Extinguishment of Debt Sample Clauses

Extinguishment of Debt. Upon the performance by the Company and US Ecology of their respective obligations undertaken in Section 2.1, 2.2, 2.3, 2.4 and 2.5 of this Agreement, (i) except as provided in subsection (ii) below, all Indebtedness of the Company and its Subsidiaries to the Bank under the Notes, the Third Amended Credit Agreement, all Loan Documents, all Prior Agreements and any amendments, modifications, restatements, waivers, extensions or other agreements related thereto, shall be fully paid, performed and discharged; and (ii) upon the full and complete performance of this Agreement by the Bank and the Company and its Subsidiaries, no contractual obligations exist between the Bank and the Company and its Subsidiaries, except those undertaken in accordance with the Warrant, the Xxxx Valley Interest Agreement, the Releases (including the indemnity provisions in favor of the Bank retained and referenced therein), the Assignment Agreement, the Letter of Credit and related collateral provided for in Section 2.9 hereof, the collateral documents provided for in Section 2.12 hereof, and those identified in Section 6.1 of this Agreement.
Sample 1
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Extinguishment of Debt. All outstanding debts and obligations, whether current or long-term, of the Company, including but not limited to promissory notes, will be extinguished upon the Closing of this Agreement except as expressly set forth on a schedule to this Agreement.
Sample 1
Extinguishment of Debt. Upon the performance of the parties of their obligations under Sections 1, 2 and 3, the Debt shall be extinguished.
Sample 1
Extinguishment of Debt. Prior to the Closing Date, the following obligations shall be paid, extinguished and have a zero balance: (a) all obligations for borrowed money, including the Convertible Promissory Note to First Trilogy, LLC (the “First Trilogy Note”); (b) all amounts due to Xxxxxxxx Xxxxxx and Xxxxxxx Xxxxxxx; and (c) payroll liabilities for all periods through the Closing Date, (d) contemporaneously with the Closing and after receipt of the Shares, the Company shall pay $400,000 to First Trilogy, LLC, or its designee, in partial payment of the First Trilogy Note.
Sample 1
Extinguishment of Debt. At or prior to the Closing, to be effective on the Closing, SUN will pay off all shareholder notes, inter-company debt, and other notes and liabilities, except those incurred in the ordinary course of its business as described in Section 7.1(d) of this Agreement. SUN and Sellers covenant that only liabilities incurred in the ordinary course of SUN's business, as described in Section 7.1(d) herein, will be outstanding on the Closing Date.
Sample 1
Extinguishment of Debt. Other than the Permitted Company Debt, all outstanding debts and obligations, whether current or long term, of the Company will be extinguished immediately prior to the Closing.
Sample 1

Related to Extinguishment of Debt

  • Payment of Debt Borrower will pay the Debt at the time and in the manner provided in the Loan Agreement, the Note and this Security Instrument.

  • Repayment of Debt Upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Creditors, severally and not jointly, agree to cancel the Debt, up to an aggregate of $124,184.26 as the payment for the Shares at a price of $0.460829 per share. Each Creditor’s Debt Cancellation Amount as set forth on the signature page hereto executed by such Creditor shall be settled for “Delivery Versus Payment” with the Company. The Company shall deliver the Shares to the Creditors as the repayment of Debt within 30 days of this Agreement.

  • Prepayment of Debt Make any prepayment (whether optional or mandatory), repurchase, redemption, defeasance or any other payment in respect of any Subordinated Debt.

  • Subordination of Debt Until senior debt has been paid in full, Debtor will not pay and Creditor will not accept any payment on subordinated debt at any time that an Event of Default (as defined in the Senior Facility Agreement) has occurred and is continuing in respect of senior debt. Anything of value received by Creditor on account of subordinated debt in violation of this agreement will be held by Creditor in trust and immediately will be turned over to Lender in the form received to be applied by Lender on senior debt.

  • Cancellation of Debt The Borrower shall not cancel any claim or debt owing to it, except for reasonable consideration or in the ordinary course of business.

  • Limitations on Indebtedness (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

  • Indebtedness Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

  • Restrictions on Indebtedness The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than the following: (a) Indebtedness to the Banks and the Administrative Agent arising under any of the Loan Documents; (b) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (c) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or such Subsidiary or under any Capitalized Lease, provided that the aggregate principal amount of such Indebtedness of the Borrower shall not exceed the aggregate amount of $5,000,000 at any one time; (d) Indebtedness existing on the date hereof and listed and described on Schedule 10.1 hereto, or described in the Disclosure Documents, and any refinancing thereof, having covenants and maturities no less favorable to the Borrower than the Indebtedness being refinanced, and which does not increase the principal amount of the Indebtedness being refinanced; (e) Indebtedness of a Subsidiary of the Borrower existing on the date hereof to the Borrower; (f) the Bangor Energy Guaranty; (g) non-recourse Indebtedness of any Subsidiary participating in the planned joint venture with SEMPRA Energy Solutions; (h) guarantees of the Borrower of scheduled payments of principal ad interest (not to exceed $4,200,000 in the aggregate in any fiscal year of the Borrower) in respect of Indebtedness of PERC, but only on the scheduled dates, and at the rates, as originally in effect (it being understood that the making of such guarantee shall be subject to prior review by the Administrative Agent of the documentation in respect thereof for the purpose of establishing compliance with the requirements of this paragraph); (i) guarantees of the Borrower of the indebtedness of others, as set forth in Exhibit G, but only to the extent and upon the terms indicated; (j) Indebtedness with respect to the Chase L/C until replacement by a Letter of Credit hereunder; and (k) any unsecured Indebtedness not otherwise permitted by this Section 10.1 in an aggregate principal amount not to exceed at any one time the sum of (i) $5,000,000 plus (ii) an amount equal to 50% of the aggregate amount of any reductions in the Commitments made pursuant to Section 2.3.

  • Evidence of Debt (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. (b) In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

  • Refinancing Debt Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(b), (d) or (f).

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