Payment of Intercompany Indebtedness Sample Clauses

Payment of Intercompany Indebtedness. All indebtedness owed by Motoguzzi and the Motoguzzi Subsidiaries to TRG and its subsidiaries, up to $800,000, remaining after the actions described in SECTION 2.06(b) are taken, subject to reduction in accordance with SECTION 11.01(b), shall be paid by Motoguzzi to TRG as soon after the Effective Time as practicable.
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Payment of Intercompany Indebtedness. Promptly following the Closing Date, Protein shall repay to Xxxxxx $33,300,000 of the principal amount of the indebtedness owed by Protein to Xxxxxx.
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Payment of Intercompany Indebtedness. Subject to the terms and conditions set forth herein and the completion of the Offering contemplated under 1.3 above, TransAct hereby agrees to advance to Magnetec, from the proceeds of the Offering, sufficient funds to enable Magnetec to pay to Tridex $8,500,000 of intercompany indebtedness. Magnetec shall pay at least $7,500,000 of such intercompany indebtedness at, or as soon as practicable after the closing of the Offering and, at its option, may pay the balance either at such closing or by issuance of a promissory note for $1,000,000. If TransAct elects to issue such note, (i) it shall be payable one year after issuance, bear interest at a rate equal to the rate paid by Tridex under its revolving credit agreement with Fleet Bank, National Association, and provide for prepayment without penalty and (ii) TransAct's obligation to advance funds to Magnetec from the proceeds of the Offering shall be reduced by the amount of the Note. Tridex shall furnish to Magnetec and TransAct a written acknowledgment that payment of such $8,500,000 satisfies any and all intercompany indebtedness owed by Magnetec or TransAct to Tridex.
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Payment of Intercompany Indebtedness. At or prior to the Closing, all Intercompany Indebtedness shall be paid in full or otherwise satisfied.
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Payment of Intercompany Indebtedness. The Company shall not permit any Restricted Subsidiary to make any payment on account of principal or interest in respect of the Permitted Intercompany Indebtedness described in Schedule 8V. Notwithstanding the foregoing, so long as no Default or Event of Default exists or would occur because of such a payment and provided that each previous payment pursuant to this sentence has been duly received by a Restricted Subsidiary, it may twice annually permit payment by a Restricted Subsidiary of up to U.S. $10,200,000 in respect of interest on Permitted Intercompany Indebtedness described in Schedule 8V, if the amount of such interest (net of up to Cdn.$100,000 for operating expenses) is received by a Restricted Subsidiary within three Business Days of such payment.
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Payment of Intercompany Indebtedness. It shall not permit any Restricted Subsidiary to make any payment on account of principal or interest in respect of the Permitted Intercompany Indebtedness described in Schedule Y. Notwithstanding the foregoing, so long as no Default or Event of Default exists or would occur because of such a payment, and provided that each previous payment under this notwithstanding clause has been duly received by a Restricted Subsidiary, it may twice annually permit payment of up to U.S. $10,200,000 in respect of interest on the Permitted Intercompany Indebtedness described in Schedule Y, if the amount of such interest payment (net of up to Cdn. $100,000 for operating expenses), is received by a Restricted Subsidiary within three Banking Days of such payment.
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Payment of Intercompany Indebtedness. Promptly following the Closing Date, Protein shall repay to Zapaxx $00,300,000 of the principal amount of the indebtedness owed by Protein to Zapaxx.
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Payment of Intercompany Indebtedness. 30 5.4 Confidentiality................................................................................31 5.5 Access and Information.........................................................................31 5.6 Nature and Survival of Covenants...............................................................31 ARTICLE 6 CONDITIONS PRECEDENT TO THE PERFORMANCE BY THE PARTIES OF THEIR OBLIGATIONS UNDER THIS AGREEMENT.......32 6.1 The Purchaser's Conditions.....................................................................32 6.2 Conditions of the Vendor.......................................................................36 6.3
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Payment of Intercompany Indebtedness. The Purchaser shall provide the Corporation with any amounts necessary to ensure payment in full of the amount of $2,487,246, representing all intercompany indebtedness, other than the Intercorporate Notes, between the Vendor and its affiliates, on the one and, and the Corporation, on the other hand, net of all intercompany receivables.
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Related to Payment of Intercompany Indebtedness

  • 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.

  • Subordination of Intercompany Indebtedness Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

  • 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.

  • Subordination of Intercompany Debt Each Credit Party agrees that all intercompany Indebtedness among Credit Parties (the “Intercompany Debt”) is subordinated in right of payment, to the prior payment in full of all Credit Party Obligations. Notwithstanding any provision of this Credit Agreement to the contrary, provided that no Event of Default has occurred and is continuing, Credit Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Credit Agreement; provided that in the event of and during the continuation of any Event of Default, no payment shall be made by or on behalf of any Credit Party on account of any Intercompany Debt. In the event that any Credit Party receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section, such payment shall be held by such Credit Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.

  • 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.

  • Indebtedness Payments (i) Prepay, redeem, purchase, defease or otherwise satisfy in any manner prior to the scheduled repayment thereof any Indebtedness for borrowed money (other than amounts due under this Agreement or due any Lender) or lease obligations, (ii) amend, modify or otherwise change the terms of any Indebtedness for borrowed money or lease obligations so as to accelerate the scheduled repayment thereof or (iii) repay any notes to officers, directors or shareholders.

  • Intercompany Debt It is understood that Debt shall not include any redeemable equity interest in the Company.

  • Subordination of Intercompany Loans Each Loan Party shall cause any intercompany Indebtedness, loans or advances owed by any Loan Party to any other Loan Party to be subordinated pursuant to the terms of the Intercompany Subordination Agreement.

  • Subsidiary Indebtedness The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except:

  • Indebtedness and Guaranty Obligations Create, incur or assume any Indebtedness or Guaranty Obligation except:

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