Extinguishment of Indebtedness. On the Closing Date, Parent and ------------------------------ Sub shall be deemed to have paid and discharged all or a portion of the Purchase Order Amount equal to the product of the number of Shares multiplied by the Closing Price. Purchaser agrees that, except to the extent of the unpaid Balance, if any, Parent and Sub shall be deemed to have paid and discharged the Purchase Order Amount in full on the Closing Date. If, after the Closing Date, any Balance remains unpaid, Parent and Sub shall be deemed to have paid and discharged the Purchase Order Amount in full on payment of the final installment of the Balance.
Extinguishment of Indebtedness. On the Closing Date, Creditor shall accept the Assets to be Acquired in full satisfaction of the Debt of Debtor to Creditor. Creditor acknowledges that it shall recognize the unpaid balance of the Debt as an uncollectible loss, subject to effectuation of the terms and conditions and consummation of the Closing as provided in this agreement. On and after the Closing Date, with respect to Debtor, the Debt shall be null, void and of no effect.
(a) To the extent that the assignment of any contract, license, lease, commitment, or receivable to be assigned to Creditor shall require the consent of any other party to such contract, license, lease, commitment, or receivable, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof. Debtor shall use its commercially reasonable efforts to obtain, on or before the Closing Date, the consent of the other party to such contract, license, lease, commitment, or receivable to the assignment thereof to Creditor. If such consent is not obtained on or before the Closing Date, Debtor shall cooperate with Creditor in any reasonable arrangement designed to provide for Creditor the benefits under any such contract, license, lease, commitment, or receivable, including enforcement, at the cost and for the benefit of Creditor, of any and all rights of Debtor against the other party thereto arising out of the breach or cancellation by such other party or otherwise.
Extinguishment of Indebtedness. Upon the payment as provided for in Section 2.1 hereof, the granting of an interest in the Ward Xxxley Project as provided for in Section 2.2 hereof, and the granting of the Warrant as provided for in Section 2.3 hereof, any and all Indebtedness of the Company and each of its Subsidiaries shall be deemed to have been fully paid, discharged, extinguished or forgiven, as the case may be, with the effect that the Bank shall have no claim of any sort for money lent or interest thereon, against the Company or any of its Subsidiaries, whether individually or collectively, except as provided in Section 2.12 hereof.
Extinguishment of Indebtedness. At the Closing, Parent and Sub ------------------------------ shall be deemed to have repaid the amount equal to the number of Shares issued to PURCHASER multiplied by the Closing Price as of the time of issuance of the stock certificates evidencing the Shares. PURCHASER agrees that, except to the extent additional amounts are still due pursuant to Section 2(b) above, Parent and Sub shall be deemed to have repaid the Purchase Order Amount in full upon delivery of the stock certificates. If at the Closing additional amounts are still due pursuant to Section 2(b) above, Parent and Sub shall be deemed to have repaid the whole Purchase Order Amount in full upon payment of the final installment payment of the Balance.
Extinguishment of Indebtedness. The Indebtedness shall have been extinguished in full.
Extinguishment of Indebtedness. In connection with the transactions contemplated under this Agreement, and in consideration of the Purchase Price and other good and valuable consideration provided herein, Seller hereby agrees to extinguish any unpaid but due profits from Purchaser to Seller with respect to the JV Agreement and any debt associated with capital purchases under said JV Agreement (“Purchaser Indebtedness”) Seller agrees and acknowledges that Purchaser shall have no obligation to repay the Purchaser Indebtedness to Seller, and Seller shall have no right to demand Purchaser’s repayment of such indebtedness. Seller, on behalf of Seller and Seller’s Affiliates, heirs, successors and assigns, hereby releases and discharges Purchaser from any and all claims, demands, rights, causes of action, proceedings, orders, remedies, obligations, damages and liabilities of whatsoever kind or character arising in connection with, or out of, the Purchaser Indebtedness.
Extinguishment of Indebtedness. The Indebtedness shall have been ------------------------------ extinguished in full.
Extinguishment of Indebtedness. The indebtedness of Matria and Seller in respect of that certain Invoice Number 000397 dated January 28, 2000 in the amount of $12,796.50 shall be extinguished as of the Closing.
Extinguishment of Indebtedness. On the Closing Date, Parent and ------------------------------ Sub shall be deemed to have paid and discharged all of the Purchase Order Amount.
Extinguishment of Indebtedness. As of the Closing, all indebtedness ------------------------------ and liabilities of EME and all subsidiaries of EME, as of the Effective Time, including without limitation trade payables and accrued expenses (except accrued vacation time expense as set forth on Schedule 3.27), will have been paid-off or ------------- otherwise extinguished, and there will be no liens, claims or encumbrances whatsoever on any of the Shares or any Assets or properties of EME. None of the debts or obligations of EME, including without limitation any convertible indebtedness, was forgiven or otherwise extinguished prior to the Closing such that any taxable income or gain would be incurred by EME, any of the Sellers or their other equity owners after the Closing. With respect to the accrued vacation time expense for employees of EME as set forth on Schedule 3.27, and ------------- only to the extent set forth on Schedule 3.27, such accrued expense obligation ------------- shall be retained by EME at the Closing, and Sun Medical shall deduct the amount so retained from amounts due Sellers at the Closing, allocated ratably amongst the Sellers in accordance with their Ownership Percentages.
