Common use of Company Indebtedness Clause in Contracts

Company Indebtedness. At or prior to Closing, the Parties shall agree on the aggregate outstanding Indebtedness of the Company as of the Closing Date (excluding Indebtedness taken into account in the determination of Working Capital) (“Closing Date Indebtedness”), and the cash component of the Consideration payable at Closing shall be reduced by the amount of the Company’s Closing Date Indebtedness. Notwithstanding the foregoing, F5 Finishes agrees that it will assume, and will not pay off at Closing, Closing Date Indebtedness relating to (i) bank lines of credit (provided that the F5 Finishes may pay off the bank lines of credit at Closing, but the Purchase Price shall not be reduced as a result of any such payoff), (ii) capital leases for Vehicles and Equipment used in the Business, and (iii) purchase agreements relating to Vehicles or Equipment used in the Business. Prior to the Closing, the Company agrees to distribute to Shareholder any Vehicles used by Shareholder personally, and Shareholder shall assume all debt obligations relating to such Vehicles.