Common use of Indebtedness and Company Transaction Expenses Clause in Contracts

Indebtedness and Company Transaction Expenses. (a) Sellers shall deliver to the Buyer at least three (3) business days prior to the Closing Date a schedule (the “Closing Indebtedness Schedule”) that contains a complete and accurate statement of the amount of the Indebtedness owed by each Company, together with wire transfer instructions for the payoff of the Indebtedness and payoff letters from each payee (the “Debt Payoff Letters”) in form, scope and substance acceptable to Buyer stating the full amount of the outstanding Indebtedness due to such payee as of the Closing Date (including any applicable per diem amounts) and any applicable payment instructions. At the Closing, Buyer shall pay in full (on behalf of the Companies or Sellers) all Indebtedness reflected on the Closing Indebtedness Schedule by wire transfers of immediately available funds to the holders of such Indebtedness, such that on the Closing the Companies have no Indebtedness.

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement (TerrAscend Corp.)

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Indebtedness and Company Transaction Expenses. (a) Sellers shall deliver to the Buyer at least three (3) business days prior to the Closing Date a schedule (the “Closing Indebtedness Schedule”) that contains a complete and accurate statement of the amount of the Indebtedness owed by each Company, together with wire transfer instructions for the payoff of the Indebtedness and payoff letters from each payee (the “Debt Payoff Letters”) in form, scope and substance acceptable to Buyer stating the full amount of the outstanding Indebtedness due to such payee as of the Closing Date (including any applicable per diem amounts) and any applicable payment instructions. At the Closing, Buyer shall pay in full (on behalf of the Companies or Sellers) all Indebtedness reflected on the Closing Indebtedness Schedule by wire transfers of immediately available funds to the holders of such Indebtedness, such that on the Closing the Companies have no Indebtedness. For clarification, the Bridge Loan to Xxxxxx Street shall be considered Indebtedness of Xxxxxx Street, and the Bridge Loan to RHMT shall be considered Indebtedness of RHMT.

Appears in 1 contract

Samples: Securities Purchase Agreement

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Indebtedness and Company Transaction Expenses. (a) Sellers shall deliver to the Buyer at least three (3) business days prior to the Closing Date a schedule (the “Closing Indebtedness Schedule”) that contains a complete and accurate statement of the amount of the Indebtedness owed by each Company, together with wire transfer instructions for the payoff of the Indebtedness and payoff letters from each payee (the “Debt Payoff Letters”) in form, scope and substance acceptable to Buyer stating the full amount of the outstanding Indebtedness due to such payee as of the Closing Date (including any applicable per diem amounts) and any applicable payment instructions. At the Closing, Buyer shall pay in full (on behalf of the Companies or Sellers) all Indebtedness reflected on the Closing Indebtedness Schedule by wire transfers of immediately available funds to the holders of such Indebtedness, such that on the Closing the Companies have no Indebtedness. For clarification, the Bridge Loan to Hxxxxx Street shall be considered Indebtedness of Hxxxxx Street, and the Bridge Loan to RHMT shall be considered Indebtedness of RHMT.

Appears in 1 contract

Samples: Securities Purchase Agreement (TerrAscend Corp.)

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