Payment and Satisfaction Sample Clauses

Payment and Satisfaction. The Agent will, when required by the Credit Documents, at the request of the Debtor, deliver up the Debenture to the Debtor and the Agent will, at the written request and sole expense of the Debtor, execute and deliver to the Debtor releases, discharges and such other instruments as will be required to effectively release the Security Interest (as defined in the Debenture) and reassign and reconvey the Collateral (as defined in the Debenture) to the Debtor.
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Payment and Satisfaction. Contemporaneous with the closing of the Subsidiary Sale, the Borrower shall pay the Lender One Million Four Hundred Twenty-Five Thousand Five Hundred Sixty-Two dollars and Seventy cents ($1,425,562.70) (the “Payment”) as full and complete payment and satisfaction (i) of all amounts owed by Borrower to Lender under the Note and (ii) for the repurchase of those certain common stock purchase warrants to acquire 77,000 shares of Borrower’s common stock for an exercise price of $4.48 per share (the “Warrants”). Such payment shall be made by wire transfer of immediately available funds to an account specified in writing by the Lender. Upon receipt of the Payment, the Lender shall xxxx “Cancelled” upon the face of the Note and Warrants (and any copies thereof in its possession) and shall return the cancelled original Note and Warrants to the Borrower. The right and obligation of the Borrower to make the Payment to the Lender pursuant to this Section 1 is conditioned upon the consummation of the Subsidiary Sale.
Payment and Satisfaction a. Purchaser and ISIL shall pay Seller a total payment of $9,000,000 on the date hereof by wire transfer of immediately available funds in consideration and full satisfaction of the Remaining Payments.
Payment and Satisfaction. (i) Any Damages for which the Sellers shall be liable to the Buyer Indemnified Parties (other than for fraud) shall be paid and satisfied from either (A) the Escrow Shares with the value of such shares to be determined as the average of the closing price of Buyer Stock for the fifteen consecutive trading days ending one business day prior to the date of assertion of a claim for Damages or (B) the Shareholders’ SRED Portion, at the Sellers’ discretion, provided, however, that to the extent that either the Escrow Shares or the Shareholders’ SRED Portion shall be exhausted, any Damages shall be satisfied from whichever component still remains. Where indemnification for Damages is claimed from more than one Seller, such election shall be determined on behalf of all Sellers by any two of Xxxxxxxxx Capital Corporation, BDC Capital Inc. and Tech Capital II L.P. in accordance with the provisions of the Escrow Agreement.

Related to Payment and Satisfaction

  • Conditions Precedent to Obligations of Parties The respective obligations of each of the parties hereto hereunder are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions:

  • Conditions Precedent to All Advances and Letters of Credit The Lender’s obligation to make each Advance or to cause the issuance of a Letter of Credit shall be subject to the further conditions precedent that:

  • Conditions Precedent to All Loans and Letters of Credit In addition to satisfaction or waiver of the conditions precedent contained in Section 6.1., the obligations of (i) the Lenders to make any Loans and (ii) the Issuing Banks to issue, extend or increase any Letters of Credit are each subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance, extension or increase of such Letter of Credit or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.16. would occur after giving effect thereto; (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan or date of issuance, extension or increase of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and (c) in the case of the borrowing of Revolving Loans, the Administrative Agent shall have received a timely Notice of Borrowing, in the case of a Swingline Loan, the Swingline Lender shall have received a timely Notice of Swingline Borrowing, and in the case of the issuance, extension or increase of a Letter of Credit the applicable Issuing Bank and the Administrative Agent shall have received a timely request for the issuance, extension or increase of such Letter of Credit. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made or any Letter of Credit is issued, extended or increased that all conditions to the making of such Loan or issuing, extending or increasing of such Letter of Credit contained in this Article VI. have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1. and 6.2. that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

  • Conditions of Parties Obligations 7.1 Conditions of Investor's Obligations at the Closing. The --------------------------------------------------- obligation of Investor to purchase and pay for the Investor Stock is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by Investor:

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER All obligations of Buyer under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any or all of which may be waived in whole or in part in writing by Buyer:

  • Conditions Precedent to Obligations of the Parties The obligations of each Party to effect the Closing and to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by such Party on or prior to the Closing Date of the following conditions:

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER The obligation of Seller to proceed with any Closing under this Agreement is subject to the fulfillment prior to or at the time of Closing of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Seller:

  • Conditions Precedent to Loans and Letters of Credit 57 Section 3.1. Conditions to Effectiveness 57 Section 3.2. Conditions to Each Credit Event 60 Section 3.3. Delivery of Documents 60

  • Conditions Precedent to the Obligations of Sellers The obligation of Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Seller) at or prior to the Closing Date of each of the following conditions:

  • Conditions Precedent to the Obligations of Purchaser The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by Purchaser in its sole discretion:

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