released and the Administrative Agent shall have received all payoff and release letters, Uniform Commercial Code Form UCC-3 termination statements or other instruments or agreements as may be suitable or appropriate in connection with the release of any such Liens.

  • Prepayment of Indebtedness At any time, directly or indirectly, prepay any Indebtedness (other than to Lenders), or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Borrower.

  • Payment of Indebtedness Pledgor will pay the principal sum of the Note secured hereby, together with interest thereon, at the time and in the manner provided in the Note.

  • Repayment of Existing Indebtedness Evidence that the principal of and interest on, and all other amounts owing in respect of, the Indebtedness (including, without limitation, any contingent or other amounts payable in respect of letters of credit) indicated on SCHEDULE 8.12A hereto that is to be repaid on the Closing Date shall have been (or shall be simultaneously) paid in full, that any commitments to extend credit under the agreements or instruments relating to such Indebtedness shall have been canceled or terminated and that all Guarantees in respect of, and all Liens securing, any such Indebtedness shall have been released (or arrangements for such release satisfactory to the Required Lenders shall have been made); in addition, the Administrative Agent shall have received from any Person holding any Lien securing any such Indebtedness, such Uniform Commercial Code termination statements, mortgage releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have requested to release and terminate of record the Liens securing such Indebtedness (or arrangements for such release and termination satisfactory to the Required Lenders shall have been made).

  • Intercompany Indebtedness The Company shall not create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness arising from loans from any Subsidiary to the Company unless (a) such Indebtedness is unsecured and (b) such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent.

  • Repayment of Indebtedness Except as disclosed in the Registration Statement and the Prospectus, the Company does not intend to use any of the proceeds from the sale of the Shares to repay any debt owed to the Sales Agent or the Forward Seller or any affiliate thereof.

  • Existing Indebtedness; Future Liens (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of the dates specified in such Schedule (and specifying, as to each such Indebtedness, the collateral, if any, securing such Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

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