Company Obligations; Affiliate Agreements Sample Clauses

Company Obligations; Affiliate Agreements. (a) Except as contemplated by Section 6.8, at or prior to the Closing, Sellers shall, and the Sellers shall cause each of their respective Affiliates to, repay any Indebtedness or other amounts owing from such Persons to the Company. (b) Prior to the Closing, Sellers shall cause all agreements between any Sellers or their Affiliates, on the one hand, and the Company, on the other hand to be terminated in all respects such that there is no liability thereunder on the part of the Company. The Sellers agree to indemnify Purchaser for any cost or expense incurred in connection with the obligations specified in this Section 5.9.
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Company Obligations; Affiliate Agreements. (a) At or prior to the Closing, except with respect to amounts owed by or to the Company and any Subsidiary, Sellers shall, and Sellers shall cause each of their respective Affiliates to, repay any Indebtedness or other amounts owing from such Persons to the Company. (b) At Closing, upon the election of Sellers either (i) Sellers shall cause the Company to repay all revolving lines of credit and other interest-bearing Indebtedness in excess of six million dollars ($6,000,000) with a portion of the Closing Cash Payment or (ii) Purchaser shall repay all such revolving lines of credit and other interest-bearing debt of the Company by wire transfer and receive a dollar-for-dollar reduction in the Purchase Price in the amount equal to such repayments. (c) At the Closing, other than as specified in writing by Purchaser at least five (5) days prior to the Closing Date, Sellers shall cause all agreements between any Sellers or their Affiliates, on the one hand, and the Company, on the other hand to be terminated in all respects such that there is no liability thereunder on the part of the Company. Freexxxx, Xxllxx xxx Page agree, jointly and severally, to indemnify Purchaser for any cost or expense incurred in connection with the obligations specified in this Section 6.10.
Sample 1
Company Obligations; Affiliate Agreements. (a) At or prior to the Closing, the Shareholders shall have, and the Shareholders shall have caused each of their respective Affiliates to have, repaid any Indebtedness or other amounts owing from such Persons to the Company. (b) At Closing, upon the election of the Shareholders either (i) the Shareholders shall cause the Company to repay all revolving lines of credit, other interest-bearing Indebtedness and all capital leases of the Company other than those listed on Schedule 6.4 with a portion of the Closing Cash Payment, or (ii) Purchaser shall repay all such credit, debt and capital leases by wire transfer and receive a dollar-for-dollar reduction in the Merger Consideration in the amount equal to such repayments. (c) Prior to the Closing, the Shareholders shall have caused all agreements between any Shareholder or their Affiliate, on the one hand, and the Company, on the other hand to be terminated in all respects such that there is no liability thereunder on the part of the Company. The Shareholders agree, jointly and severally, to indemnify Purchaser for any cost or expense incurred in connection with the obligations specified in this Section 6.4 which indemnification shall not be subject to the limitations set forth in section 11.5(b) of this Agreement.
Sample 1
Company Obligations; Affiliate Agreements. (a) At or prior to the Closing, except with respect to amounts owed by or to the Company and any Subsidiary, Sellers shall, and Sellers shall cause each of their respective Affiliates to, repay any Indebtedness or other amounts owing from such Persons to the Company. (b) At the Closing, other than as specified in writing by Purchaser at least five days prior to the Closing Date, Sellers shall cause all agreements between any Seller or its Affiliates, on the one hand, and the Company, on the other hand (including without limitation the Company's Micro-Coax guaranty) to be terminated in all respects such that there is no liability thereunder on the part of the Company. Principal Shareholders (other than Drew Xxxxx) xxree, jointly and severally, to indemnify Purchaser for any cost or expense incurred in connection with Seller's failure to satisfy the obligations specified in this Section 6.10.
Sample 1
Company Obligations; Affiliate Agreements. (a) At or prior to the Closing, except with respect to amounts owed by or to the Company and any Subsidiary of the Company, Seller shall, and shall cause each of its Affiliates to, repay any Indebtedness or other amounts owing from such Persons to the Company. (b) At the Closing, other than as specified in writing by Purchaser at least five days prior to the Closing Date, Seller shall cause all agreements between any stockholder of Seller, Seller or its Affiliates, on the one hand, and the Company, on the other hand to be terminated in all respects such that there is no Liability thereunder on the part of the Company.
Sample 1

Related to Company Obligations; Affiliate Agreements

  • Company Obligations The Company agrees: (a) that until such time as Remus Capital no longer meets the Remus Minimum Ownership Threshold, and provided that the Remus Independent Nominee is able and willing to continue to serve on the Board, the Company will include each applicable Remus Independent Nominee in the Company’s slate of director nominees to stand for election to the Board at any meeting of Company stockholders at which directors are to be elected; (b) that until such time as Xxxxxxxx Xxxx no longer meets the Gaur Minimum Ownership Threshold, and provided that the Gaur Independent Nominee is able and willing to continue to serve on the Board, the Company will include each applicable Gaur Independent Nominee in the Company’s slate of director nominees to stand for election to the Board at any meeting of Company stockholders at which directors are to be elected; (c) that until such time as RTW no longer meets the RTW Designation Condition, and provided that the RTW Designated Director is able and willing to continue to serve on the Board, the Company will include each applicable RTW Designated Director as a Company Independent Nominee in the Company’s slate of director nominees to stand for election to the Board at any meeting of Company stockholders at which directors are to be elected; (d) to recommend, support and solicit proxies for each such Gaur Independent Nominee, Remus Independent Nominee or RTW Designated Director as a Company Independent Nominee, in each such case, in substantially the same manner as it recommends, supports and solicits proxies for any other members of such slate of director nominees; (e) to cause to be nominated a lead Independent Director (the “Lead INED”) of the Board, who shall serve at all times as chair or co-chair of the Board, and who initially shall be Xxxx Xxxxxx. The Company shall cause the Lead INED to be nominated as the Sponsor Nominee; and (f) from time to time and at all times on or prior to the second (2nd) anniversary of the Closings (as defined in the Business Combination Agreement), to cause Xxxx Xxxxxx to be the Lead INED; provided, that, at the time when such annual or special meeting of stockholders at which an election of directors is held or at the time when such written consent of the stockholders to elect one or more directors is entered into, Xxxx Xxxxxx (i) has not refused and continues to refuse to stand for re-election, (ii) is not unable to discharge the duties of the Lead INED due to death or incapacity or (iii) is not ineligible to serve as the Lead INED.

  • Intercompany Obligations At all times, the Company shall ensure that all intercompany obligations (including, without limitation, obligations pursuant to transfer pricing and royalty agreements) owed by the Company or a Restricted Subsidiary to the Company or any of its Subsidiaries shall be subordinated in writing in right of payment to the Notes or the applicable Subsidiary Guarantee and unsecured.

  • Guaranty Obligations Unless otherwise specified, the amount of any Guaranty Obligation shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation.

  • Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not: (a) be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by a Transaction Obligor of its obligations under any of the Finance Documents; (b) be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account; (c) be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty; (d) have or be deemed to have any relationship of trust or agency with, any Obligor.

  • Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

  • Litigation and Contingent Obligations There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Loans. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

  • Employee Obligations Provider shall require all employees and agents who have access to Division data to comply with all applicable provisions of this DPA with respect to the data shared under the Service Agreement.

  • Obligations of Customer Axway’s indemnification obligation is contingent upon the Customer: (a) giving immediate written notice to Axway of any such Infringement Claim; (b) giving Axway control of the defense and related settlement negotiations, provided , however that Axway will obtain the Customer’s prior written consent, which shall not be unreasonably withheld or delayed, if any settlement of such an Infringement Claim requires Customer to admit liability, take or refrain from taking any particular action other than cessation of use of the infringing Services, Product, or Deliverable , and (c) assisting in the defense at Axway’s reasonable request, provided Axway agrees to pay Customer’s reasonable expenses in connection therewith. The Customer may participate in such defense and in any settlement discussions directly or through counsel of the Cus tomer’s choice, at the Customer’s expense, provided such participation does not materially prejudice Axway’s sole control of the defense or cause Axway to incur material additional costs in the conduct of such defense .

  • ERISA Obligations All Employee Plans of the Borrower meet the minimum funding standards of Section 302 of ERISA and 412 of the Internal Revenue Code where applicable, and each such Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986 is qualified. No withdrawal liability has been incurred under any such Employee Plans and no “Reportable Event” or “Prohibited Transaction” (as such terms are defined in ERISA), has occurred with respect to any such Employee Plans, unless approved by the appropriate governmental agencies. The Borrower has promptly paid and discharged all obligations and liabilities arising under the Employee Retirement Income Security Act of 1974 (“ERISA”) of a character which if unpaid or unperformed might result in the imposition of a Lien against any of its properties or assets.

  • Perform Obligations To perform promptly all of the obligations of Tenant set forth in this Lease; and to pay when due the Fixed Rent and Additional Rent and all charges, rates and other sums which by the terms of this Lease are to be paid by Tenant.

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