Seller Loans. Except as set forth on Schedule 6.7 of the Company Disclosure Schedules, at the Closing, all loans, and the obligations relating thereto, between any Seller, on the one hand, and any Acquired Company, on the other hand, will be terminated.
Seller Loans. Except as set forth in Schedule 3.27, there are no loans, advances or other obligations for borrowed money owing by Company.
Seller Loans. On the Closing Date, immediately upon receipt of the Estimated BDH Payment, each Seller shall pay or cause to be paid to BDH, by wire transfer of immediately available funds to an account designated by the Purchaser, all loans receivable due and owing to BDH from such Seller as of the Closing Date, together with accrued interest thereon.
Seller Loans. Except as set forth on Schedule 3.18, the Seller is not a guarantor or indemnitor of any indebtedness of Parent or of any affiliate or subsidiary of Parent or of any other person. Set forth on Schedule 3.18 is a list of any and all loans in which Seller is either a borrower, lender or guarantor, including any loans, debts, obligations or other amounts owed by Seller to any third party, or any related parties, including without limitation, or any of Seller's affiliates or subsidiaries ("Seller Loans"). Seller represents and warrants that as of the Closing, the continued existence of the Seller Loans and the indebtedness evidenced therein, will not result in any tax liability to Buyer or Seller or affect the transfer of title of the Assets to the Buyer. Notwithstanding the foregoing, the existence of any loans as set forth on the attached Schedule will not prevent the Seller from conveying the Assets as contemplated by this Agreement to Buyer free and clear of any and all encumbrances or Liens.
Seller Loans. Subject to Section 1.4(g), no later than August 1, 2012, the Seller Parties shall cause Credit Cash LLC and Advance Financial Corporation to provide Petrenko and Company with written releases of all liability under the Credit Cash Loan and Advance Financial Loan. None of the Purchaser Parties shall provide, or shall be required to provide, any continuation or extension of any personal guarantee with respect to either the Credit Cash Loan or Advance Financial Loan.
Seller Loans. 37 7.12 CDSOA Claims ...................................................... 37 7.13 Inventory Valuation Procedures .................................... 38 ARTICLE VIII CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER .................. 38 8.1 Accuracy of Representations and Warranties ........................ 39 8.2 Compliance with Agreements and Covenants .......................... 39 8.3 Hart-Scott-Rodino ................................................. 39 8.4 No Injunctions .................................................... 39
Seller Loans. (a) Xxxxx shall assume at Closing and shall timely make all payments and perform all other obligations due or to become due thereafter with respect to the Bonds, and with respect to the economic development loan in the amount of $1,000,000 from the State of Kentucky. Buyer agrees that it will redeem the Bonds in full on February 1, 2008, on which date they are first callable at par without premium or penalty.
Seller Loans. 36 7.10 Sale by Sellers of Purchaser's Common Stock..................................................37 7.11
Seller Loans. After the Closing Date, Purchaser shall pay or shall cause Targets to pay Sellers an aggregate principal sum of up to Two Hundred Fifty Thousand Dollars ($250,000), without interest, in respect of loans made by Sellers to the Targets ("Seller Loans") as identified on Schedule 7.9; provided, however, the repayment of any portion of the amount of the Seller Loans, up to $250,000, shall be subject to the existence of the Minimum Working Capital Liquidity Threshold, as determined by Purchaser's Outside Audit Firm in accordance with Section 7.3 (e.g., no payment shall be made until after the review of the Opening Balance Sheet); and further provided, Sellers shall only be entitled to that portion of the amount of the Seller Loans to the extent of the excess amount, if any, of the Opening Balance Sheet Working Capital Amount over the Minimum Working Capital Liquidity Threshold. To the extent that Sellers and Purchaser agree prior to Closing that all or a portion of the Seller Loans (the "Loan Shortfall") will not be repaid by Targets as a result of the provisions of this Section 7.9 (i.e., the difference between $1,250,000 and the Opening Balance Working Capital Amount), Sellers agree that an amount equal to Sellers' estimate of the Loan Shortfall portion of the notes will be contributed to Targets immediately prior to the Closing such that Targets shall have no further obligations under the notes; provided, however, in the event Targets ultimately are entitled to receive payments in respect of the Seller Loans following the Closing in excess of the Loan Shortfall pursuant to this Section, Purchaser agrees to pay such excess amount to Sellers, which amount shall be considered to be part of and in addition to the Purchase Price. The parties acknowledge that in such event the notes (or a portion thereof) are being contributed, not that Sellers are contributing additional cash to Targets.
Seller Loans. Except as set forth in Seller Disclosure Schedule 4.22(a), as of the date hereof, Seller is not a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor was, as of June 30, 2007, over sixty (60) days delinquent in payment of principal or interest or in default of any other material provision, or (ii) Loan with any director, executive officer or five percent or greater shareholder of Seller, or to Seller’s Knowledge, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Seller Disclosure Schedule 4.22(a) identifies (A) each Loan that as of June 30, 2007 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” “Discuss Only” or words of similar import by Seller or as a consequence of an examination of Seller by the FDIC or VBD, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (B) each asset of Seller that as of June 30, 2007 was classified as OREO and the book value thereof.
