Indebtedness and Transaction Expenses. At Closing, the Purchaser shall also make the following payments:
(a) The Purchaser will advance, or cause to be advanced, to each member of the Group, an amount equal to the Estimated Closing Indebtedness payable by such member of the Group to each Paid-Out Creditor thereof (which amount shall be the amount set forth in the applicable Pay-Out Letter) and such advanced amount will be paid to each Paid-Out Creditor in immediately available funds, as directed by each Paid-Out Creditor in the applicable Pay-Out Letter; and
(b) The Purchaser will advance, or cause to be advanced, to each member of the Group, an amount equal to the Estimated Closing Transaction Expenses payable by such member of the Group. The Corporation shall pay, or cause to be paid, to the relevant Persons the Estimated Closing Transaction Expenses.
Indebtedness and Transaction Expenses. (a) The Parties hereto agree that, upon the Closing, and pursuant to Section 1.4(a)(xi), the Indebtedness set forth on the Company Indebtedness Certificate will be fully repaid by Acquiror on behalf of the Company. In order to facilitate such repayment, the Company shall provide to Acquiror at least five calendar days prior to the Closing (i) the Company Indebtedness Certificate and (ii) the payoff letters for such Indebtedness (together with all related documents and instruments, the “Payoff Documents”), which payoff letters shall be in a form reasonably satisfactory to Acquiror and shall indicate that such lenders have agreed to, if applicable, upon receipt of the amounts indicated in such payoff letters, immediately release all Encumbrances relating to the assets and properties of the Company and return all possessory and original collateral.
(b) The Parties hereto agree that, upon the Closing, and pursuant to Section 1.4(a)(vi), all of the Transaction Expenses set forth on the Closing Expenses Certificate, but not to exceed One Hundred Thousand Dollars ($100,000.00), will be fully paid by Acquiror on behalf of the Company; provided that any amounts that constitute compensation to employees for U.S. federal income Tax purposes shall be made to the Company for payment through its payroll. In order to facilitate such payment, the Company shall provide at least five calendar days prior to the Closing, (i) the Closing Expenses Certificate and (ii) wire transfer instructions for the satisfaction of such Transaction Expenses.
(c) The Company shall be liable to pay all Transaction Expenses in excess of $100,000.00. The delivery by the Company of money pursuant to Section 1.4(b)(xii) at Closing shall not relieve Company of the obligation to perform its obligations in the immediately preceding sentence should the Closing Expenses Certificate be incorrect.
Indebtedness and Transaction Expenses. Notwithstanding anything to the contrary herein, the Purchaser Indemnified Parties shall not have any right to indemnification pursuant to Section 8.02(c) to the extent such claim arises following the date that is one (1) year following the Closing Date.
Indebtedness and Transaction Expenses. At the Closing, Parent will pay, or will cause the Surviving Corporation to pay, all Indebtedness outstanding as of the Closing Date and all unpaid Transaction Fees and Expenses of the Company as of the Closing Date, each as specified by the Company. One (1) day prior to the Closing, the Company shall provide Parent with (a) a copy of the "payoff" letters from the lenders in connection with the Indebtedness, (b) a copy of the letters from such lenders confirming that all Encumbrances relating to such Indebtedness will be removed by the lenders effective upon payment to the lenders of the amounts set forth in the payoff letters and (c) a complete and accurate itemization of any other Indebtedness and a good faith estimate of all unpaid Transaction Fees and Expenses of the Company.
Indebtedness and Transaction Expenses. None of the Target Entities shall have any Indebtedness or any Liabilities for Transaction Expenses as of the Closing except for Indebtedness or any Liabilities for Transaction Expenses included in the final determination of Closing Net Cash.
Indebtedness and Transaction Expenses. The Sellers shall pay or cause to be paid in full (including by Purchaser at the direction of the Sellers out of the Purchase Price pursuant to Section 2.5(b)(iii)), on or prior to Closing, all Indebtedness and Transaction Expenses.
Indebtedness and Transaction Expenses. Parent shall have received written approval from the Buyer of the amounts and distribution of the Indebtedness and Transaction Expenses to be paid at Closing, as set forth in Annex B.
Indebtedness and Transaction Expenses. The Sellers shall pay any and all Indebtedness and Transaction Expenses outstanding immediately prior to the Closing that were not deducted from the Initial Closing Purchase Price pursuant to Section 2.2.
Indebtedness and Transaction Expenses. Prior to the Closing, Seller shall (or shall cause the applicable Chesapeake Company to) pay in full all outstanding or owed Indebtedness and Seller Transaction Expenses in accordance with (a) with respect to Indebtedness, the Payoff Letters, and (b) with respect to Seller Transaction Expenses, invoices, each delivered to Parent within a reasonable period of time prior to Closing and in form and substance reasonably satisfactory to Parent. Parent and Remington shall be responsible for paying any Parent Transaction Expenses.
Indebtedness and Transaction Expenses. (a) The Parties hereto agree that, upon the Closing, and pursuant to Section 1.4(a)(vii), the Indebtedness set forth on the Company Indebtedness Certificate will be fully repaid by Acquiror on behalf of the Company. In order to facilitate such repayment, the Company shall provide to Acquiror at least five calendar days prior to the Closing (i) the Company Indebtedness Certificate and (ii) the payoff letters for such Indebtedness (together with all related documents and instruments, the “Payoff Documents”), which payoff letters shall be in a form reasonably satisfactory to Acquiror and shall indicate that such lenders have agreed to, if applicable, upon receipt of the amounts indicated in such payoff letters, immediately release all Encumbrances relating to the assets and properties of the Company and return all possessory and original collateral.
(b) The Parties hereto agree that, upon the Closing, and pursuant to Section 1.4(a)(viii), all of the Transaction Expenses set forth on the Closing Expenses Certificate will be fully paid by Acquiror on behalf of the Company. In order to facilitate such payment, the Company shall provide at least five calendar days prior to the Closing, (i) the Closing Expenses Certificate and (ii) wire transfer instructions for the satisfaction of such Transaction Expenses.
