Discharge of Indebtedness. No later than the Closing Date, Northrop Grumman will discharge, and will cause each of its Subsidiaries and Affiliates (other than the Company or any of its Subsidiaries) to discharge, without cost to the Company or any of its Subsidiaries, any and all intercompany accounts and all intercompany Contracts, except as otherwise provided by this Agreement and the Ancillary Agreements. With respect to intra-company Indebtedness of the Company and its Subsidiaries, prior to the Closing Date, Northrop Grumman shall provide BCP with a schedule listing the debtor and creditor entities and the amount of such intra-company Indebtedness, and Northrop Grumman shall discharge or cause to be discharged prior to the Closing Date any such intra-company Indebtedness requested by BCP to be discharged, provided that such discharge shall not cause any adverse tax consequences or other costs to Northrop Grumman and its Affiliates that are not indemnified by Parent pursuant to this Agreement.
Discharge of Indebtedness. Subject to Section 9.06 hereof but otherwise notwithstanding anything to the contrary contained herein, it is hereby agreed that upon satisfaction or discharge by payment or otherwise of the whole of the Indebtedness all the provisions herein contained shall cease to be of any effect but without prejudice to the Chargee's rights and remedies against the Chargor in respect of any antecedent claim or breach of covenant.
Discharge of Indebtedness. Borrower and each of its Guarantors shall promptly pay and discharge any and all Indebtedness and lawful claims which, if unpaid, might become a lien or charge upon the Collateral, except such as may in good faith be contested or disputed or for which arrangements for deferred payment have been made, provided appropriate reserves are maintained, to the satisfaction of Lender, for the eventual payment thereof.
Discharge of Indebtedness. The Sellers shall discharge all of their indebtedness and cause to be discharged all of the indebtedness of Renaissance, DCS and Applied Tactical Systems, Inc. promptly after the Closing out of the Purchase Price received hereunder.
Discharge of Indebtedness. Notwithstanding anything to the contrary contained herein, it is hereby agreed that on the satisfaction by payment or otherwise of the whole of the Indebtedness and other monies due under this Agreement and the other documents creating security for the Facility all the provisions herein contained shall cease to be of any effect but without prejudice to the Bank's rights and remedies against the Customer in respect of any antecedent claim or breach of covenant.
Discharge of Indebtedness. Releases, Etc. The indebtedness of the Company referred to in Exhibit 5.3.8 attached hereto, including, but not limited to, any debt of the Company in any way related to the Condominiums, ("Terminated Obligations") shall be paid in full or refinanced on terms acceptable to the Parent, and the Principal Shareholders shall cause all holders of any such Terminated Obligations to deliver to the Parent, in form reasonably satisfactory to the Parent and the lenders to the Parent or Merger Sub, such customary releases, termination statements, consents, approvals or other documents or instruments required, in the judgment of the Parent, to release and terminate all liens, security interests, claims, or rights of such holders against the Surviving Corporation or the Parent or any of their respective assets in connection therewith. Except as set forth in the next paragraph of this Section 5.3.8, the consummation of the Closing shall not be deemed to be a waiver by the Parent or the Surviving Corporation of any of their rights or remedies against the Principal Shareholders hereunder for any breach of warranty, covenant or agreement by the Company or the Principal Shareholders herein irrespective of any knowledge of or investigation made by or on behalf of the Parent or Merger Sub; provided, however, that if the Company shall disclose in writing to the Parent prior to the Closing Date a specified breach of a specifically identified representation, warranty, covenant or agreement of the Company or any Principal Shareholder herein by the Company or any Principal Shareholder, and requests a waiver thereof by the Parent, and the Parent shall waive any such specifically identified breach in writing prior to the Closing Date, the Parent and the Surviving Corporation, for themselves and for each Parent Indemnified Party (as defined below) shall be deemed to have waived their respective rights and remedies hereunder for, and the Principal Shareholders shall have no liability with respect to, any such specifically identified breach, to the extent so identified by the Company and so waived by the Parent. Prior to the Closing, the Parent investigated and reviewed the books and records relating to the operation of the Company, and inspected the Company assets as it considered necessary to satisfy itself as to the condition of the Company's business and properties. The Parent has notified the Company, the Principal Shareholders and the Trustee of any material discrepancy, statemen...
Discharge of Indebtedness. The outstanding balance under (i) a line of credit extended to Kos Investments by Wachovia Bank N.A. and (ii) a loan from Mxxx Xxxxxxx to Kos Investments pursuant to an unsecured promissory note and, in each case, all amounts due thereunder or under the applicable loan agreements or note, respectively, shall be fully paid and discharged at or prior to the Closing and Acquiror shall have received payoff and termination letters in a form reasonably satisfactory to Acquiror with respect to each such obligation (the “Payoff Letters”).
Discharge of Indebtedness. On the earliest to occur of (a) the date that the Warrant is Paid in Full, (b) the Discharge Date, or (c) the earlier termination of the Development Agreement by the City as permitted thereby, the entire outstanding balance of the Warrant shall be deemed paid, satisfied and discharged in full; and, all obligations of the City to make payments from the Warrant Fund shall cease. Any remaining amounts contained in the Warrant Fund as of such time shall be returned to the City to be used for any lawful purpose.
Discharge of Indebtedness. As evidenced by his execution hereof, except as otherwise provided herein, Xxxxx hereby waives and forgives any amounts owing to him by Lakota.
Discharge of Indebtedness. 40 7.16 Cooperation in Financing....................................................................41 7.17 Updated Financial Statements................................................................41 7.18 Stockholders' Agreement and Transition Services Agreement...................................42 7.19 Transaction and Monitoring Fee Agreement....................................................42 7.20
