Repayment of Indebtedness; Release of Liens Sample Clauses

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.
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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.
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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.

Related to Repayment of Indebtedness; Release of Liens

  • 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.

  • 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.

  • Acknowledgment of Indebtedness The Issuer acknowledges its indebtedness to the Note Holder in respect of each Note issued under this agreement.

  • Acknowledgement of Indebtedness 2.1 The Company and the Subscriber acknowledge and agree that the Company is indebted to the Subscriber in the amount of the Outstanding Amount.

  • Amendment, Etc. of Indebtedness Amend, modify or change in any manner any term or condition of any Indebtedness set forth in Schedule 7.02, except for any amendment, refinancing, refunding, renewal or extension thereof permitted by Section 7.02(e).

  • Subordination of Indebtedness Any indebtedness or other obligation of Borrower now or hereafter held by or owing to Guarantor is hereby subordinated in time and right of payment to all obligations of Borrower to Bank, except as such indebtedness or other obligation is expressly permitted to be paid under the Credit Agreement; and such indebtedness of Borrower to Guarantor is assigned to Bank as security for this Guaranty, and if Bank so requests shall be collected, enforced and received by Guarantor in trust for Bank and to be paid over to Bank on account of the Obligations of Borrower to Bank, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty. Any notes now or hereafter evidencing such indebtedness of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Bank.

  • 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).

  • Limitations on Issuances of Guarantees of Indebtedness The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee any other Indebtedness of the Company except in respect of the Credit Facilities of the Company (the “Guaranteed Indebtedness”) unless:

  • Prepayments, Etc. of Indebtedness (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that Xxxxxxx elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of Xxxxxxx calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied.

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