Satisfaction of Certain Indebtedness. Within two days following the Effective Time, OmniVision shall provide capital to the Surviving Corporation in immediately available funds in an amount equal to the aggregate exercise price for all CDM Options cancelled pursuant to, and in exchange for the consideration set forth in, Section 2.3(b)(i) and all CDM Warrants purchased by OmniVision pursuant to, and in exchange for, the consideration set forth in Section 2.3(b)(ii), in either case as reflected on the Spreadsheet. At any time within two days following the Effective Time, and upon presentation of the original promissory notes for cancellation or an affidavit of lost instrument in form reasonably satisfactory to OmniVision, the Surviving Corporation shall repay all unpaid principal and accrued interest due under those certain promissory notes as set forth on Schedule 4.11 of the CDM Disclosure Letter.
Satisfaction of Certain Indebtedness. The respective member or members of the Group shall satisfy any and all indebtedness for borrowed money existing under the notes, loan agreements, security instruments and other loan documents set forth on Schedule 6.01(d), and shall obtain, from the respective creditors, the release and discharge of any security interests granted therein.
Satisfaction of Certain Indebtedness. At or prior to the Closing, the Seller shall satisfy or pay or cause to be satisfied or paid any and all capitalized lease obligations or other indebtedness with respect to any of the Assets and shall cause the termination and release of any security interests or Liens given by the Seller with respect thereto, and will assure that good title to the equipment underlying such capital lease obligations or other Assets is transferred to the Buyer as of the Closing Date.
Satisfaction of Certain Indebtedness. On or prior to the Effective Date, Seller shall take such actions as may be required to fully pay, satisfy and discharge all of the indebtedness of Seller, if any, listed or described on Schedule 3.2 and to secure the release as of the Effective Date of all Liens, if any, on the Acquired Assets relating thereto.
Satisfaction of Certain Indebtedness. 29 4.6 Employees ........................................................ 29 4.7 Confidentiality of Lost Foam Technology .......................... 29 4.8 No Bulk Sales Compliance .......................................... 30
Satisfaction of Certain Indebtedness. On the Closing Date, and as part of the Closing, Seller and Shareholder shall cause to be satisfied and paid in full all indebtedness secured by the liens listed as Items 2 and 3 on Schedule 2.9 (the holders liens and indebtedness being referred to herein as "Lenders") (all of the foregoing indebtedness being referred to herein collectively as the "Company Indebtedness"). At the Closing, Seller and Shareholder shall provide evidence satisfactory to Purchaser of the payment in full of the Company Indebtedness and the release and satisfaction of all Liens securing the same.
Satisfaction of Certain Indebtedness. At or prior to the Closing, Holdings shall pay such sums to Mssrs. Hassan, Schein, Xxxxxxx and Xxxxxxx as may be necessary to cause them to release any and all pledged shares of NCI and Holdings, and to fully satisfy any obligation owed by NCI and/or Holdings to such aforementioned individuals, such that, upon completion of the closing of the merger set forth herein, both NCI and Holdings shall have absolutely no debt or obligation whatsoever to any of the aforementioned individuals, including without limitation any obligation under any purchase agreement or covenant not to compete.
