Company Debt. No bonds, debentures, notes or other Debt of the Company or any Company Subsidiaries (i) having the right to vote on any matters on which stockholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is any way based upon or derived from capital or voting stock of the Company (collectively, “Company Voting Debt”), is issued or outstanding as of the Agreement Date. Schedule 3.4(d) to the Company Disclosure Letter accurately lists all Debt of Company and Company Subsidiaries, including, for each item of Debt, the agreement governing the Debt and the interest rate, maturity date and whether or not such Debt is secured. All Debt may be prepaid at the Closing without penalty under the terms of the agreements governing such Debt.
Company Debt with respect to the amount of Company Debt to be sold by each shareholder (whether the Transferring Seller or the Tag-Along Party, as the case may be), the amount of Company Debt equal to the product of (1) the total amount of outstanding Company Debt that the Third-Party Offeror proposes to purchase and (2) a fraction (x) the numerator of which is equal to the principal amount of outstanding Company Debt held by and accrued and unpaid interest owed to such shareholder and (y) the denominator of which is equal to the principal amount of outstanding Company Debt held by and accrued and unpaid interest owed collectively to the Transferring Seller and the Tag-Along Party.
Company Debt. (a) Parent agrees to execute and deliver, or cause to be executed and delivered, by or on behalf of the Surviving Corporation, at or prior to the Effective Time, one or more supplemental indentures, guarantees, and other instruments required for the due assumption of the Company’s obligations to the extent required by the terms of any outstanding debt securities, Trust Preferred Securities or related guarantees. Prior to the Closing Date, the Company and Parent shall cooperate to prepare any instrument required by the documentation governing such outstanding debt securities, Trust Preferred Securities or related guarantees pursuant to which Parent shall assume the obligations of the Company with respect to outstanding debt securities, Trust Preferred Securities or related guarantees as of the Closing (“Supplemental Instruments”) and any related certificates and other documents required by the documentation governing such outstanding debt securities, Trust Preferred Securities or related guarantees. On the Closing Date, the Company and Parent, as and to the extent required by the documentation governing such outstanding debt securities, Trust Preferred Securities or related guarantees, shall execute and deliver any such Supplemental Instrument and any related certificates and other documents.
Company Debt. The aggregate principal amount of the Company’s outstanding indebtedness shall not be greater than $435 million.
Company Debt. A Member will not be personally liable for any debts or losses of the Company in excess of a Member's Capital Contribution or any obligation of a Member to make a Capital Contribution as specifically described in this Agreement or as otherwise specifically required by the Act or law.
Company Debt. Except as set forth in Section 3.5(g) of the Disclosure Schedule, there is no Company Debt. With respect to each item of Company Debt, Section 3.5(g) 40 of the Disclosure Schedule accurately sets forth the name and address of the creditor, the Contract under which such debt was issued, the principal amount of the debt and a description of the collateral if secured. No member of the Company Group is in default with respect to any outstanding Company Debt or any instrument relating thereto, nor is there any event which, with the passage of time or giving of notice, or both, would result in a default, and no such Company Debt or any instrument or agreement thereto purports to limit the operation of such member of the Company Group’s business. Complete and correct copies of all instruments (including all amendments, supplements, waivers and consents) relating to any Company Debt have been provided or made available to Parent.
Company Debt. Section 2.28 of the Disclosure Schedule set forth a list of all Company Debt, and in each case, the amount and the lender or party owed with respect to all such Company Debt.
Company Debt. Prior to the Closing, Parent shall (i) cause the Debt which is secured by a mortgage on the distribution center located in Salt Lake City, Utah, to be repaid, (ii) cause all remaining payments on all capitalized leases of the Companies to be paid and (iii) use its reasonable best efforts to cause all cash accounts of the Companies to be reduced to zero with no negative or positive balances. Buyer acknowledges that the funding of negative balances will increase Closing Date Net Worth. 4.19
Company Debt. (a) If requested by the Parent, and subject to the Parent’s reasonable cooperation therewith, the Company shall use commercially reasonable efforts to (i) deliver all notices and take all other reasonable and customary actions necessary to effect, at or prior to the Effective Time, the payoff (if any borrowings thereunder have been made and not repaid), discharge and termination of all outstanding obligations and commitments under the Five Year Revolving Credit Agreement, dated as of September 24, 2012, among the Company, Deutsche Bank Securities Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint book runners, and the banks and agents listed therein (the “Credit Agreement”) and (ii) in connection therewith to obtain customary payoff letters (if any borrowings thereunder have been made and not repaid) and instruments of discharge to be delivered at or prior to, and effective at or prior to, the Effective Time, which payoff letters and instruments of discharge will evidence the payoff (if any borrowings thereunder have been made and not repaid), discharge and termination in full on the date thereof of all amounts payable and of all commitments under the Credit Agreement; provided that the Company has unrestricted cash sufficient for such purposes at Closing or Parent provides, or causes to be provided, cash sufficient for such purposes at or prior to the Closing.
Company Debt. Parent shall have received payoff letters from all creditors of Company Debt in form reasonably satisfactory to Parent and termination statements executed by each Person holding a security interest in any assets of the Company or any Subsidiary as of the Closing Date terminating any and all such security interests and evidence reasonably satisfactory to Parent that all Encumbrances on assets of the Company and its Subsidiaries shall have been released prior to or shall be released simultaneously with the Closing and the payment of amounts set forth in the payoff letters or lien release documents.
