Repayment of Indebtedness; Release of Liens. At or prior to the Merger Effective Time, all existing Debt of the Acquired Companies, including all outstanding principal amounts, any interest accrued thereon and any other fees or expenses payable thereunder, under the 2005 GE Loan Agreement shall have been repaid or redeemed, any Encumbrances that existed in connection therewith shall have been released and discharged and the Company Parties shall have delivered to Parent evidence satisfactory to Parent of the foregoing.
Repayment of Indebtedness; Release of Liens. Prior to or simultaneously with the Closing, Sellers shall, and shall cause the Subsidiaries to, discharge or cause to be discharged, all Closing Date Indebtedness of OFS ES and the Subsidiaries (including any prepayment penalties and costs associated therewith), and cause the release of all Encumbrances securing such Indebtedness.
Repayment of Indebtedness; Release of Liens. On or prior to the Closing Date, the Seller shall have caused the Company and each Subsidiary to, at its sole cost and expense: (a) repay in full and otherwise discharge all Indebtedness set forth on Section 3.7(b) of the Disclosure Schedule; (b) obtain a full and unconditional release of any and all Liens imposed on the assets and properties of the Company and the Subsidiaries other than Permitted Liens; and (c) deliver to the Purchaser copies of all such payoff letters and releases, together with such other related documents as the Purchaser may reasonably request (including termination statements under Applicable Law), in each case in form and substance reasonably satisfactory to the Purchaser.
Repayment of Indebtedness; Release of Liens. Prior to or concurrently with the Closing, Seller shall, and shall cause its Subsidiaries to, discharge or cause to be discharged, all Indebtedness (other than obligations under capital leases reflected on the Interim Balance Sheet) of Seller and its Subsidiaries (including, without limitation, all prepayment penalties and costs associated therewith), and cause the release of all Encumbrances securing such Indebtedness, including without limitation those Encumbrances described in Item 3 of Section 3.4(a) of the Disclosure Schedule and Items 2 and 3 of Section 3.4(d) of the Disclosure Schedule (other than those Encumbrances securing capital lease obligations reflected on the Interim Balance Sheet).
Repayment of Indebtedness; Release of Liens. Parent and Seller shall, at or immediately prior to the Closing, cause each of the Acquired Subsidiaries to pay all amounts owing in respect of indebtedness including (A) all obligations of any Acquired Subsidiary for borrowed money or evidenced by bonds, debentures, notes, letters of credit, or similar instruments, (B) all obligations as lessee under capital leases, (C) all obligations to pay the deferred purchase price of property or securities, except accounts payable arising in the ordinary course of business consistent with past practice, and (D) all similar obligations to others guaranteed by any Acquired Subsidiary or secured by a Lien or any of the assets of any Acquired Subsidiary. In addition, Parent and Seller shall, at or immediately prior to the Closing, cause each of the Acquired Subsidiaries to obtain the release of any Liens (other than Permitted Liens) on the properties and assets of the Acquired Subsidiaries.
Repayment of Indebtedness; Release of Liens. The Seller and the Trust shall have delivered to the Buyer satisfactory evidence that the indebtedness secured by Liens on the Purchased Assets described in Section 3.12 will be repaid in full at Closing, and any commitments to lend thereunder will have been terminated, concurrently with the Closing.
Repayment of Indebtedness; Release of Liens. No Indebtedness shall be outstanding after giving effect to the Closing. Parent shall have received (i) at the Closing, satisfactory payoff letters for all Indebtedness including that arising under the Assa Abloy Loan, setting forth the amount required to pay in full all obligations of the Company and its Subsidiaries owing to any holder of Indebtedness and that effective immediately upon the repayment of all such Indebtedness of all Liens, encumbrances and security interests on any property of the Company securing such Indebtedness will be released and terminated, and (ii) prior to or concurrently with the Closing Date, confirmation that there shall be no outstanding Indebtedness owing to any Person as of the Closing Date after giving effect to such transactions.
Repayment of Indebtedness; Release of Liens. Other than Indebtedness set forth on Section 5.12 of the O-I Disclosure Schedule or as may be otherwise agreed by Buyer and Seller, all existing Indebtedness shall have been redeemed or repaid, any Liens that existed in connection therewith have been released and discharged and O-I and Seller shall have delivered to Buyer evidence satisfactory to Buyer of the foregoing.
Repayment of Indebtedness; Release of Liens. Prior to the Closing, Seller shall repay in full and retire all of the Indebtedness of the Company. At the Closing, Seller shall deliver or cause to be delivered to Parent documentation reasonably satisfactory to Parent evidencing any such repayment. The Seller acknowledges that neither Parent nor Purchaser is (directly or by virtue of the acquisition of the Company) assuming any Indebtedness of the Company or Seller. At or prior to the Closing, Seller shall also have provided documentation reasonably satisfactory to Parent that all Liens on the Company’s assets shall have been released.
